Springform Technology Ltd

5B, Dudhia Industrial Estate, 2^nd Floor,

Opp. S. V. Road, Dahisar East,

Mumbai -400068

Your Directors pleased to present the 45^th Annual Report of Springform Technology Limited ("the Company") along with the Audited Financial Statements for the Financial Year ended 31st March, 2025.

During the financial year under review, the Company registered a loss of Rs. 10.05 thousand before tax on a standalone basis and a summary of the financial performance of the Company on a standalone basis is given below:

During the financial year under review, the total Income from the operation decreased, the same is Rs. 1421.50 thousand as compared to Rs. 5683.42 thousand for the previous FY 2023- 24. The Company incurred loss during the financial year under review which is Rs. 10.05 thousand as compared to a Net Profit of Rs. 7.95 thousand for the previous FY 2023-24.

The Company is not required to give any consolidated accounts since it has no subsidiary, associate, or Joint Venture Company.

Your company is engaged in the technology sector, focusing on three main areas: software development, hardware trading, and information technology (IT) services. This diversified approach showcases its commitment to addressing various technological needs and demands, aiming to provide value to its clients and stakeholders within the technology sector. There has been no change in the nature of business of the Company during the financial year under review.

During the financial year under review, the Company incurred loss(es) which is Rs. 10.05 thousand no any amount has been transferred to General Reserves of the Company.

The Company's Equity Shares are listed on Bombay Stock Exchange and having the stock code:

Phiroze Jeejeebhoy Towers, Dalal Street,

Mumbai - 400 001, Maharashtra, India

International Securities Identification Number (ISIN) of the Company's equity shares, having face value of Rs. 10 each, is INE02ZA01012.

Listing fees for the Financial Year 2025-26 have been paid to the Stock Exchanges.

Financial Statements of your Company for the financial year ended 31st March, 2025, are prepared in accordance with provisions of Indian Accounting Standards (Ind-AS), as notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

During the financial year under review, your Board does not recommend any dividend.

During the financial year under review, there was a change in the promoter & promoter group shareholding due to the takeover/ acquisition of the Company vide an Open Offer dated 10 ^th April, 2024:

i. 30,550 equity shares held by Mr. Pankaj Shah (previous Promoter of the Company) were transferred to the following on 18^th July, 2024:

a. 2,510 equity shares to Mr. Amandeep Singh

b. 14,020 equity shares to Mr. Amarjeet Sachdeva

c. 14,020 equity shares to Mr. Paramjeet Chhabra

ii. 4,500 equity shares held by Mrs. Rupali Pankaj Shah (previous Promoter of the Company) were transferred to Mr. Amandeep Singh on 12^th August, 2024.

The authorized share capital of the Company as on 31^st March, 2025, is Rs. 5,00,000 (Rupees Five Lakhs only) divided into 50,000 (Fifty Thousand) equity shares of Rs. 10 each, and the paid-up share capital of the Company as on 31^st March, 2025, is Rs. 5,00,000 (Rupees Five Lakhs only) divided into 50,000 (Fifty Thousand) equity shares of Rs. 10 each.

During the financial year review, the Company did not increase its authorized share capital and paid-up share capital.

Further, the Company has neither bought back any of its securities nor issued any sweat equity shares or bonus shares or provided any stock options to its employees during the financial year under review.

Your Company does not have any Subsidiary Company/Joint Venture/ Associate Company.

The composition of the Board of Directors of the Company is in compliance with the provisions of the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

As on the date of this Report, the Board of your Company has an optimal combination of Executive, Non-Executive, Women, and Independent Directors who bring to the table the right mix of knowledge, skills, and expertise and help the Company in implementing the best Corporate Governance practices.

With the change in the promoters, there is a change in the Management of your Company. Your Board has appointed Mr. Paramjeet Singh Chhabra (DIN: 00153183), Ms. Amarjeet Kaur Sachdeva (DIN: 10454961), and Mr. Amandeep Singh (DIN: 07046003) as Additional Directors of the Company on 2^nd September, 2024, and in the 44" Annual General Meeting of the Company the Members approved their appointment as Directors of the Company w.e.f. 28^th September, 2024.

