Fortis Malar Hospitals Ltd

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Dear Members,

Your Directors have pleasure in presenting their 34^th Annual Report of Fortis Malar Hospitals Limited ("the Company") along with Audited Standalone and Consolidated Financial Statements and Auditors’ Report thereon for the Year ended March 31, 2025.

The highlights of Consolidated Financial Performance of your Company are as follows:

The highlights of Standalone financial Performance of your Company are as follows:

Your Company achieved a consolidated total income of Rs. 2.72 Crores during the current year as against Rs. 65.96 Crores in the corresponding financial year ended March 31, 2024. EBITDA for the year stood at Rs. 0.58 Crores compared to Rs. 5.75 Crores for the previous corresponding year. The Profit after exceptional item and before tax for the period stood at Rs. 0.57 Crores as against Rs. 50.01 Crores during the corresponding year. Profit for the year stood at Rs. 0.39 Crores in the current financial year compared to Rs. 45.32 Crores in the previous year.

Post the slump sale transaction, the Company ceases to have any business operations. Currently, the management of the Company has no visibility of commencing any new business operations in the future and the Company’s management and Board of Directors, in consultation with its legal advisors/ merchant bankers, is evaluating various corporate restructuring options for the future possible course of actions for the Company and is progressing with the finalisation of plan.

Pursuant to execution of Share Subscription Agreement dated July 13, 2018 ("SSA"), Northern TK Venture Pte Limited ("NTK" or the "Acquirer"), a wholly owned subsidiary of IHH Healthcare Berhard ("IHH"), subscribed to 235,294,117 new equity shares of Fortis Healthcare Limited ("FHL") with a face value of Rs. 10 each ("Subscription Shares"), constituting approximately 31.1% of the total voting equity share capital of FHL on a fully diluted basis ("Expanded Voting Share Capital") for a total consideration of Rs. 4,000 Crores and FHL issued and allotted Subscription Shares by way of preferential allotment in accordance with the terms of SSA ("Subscription"). As a consequence of Subscription, the Acquirer together with IHH and Parkway Pantai Limited ("PPL"), collectively made a mandatory open offer, by filing a public announcement dated July 13, 2018 to carry out the following:

A. A mandatory open offer for acquisition of up to 197,025,660 equity shares of face value of Rs. 10 each in FHL, representing additional 26% the Expanded Voting Share Capital of FHL, at a price of not less than Rs. 170 per share ("Fortis Open Offer") or such higher price as required under the Securities and Exchange Board of India ("SEBI") (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI (SAST) Regulations"); and

B. In light of the acquisition of the controlling stake of FHL, a mandatory open offer for acquisition of up to 4,894,308 fully paid up equity shares of face value of Rs. 10 each in Fortis Malar Hospitals Limited ("Malar"), representing 26% of the paid-up equity shares of Malar at a price of

Rs. 60.10 per share ("Malar Open Offer"). Malar Open Offer is subject to the completion of the Fortis Open Offer. In the FY 2024-25, Malar has declared & paid interim dividend of Rs. 40 per equity share and final dividend of

Rs. 2.50 per equity share to its shareholders. Pursuant to such declaration and in terms of Regulation 8(9) of the SEBI (SAST) Regulations, Acquirer and Persons Acting in Concert ("PACs") have decided to adjust Malar Open Offer price from Rs. 60.10 per equity share to Rs. 17.6 per equity share.

The Hon’ble Supreme Court of India had on December 14, 2018, passed an order ("Status Quo Order") directing "status quo with regard to sale of the controlling stake in Fortis Healthcare to Malaysian IHH Healthcare Berhad be maintained". In light of the Status Quo Order, Fortis Open Offer and Fortis Malar Open Offer were put on hold until further order(s)/ clarification(s)/ direction(s) issued by the Hon’ble Supreme Court of India. Vide its order dated November 15, 2019, the Hon’ble Supreme Court had issued suo-moto contempt notice to, among others, FHL and directed its Registry to register a contempt petition regarding alleged violation of the Status Quo Order ("Contempt Petition").

Petitions before the Hon’ble Supreme Court including Contempt Petition have been disposed of vide judgement dated September 22, 2022 ("Judgement"). No finding of contempt has been made against FHL or its independent directors. Based on legal advice, FHL is of the clear view that the Status Quo Order dated December 14, 2018, no longer exists. IHH/ NTK is simultaneously seeking legal counsel for pursuing and securing the Open Offer.