In terms of Section 152 of the Companies Act, 2013 ("the Act"), Ms. Amarjeet Kaur Sachdeva (DIN: 10454961), Director of the Company is liable to retire by rotation at the ensuing 45^th Annual General Meeting and being eligible, offers herself for re-appointment. It is ascertained that the Directors' appointment is not subject to disqualification mentioned under Sections 164 and 165 of the Act. A brief profile along with the consent of the Director seeking reappointment is given in Annexure-I of the Notice and is part of the Annual Report.

Mr. Pankaj Kishore Shah and Ms. Rupali Pankaj Shah resigned from the directorship of the Company w.e.f. 21^st October, 2024 and further, Ms. Bharvi Mansukhlal Shah and Ms. Krutika Ghadigaonkar resigned from the directorship of the Company w.e.f. 29^th October, 2024.

Change in designation of Mr. Paramjeet Singh Chhabra as Managing Director and appointment of Mr. Sanjay Kumar Garg and Mr. Rajiv Malik as Additional Directors in the category of Non- executive Independent Directors on the Board of the Company w.e.f. 12^th May, 2025 subject to the approval of Shareholders in the ensuing 45^th Annual General Meeting. It is ascertained that the Directors' appointment is not subject to disqualification mentioned under Sections 164 and 165 of the Act. A brief profile along with the consent of the Director seeking reappointment is given in Annexure of the Notice and is part of the Annual Report.

During the financial year under review, the Non-Executive Directors of your Company had no pecuniary relationship or transactions with your Company.

Your Board confirms that none of the Directors of the Company are disqualified from being appointed as Director in terms of Section 164 of the Act and necessary declaration has been obtained from all the Directors in this regard.

The Board plays a pivotal role in guiding the Company's overall direction by critically evaluating its strategic plans, governance policies, and operational performance, thereby reinforcing its commitment to effective oversight and sustainable value creation.

Ms. Nina Jayaram Sardesai resigned as Chief Financial Officer of the Company, effective 31^st August, 2024. Board in its meeting held on 2^nd September, 2024, had appointed Mr. Kripa Shankar Sah as the Chief Financial Officer of the Company w.e.f. 1^st September, 2024.

Ms. Aastha Khandelwal resigned as Company Secretary & Compliance Officer of the Company, effective 30^th September, 2024. Board in its meeting held on 30^th December, 2024, had appointed Mr. Devendra Singh Kunwar (ACS: 62732) as Company Secretary & Compliance Officer of the Company w.e.f. 31^st December, 2024.

Further, Mr. Devendra Singh Kunwar resigned as Company Secretary & Compliance Officer of the Company, effective 4^th April, 2025. Board in its meeting held on 4^th April, 2025, had appointed Mr. Prabhat Kumar Singh (ACS: 74847) as Company Secretary & Compliance Officer of the Company w.e.f. 4^th April, 2025.

In terms of Section 149 of the Act and Regulation 16 (1) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), Mr. Sanjay Kumar Garg and Mr. Rajiv Malik are the Independent Directors of your Company. Your Board opined and confirmed, in terms of Rule 8 of the Companies (Accounts) Rules, 2014 that the Independent Directors are persons of repute, and integrity and possess the relevant expertise and experience (including proficiency) in their respective fields. Both the Independent Directors possess requisite qualifications, experience, and expertise and they hold the highest standards of integrity.

Under the provisions of Section 149 of the Act, both the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149 (6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of SEBI Listing Regulations, there has been no change in the circumstances affecting their status as Independent Directors. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct.

The Independent Directors are regularly informed during meetings of the Board and its Committees on the business strategy, business activities, and regulatory updates. Whenever Directors are appointed, they are given a detailed orientation on the Company, industry, strategy, policies, Code of Conduct, regulatory matters, business, financial matters, and human resource matters of the Company.

Your Company has a familiarization program for the Independent Directors to familiarize them with the business model of the Company, their roles, rights, and responsibilities in the Company, the nature of the industry in which the Company operates, and related matters.

The Nomination and Remuneration Policy of your Company empowers the Nomination and Remuneration Committee to formulate a process for effective evaluation of the performance of individual Directors, Committees of the Board, and the Board as a whole.

The Act requires that a formal annual evaluation needs to be made by the Board of its performance and that of committees and individual directors, Schedule IV of the Act states that the performance evaluation of independent directors shall be done by the entire Board of Directors excluding the director being evaluated.