In the Judgement, Hon’ble Supreme Court has passed certain directions, inter-alia, that the Hon’ble High Court of Delhi may consider issuing appropriate process and appointing forensic auditor(s) to analyze the transactions entered into between FHL and RHT and other related transactions. The stated position of FHL is that these transactions were done in compliance with applicable laws, post requisite corporate and regulatory approvals and necessary disclosures/ announcements. Currently, it is vehemently opposing the application filed by Daiichi before the High court for appointment of forensic auditor.

During the financial year the Company has not transferred any amount to General Reserves.

Post divestment the Company doesn’t have any business operations and the proceeds of the sale consideration would be distributed among the shareholders of the Company in such forms and manners, in compliance with the applicable laws as may be amended from time to time, as the Board will consider necessary and in the best interest of the shareholders of the Company. In view of the above during the financial year under review, the Board has declared & paid an interim dividend of

Rs. 40 per equity share on the fully paid up 1,87,41,759 equity shares amounting to Rs. 74,96,70,360 (Rupees Seventy Four Crores Ninety Six Lakhs Seventy Thousand Three Hundred and Sixty Only) in the meeting of Board of Directors held on April 12, 2024 (adjourned from April 8, 2024).

Further, the Members in the Annual General Meeting held on July 31, 2024 had approved the final dividend of Rs. 2.50 per equity share on the fully paid up 1,87,41,759 equity shares amounting to Rs. 4,68,54,397.50 (Rupees Four Crore Sixty Eight Lakhs Fifty Four Thousand Three Hundred Ninety Seven and Fifty Paise), the same has been paid within stipulated timelines.

Thereafter, upon the payment of this final dividend, the Company has exhausted its free reserves for the purposes of distribution to the shareholders and shall be utilising the remaining funds to meet its ongoing expenses in relation to the running of the Company as well as for contingencies, if any. No final dividend has been considered for the Financial Year 2024-25.

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of FY 2024-25 and date of this report.

The Company maintained an internal control system designed to commensurate with the nature of business and complexity of operations. It was monitored by the management to provide reasonable assurance on the achievement of objectives, effectiveness and efficiency of operations, reliability of financial reporting and compliance with applicable laws and regulations.

During the year under review, your Company has only one subsidiary Company i.e. Malar Stars Medicare Limited, which has initiated the process to convert itself to Section 8 company as per the provisions of the Companies Act, 2013. The application for conversion was submitted subsequent to the current financial year ended on March 31, 2025.

The Board of Directors has adopted a policy for determining "material subsidiary" pursuant to Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available at http://www. fortismalarhospital.com/investor-relations/investorcatdetails/ corporate-governance/policies-and-other-documents Basis the Consolidated Audited Financial Statements of the Company for FY 2024-25, your Company has no "material subsidiary" in terms of the said policy and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, no subsidiary/Joint venture/ Associate Companies has been added or ceased during the period under review.

The Consolidated financial statements of your Company and its subsidiary, prepared in accordance with applicable Indian Accounting Standards as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013, forms part of the Annual Report. In terms of Section 136 of the Companies Act, 2013, financial statements of the subsidiary company will be provided to any shareholder of the Company who asks for it and said financial statements will also be kept open for inspection at the registered office of the Company and that of subsidiary. The Performance and financial position along with contribution of the subsidiary to the overall performance of your Company which is also included in the Consolidated Financial Statements of the Company is enclosed herewith as "Annexure-I" in the prescribed format in Form AOC-1.

Particulars of loans / advances / investments / guarantees given and outstanding during FY 2024-25 are mentioned in notes to financial statements.

During the year under review, your Company has not invited or accepted any deposits from the public pursuant to the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

1. STATUTORY AUDITORS

TheBoardofDirectors,consideringthesizeandrequirement of the Company, approved the re-appointment of M/s B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022), upon recommendations of Audit and Risk Management Committee, for a second term of four years to conduct statutory audit of the Company for the Financial Years commencing from April 1, 2024 to March 31, 2028. The said appointment was approved by the shareholders at their 33^rd Annual General Meeting, accordingly they hold the office of statutory auditor from the conclusion of 33^rd Annual General Meeting until the conclusion of 37^th Annual General Meeting to be held in year 2028.

The Notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark. However, Emphasis of matter is drawn to Note 2 (a) (ii) to the standalone financial statements which explains that consequent to sale of business operations through a slump sale transaction, the Company ceases to have any business operations. Currently, the management of the Company has no visibility of commencing any new business operations in the future, and the Company’s management and Board of Directors, in consultation with its legal advisors/ merchant bankers, is evaluating various corporate restructuring options for the future possible course of actions for the Company and is progressing with the finalisation of plan. However, the Company believes that it has sufficient cash and cash equivalent balance to settle its obligations as and when they fall due and the Company believes that it would be able to meet its financial obligations for the foreseeable future based on the current cash position and projected cash flows. Accordingly, these standalone financial statements have been prepared on a going concern basis.