Your Board formally assesses its performance based on parameters which, inter alia, include the performance of the Board on deciding long-term strategy, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc.

The parameters for the performance evaluation of the Directors include contribution made at the board meeting, attendance, instances of sharing best practices, domain knowledge, vision, strategy, engagement with senior management, etc.

The Chairperson(s) of the respective Committees based on feedback received from the Committee members on the outcome of the performance evaluation of the Committee, share a report to the Board.

The Independent Directors at their separate meeting review the performance of the NonIndependent Directors and the Board as a whole, Chairman of the Company after taking into account the views of the Executive Director and Non-Executive Directors.

The Chairman of the Nomination and Remuneration Committee leads the performance evaluation exercise. The outcome of the performance evaluation of the Committees of the Board and the Board is presented to the Nomination and Remuneration Committee and the Board of Directors of the Company and key outcomes, and actionable areas are discussed and acted upon.

During the financial year under review, your Company has followed the applicable Secretarial Standards, relating to the meeting of the Board of Directors (SS-1) and the General Meetings (SS-2), issued by the Institute of Company Secretaries of India (ICSI) and mandated as per the provisions of Section 118 (10) of the Act.

During the financial year under review, your Board met at regular intervals to discuss and decide on Company/ business policy and strategy. The notice and agenda with notes on each agenda item for the Board Meeting(s) were circulated as per the provisions of the Act and Articles of Association of the Company.

Meeting of the Board: 7 (Seven) Meetings of the Board were held during the financial year under review namely on 11^th April, 2024; 30^th May, 2024; 14^th August, 2024; 2^nd September, 2024; 8^th November, 2024; 30^th December, 2024 and 14^th February, 2025. The gap between the two consecutive board meetings was within the prescribed period of 120 days as specified under the provisions of Section 173 of the Act and the SEBI Listing Regulations.

Following is the detail of attendance by each of the Directors at the Board Meetings held during the financial year under review:

*Mr. Paramjeet Singh Chhabra, Ms. Amarjeet Kaur Sachdeva and Mr. Amandeep Singh were appointed as Additional Director on the Board of the company w.e.f. 2^nd September, 2024 and regularise as Directors by the approval of shareholders in the AGM w.e.f. 28^th September, 2024 and further, Ms. Amarjeet Kaur Sachdeva changed the designation to Non- executive Non- independent Director w.e.f. 8^th November, 2024.

*Mr. Pankaj Kishore Shah and Ms. Rupali Pankaj Shah resigned form the directorship of the Company w.e.f. 21^st October, 2024 and further, Ms. Bharvi Mansukhlal Shah and Ms. Krutika Ghadigaonkar resigned form the directorship of the Company w.e.f. 29^th October, 2024.

*Change in designation of Mr. Paramjeet Singh Chhabra as Managing Director and appointment of Mr. Sanjay Kumar Garg and Mr. Rajiv Malik as Additional Directors on the Board of the Company w.e.f. 12^th May, 2025 subject to the approval of Shareholders in the ensuing 45^th AGM.

Your Company has constituted 3 (three) committees required under the Act and the SEBI Listing Regulations for meeting operational convenience. Following are the details set out in brief for the terms of reference and the constitution of these Committees:

The Board has set up qualified and Independent Audit Committee in compliance with the requirements of Regulation 18 of SEBI Listing Regulations read with Section 177 of the Act. During the period under review, the Board of Directors of the Company accepted all the recommendations of the Audit Committee.

All the members of Audit Committee have the requisite qualification for appointment in the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Audit Committee consists of the following members:

(i) Mr. Rajiv Malik, Chairperson

(ii) Mr. Sanjay Kumar Garg, Member

(iii) Mr. Paramjeet Singh Chhabra, Member

During the financial year under review, the Audit Committee met 4 (four) times namely on 30^th May, 2024; 14^th August, 2024; 8^th November, 2024; and 14^th February, 2025.

Following is the detail of the attendance of each of the members of the Audit Committee at its Meeting held during the year under review:

*Mr. Paramjeet Singh Chhabra, Ms. Amarjeet Kaur Sachdeva and Mr. Amandeep Singh were appointed as Additional Director on the Board of the company w.e.f. 2^nd September, 2024 and regularise as Directors by the approval of shareholders in the AGM w.e.f. 28^th September, 2024 and further, Ms. Amarjeet Kaur Sachdeva changed the designation to Non- executive Non- independent Director w.e.f. 8^th November, 2024.