Further, as per the requirement of Companies Auditor Report Order (CARO) Rules, 2016, no fraud has been reported or noticed during the period under review.

2. COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the relevant rules made thereunder or any amendments thereof, the Company is required to maintain cost records and accordingly such accounts and records are made and maintained by the Company in respect of its hospital activity and the same is also required to be audited. Your Board had, upon the recommendation of the Audit & Risk Management Committee, appointed M/s Jitender, Navneet & Co., Cost Accountants to audit the cost accounts of the Company for FY 2024-2025 at a remuneration up to Rs. 75,000 (Rupees Seventy-Five Thousand) plus taxes and out-of-pocket expenses. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for ratification. Accordingly, a resolution seeking member’s ratification for the remuneration payable to M/s Jitender, Navneet & Co., Cost Auditors is included in Notice convening ensuing Annual General Meeting.

The Report of the Cost Auditors for the FY 2023-24 does not contain any qualifications, reservations or adverse remarks and the comments given by the Cost Auditors are self- explanatory and hence do not call for any further explanations or comments.

3. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Mukesh Agarwal & Co., Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor for the FY 2024-25 does not contain any qualification, reservation or adverse remark and it is annexed herewith as "Annexure-II".

Further pursuant to recent amendments in Regulations 24A of SEBI (Listing Obligations and Disclosure Requirement), 2015, the appointment of Secretarial Auditor of the Company is required to be approved by the members of the Company. The Board of Directors at the Board meeting held on May 15, 2025, has recommended the appointment of M/s Mukesh Agarwal & Co., Practicing Company Secretary as Secretarial Auditor of the Company for a term of 5 (Five) consecutive years from Financial Year commencing from April 1, 2025 to March 31, 2030, to the shareholders. Accordingly, a resolution seeking appointment and fixation of remuneration of Secretarial Auditors of the Company is included in Notice convening the ensuing Annual General Meeting.

The Company has received the written consent and a certificate that M/s Mukesh Agarwal & Co., Practicing Company Secretary satisfy the criteria for appointment as Secretarial Auditor and the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

4. INTERNAL AUDITORS

The Company has a well-established, independent and in-house Internal Audit function that is responsible for providing assurance on compliance with operating systems, internal policies and legal requirements, as well as suggesting improvements to systems and processes. The Internal Audit function monitors and evaluates the efficacy and adequacy of internal control systems in the Company and reports on operational deficiencies and key process risks to management and the Audit & Risk Management Committee.

For FY 25, Internal Audit(s) were performed in accordance with the Internal Audit plan approved by the Audit & Risk Management Committee.

During the period under review, your Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

During FY 2024-25, there was no significant material order passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Consequent to the sale of its business operations in the FY 2024-25, the Company has ceased all business activities and is no longer carrying on any trade or business.

During the year under review, the Company has not granted any options under "Malar Employees Stock Option Plan, 2008" ("ESOP Scheme").

Further, pursuant to the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEBS) Regulations"), as amended from time to time, the Nomination & Remuneration Committee of the Company, inter-alia, administers and monitors the ESOP Scheme of the Company.

As on March 31, 2025 Company does not have any outstanding stock options as the same has already been unexercised and thereafter, lapsed in earlier financial years.

Pursuant to the provisions of the SEBI (SBEBS) Regulations, the details of stock options as on March 31, 2025 under the "Malar Employees Stock Option Plan 2008" is available at the website of the Company at http://www.fortismalarhospital.com/ investor-relations/investorcatdetails/corporate-governance/ policies-and-other-documents.

The certificate from the Secretarial Auditors of the Company stating that the Schemes have been implemented in accordance with the SEBI (SBEBS) Regulations would be kept during the Annual General Meeting for inspection by members. The details pertaining to shares in suspense account are specified in the report of Corporate Governance forming part of the Board ‘Report.

The Company has not made any provision of money for purchase of, or subscription for, its own shares or of its holding Company.

During the FY 2024-25, there was no change in capital structure of the Company.

The Annual Return of the Company in Form MGT- 7 in accordance with Section 92(3) of the Companies Act, 2013 is available on the website of the Company at http://www. fortismalarhospital.com/investor-relations/investorcatdetails/ annual-general-meeting-2025

Particulars required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, regarding Conservation of Energy, Technology Absorption and Foreign Exchange is given in "Annexure III", forming part of this Board’s Report.

During the year under review, your Company did not have any obligation to make CSR contribution, hence, no initiatives have been taken during the year. Further, the disclosure as required under Section 134(3)(o) of the Companies, Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 is not applicable.

The policy as approved by the Board is available on the Company’s website at http://www.fortismalarhospital.com/ investor-relations/investorcatdetails/corporate-governance/ policies-and-other-documents.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Richa Singh Debgupta, Director is liable to retire by rotation at the ensuing Annual General Meeting and has offered herself for re-appointment. On the recommendation from Nomination

& Remuneration Committee, the Board has recommended her re-appointment as a director liable to retire by rotation. As required under Regulation 36 of SEBI LODR and Secretarial Standards information or details of Ms. Richa Singh Debgupta are provided in the Notice convening the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under subsection (6) of section 149 of the Companies Act, 2013 and the SEBI (Listing Agreement and Disclosure Requirements) Regulations, 2015. Further, no director of the Company was disqualified to become/continue as Director of the Company, in terms of the provisions of the Companies Act, 2013 and the rules made thereunder.

Further, during the financial year 2024–25, following changes occurred in the composition of the Board of Directors:

• Mr. Ramesh Lakshman Adige, who was serving as an Independent Director, was re-designated as a Non-Executive, Non-Independent Director w.e.f. May 06, 2024;

• Mr. Ravi Rajagopal was re-appointed as an Independent Director of the Company for a period of five (5) years effective from October 23, 2024, however, he has resigned from the Board w.e.f. September 30, 2024 and;

• Ms. Suvalaxmi Chakraborty was appointed as an Additional Non-Executive-Independent Director w.e.f. October 1, 2024 and her appointment was regularized by the members of the Company through Postal Ballot.

• Mr. Chandrasekar Ramaswamy was re-appointed as a "Whole-time Director" of the Company for a period of three years w.e.f. January 11, 2025.

There is no inter-se relationship between the Board Members. Further, post closure of financial year under reveiw, following changes took place :

(a) Tenure of Mr. Ramesh Lakshman Adige as a Non-Executive Non-Independent Director of the Company expired on May 5, 2025; (b) Dr. Ritu Garg was appointed as an Additional Non-Executive Non-Independent Director of the Company w.e.f. May 6, 2025 in the place of Mr. Ramesh Lakshman Adige.

Further, the proposal with respect to the regularization of Dr. Ritu Garg shall be forming part of the Notice of the ensuing Annual General Meeting for shareholders’ approval.

During the year under review, the following changes occurred in the Key Managerial Personnel (KMP) of the Company:

• Ms. Srishty resigned from the position of Company Secretary & Compliance Officer w.e.f. August 08, 2024.

• Mr. Yogendra Kumar Kabra resigned from the position of Chief Financial Officer (CFO) w.e.f. August 23, 2024.

• Ms. Vinti Verma was appointed as the Company Secretary & Compliance Officer w.e.f. November 05, 2024.

• Mr. Pradeep Kumar Malhotra was appointed as the Chief Financial Officer (CFO) w.e.f. November 05, 2024.

During the year under review, 6 (Six) meetings were held by the Board of Directors. Details of Board/ Committee meetings held and attendance of Directors are provided in the Corporate Governance Report forming part of the Annual Report. Disclosures regarding the following are also mentioned in report on Corporate Governance:

1. Composition of committee(s) of the Board of Directors and other details;

2. Details of establishment of Vigil Mechanism;

3. Details of remuneration paid to all the directors including stock options; and

4. Commission received by Whole-time Director, if any.

In the Opinion of the Board, the Independent Directors of the Company are the persons of integrity, expertise and posses the relevant experience/ proficiency. Further, the Independent Directors, fulfill the conditions as per the applicable laws & are independent of the management of the company.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board and its respective committees are required to carry out performance evaluation of the Board as a body, the Directors individually, Chairman as well as that of its Committees.

In view of the aforementioned provisions, an evaluation process, covering various aspects of the functioning of the board including Independent Directors and its committees, adequacy of the constitution and composition of the Board and its committees, matters addressed in the Board, processes followed at the meeting, frequency of meetings of the Board and its committees, long range strategic thinking and planning etc., is in place.

Accordingly, the Board members completed the process for evaluating the entire board including Independent Directors, respective committees of which they are members and of their peer Board members, including Chairman of the Board. Thereafter, the same was duly placed before the Board of Directors for noting.

Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under: -

(Amount in Rs.)

¹Tenure expired on May 5, 2025 ²Resigned w.e.f. September 30, 2024. ³Resigned w.e.f. August 23, 2024. ⁴Resigned w.e.f. August 8, 2024. ^5&6Appointed w.e.f. November 5, 2024.

Not applicable, there was no employee as on March 31, 2025

d) The number of permanent employees on the roll of Company is "Nil" as on March 31, 2025.

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration

Not applicable, there was no employee as on March 31, 2025.

(Amount in )

*None of the other Directors was paid any remuneration, except sitting fees and the fees paid for services rendered in the professional capacity.

g) Remuneration has been paid to Directors and KMPs as per Board Governance Document / the Remuneration Policy of the Company.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a remuneration policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director etc. and the same is also available on the website of the Company at the link http://www.fortismalarhospital.com/ investor-relations/investorcatdetails/corporate-governance/ policies-and-other-documents

The information required pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Board Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office and / or Corporate Office of the Company during business hours between 10.00 am to 12.00 noon on working days (Except Saturday) of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Disclosures as required under Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in "Annexure IV" in Form AOC-2 as specified under the Companies Act, 2013.

All Related Party Transactions were placed before the Audit & Risk Management Committee for approval as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Prior omnibus approval of the Audit & Risk Management Committee was obtained for the transactions which were of foreseeable and repetitive nature. The transactions entered into pursuant to such omnibus approval so granted are audited and a statement giving details of all related party transactions was placed before the Audit & Risk Management Committee on a quarterly basis.

The Company has formulated a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website and the same is available at the link: http://www. fortismalarhospital.com/investor-relations/investorcatdetails/ corporate-governance/policies-and-other-documents None of the Directors has any pecuniary relationship or transaction vis-?-vis the Company, except to the extent of sitting fees and the fees paid for services rendered in the professional capacity and remuneration approved by the Board of Directors and as disclosed in this Annual Report.

Your Company has complied with the disclosure requirement in compliance with the Accounting Standards on "Related Party Disclosures". Further, your Directors wish to draw attention of the members to note 24 in the notes to accounts in the standalone financial statement and to note 23 in the notes to accounts in the consolidated financial statement which sets out related party disclosures.

As on the date of the Report no application is pending under the Insolvency and Bankruptcy Code, 2016 and the Company did not file any application under (‘IBC’) during the FY 2024-25. Further, the Company has not made any one-time settlement

The Company has designed a risk management framework for risk identification, assessment, mitigation plan development and monitoring of action to mitigate the risks. This framework enables the management to develop and sustain a risk-conscious culture, wherein, there is a high degree of organisation-wide awareness and understanding of external and internal risks associated with the business. The framework promotes risk ownership, accountability and continuous improvement to minimise adverse impact on achievement of business objectives and enhance the Company’s competitive advantage.

Your Company has adopted a policy for Prevention, Prohibition and Redressal of sexual harassment. During the financial year under review, no complaints were received under the said policy. Further there were no employees in the company as on March 31,2025 accordingly the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable.

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report with Auditors’ certificate thereon are attached, which forms part of this report. Further, pursuant to the provisions of Section 143(12) of the Companies Act 2013, neither the Statutory Auditors nor the Secretarial Auditors & Cost Auditors have reported any incident of Fraud to the Audit & Risk Management Committee or the board during the period under review.

Declaration by Mr. Chandrasekar Ramaswamy, Whole-time Director, confirming compliance with the ‘Code of Conduct’ is enclosed with Corporate Governance Report.

Your Company continues to place greatest emphasis on managing its affairs with diligence, transparency, responsibility and accountability. Your Company is committed to adopting and adhering to the best Corporate Governance practices recognised globally. Your Company understands and respects its fiduciary role and responsibility towards stakeholders and the society at large and strives hard to serve their interests, resulting in creation of value and wealth for all stakeholders at all times. The report of Board of Directors of the Company on Corporate Governance is given in the section titled "Report on Corporate Governance" forming part of this Annual Report.

Certificate of M/s. Mukesh Agarwal & Co., Company Secretary in Whole-time Practice, regarding compliance with the Corporate Governance requirements as stipulated in Clause E, Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with the Corporate Governance Report.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards has been followed along with proper explanation relating to material departures; b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for financial year ended March 31, 2025 and of the loss / profit of the Company for the said period; c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the directors had prepared the annual accounts on a going concern basis; e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Your Directors place on record their gratitude to the Central Government, State Governments and all other Government agencies for the assistance, co-operation and encouragement they have extended to the Company.

Your Directors also greatly appreciate the commitment and dedication of all the employees at all levels. Your Directors also thank all the strategic partners, business associates, Banks,

financial institutions and our shareholders for their assistance, cooperation and encouragement to the Company during the year.