*Mr. Pankaj Kishore Shah and Ms. Rupali Pankaj Shah resigned form the directorship of the Company w.e.f. 21^st October, 2024 and further, Ms. Bharvi Mansukhlal Shah and Ms. Krutika Ghadigaonkar resigned form the directorship of the Company w.e.f. 29^th October, 2024.

*Change in designation of Mr. Paramjeet Singh Chhabra as Managing Director and appointment of Mr. Sanjay Kumar Garg and Mr. Rajiv Malik as Additional Directors on the Board of the Company w.e.f. 12^th May, 2025 subject to the approval of Shareholders in the ensuing 45^th AGM.

The Nomination and Remuneration Committee consists of the following members:

(i) Mr. Sanjay Kumar Garg, Chairperson

(ii) Ms. Amarjeet Kaur Sachdeva, Member

(iii) Mr. Rajiv malik, Member

During the financial year under review, the Nomination and Remuneration Committee met 1 (one) time namely on 2^nd September, 2024.

Following is the detail of the attendance of each of the members of the Nomination and Remuneration Committee at its Meetings held during the financial year under review:

*Mr. Paramjeet Singh Chhabra, Ms. Amarjeet Kaur Sachdeva and Mr. Amandeep Singh were appointed as Additional Director on the Board of the company w.e.f. 2^nd September, 2024 and regularise as Directors by the approval of shareholders in the AGM w.e.f. 28^th September, 2024 and further, Ms. Amarjeet Kaur Sachdeva changed the designation to Non- executive Non- independent Director w.e.f. 8^th November, 2024.

*Mr. Pankaj Kishore Shah and Ms. Rupali Pankaj Shah resigned form the directorship of the Company w.e.f. 21^st October, 2024 and further, Ms. Bharvi Mansukhlal Shah and Ms. Krutika Ghadigaonkar resigned form the directorship of the Company w.e.f. 29^th October, 2024.

In terms of provisions of Regulation, 34(2) read with Para B of Schedule V of the SEBI Listing Regulations, a detailed review of the operations, performance, and outlook of the Company and its business is given in the Management Discussion and Analysis Report, which is furnished in "Annexure A".

Corporate Governance compliance and disclosure do not apply to your Company as the Company does not exceed the threshold limit as provided under Regulation 15(2)(a) of SEBI Listing Regulations and hence the disclosure as per part C to E of Schedule V does not apply to your Company. Your Company is required to disclose details as per parts A, B, F, and G of Schedule V of SEBI Listing Regulations.

A Disclosure regarding non-applicability of Corporate Governance is annexed as Annexure- I in the Report.

Part A of Schedule V of SEBI Listing Regulations is with respect to the Related Party Disclosures. Your Company does not have any holding company or subsidiary company. However, your Company has entered into transactions with the promoter/ promoter group companies that hold 10% or more shareholding in the Company, and the same is disclosed in the Financials as per the format prescribed in the relevant accounting standards.

Part B of Schedule V of SEBI Listing Regulations is for Management Discussion and Analysis, which is furnished in "Annexure A".

Your Company does not have any details of shares in the Demat suspense account/ or unclaimed suspense account and hence there is no disclosure made as per Part F of Schedule V of SEBI Listing Regulations.

There were no agreements binding your Company during the financial year under review and hence there is no disclosure made as per Part G of Schedule V of SEBI Listing Regulations.

The Certificate, as required under Regulation 17 (8) of the Listing Regulations, duly signed by the Chief Financial Officer of the Company, was placed before the Board, and the same is enclosed to this Report and forms part of the Annual Report as Annexure-II.

As required under Section 134 (5) of the Act, the Directors, to the best of their knowledge and ability confirm that:

(i) In the preparation of the annual accounts for the financial year that ended 31^st March, 2024, the applicable accounting standards were followed along with the proper explanation relating to material departures;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as of 31^st March, 2024, and its profit and loss for the financial year under review;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts for the financial year 2023-24 on a 'going concern' basis;

(v) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) They have devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.

As per the provisions of Section 178(3) and Section 134 (3) (e) of the Act and on the recommendation of the Nomination & Remuneration Committee of the Company, the Board of Directors had approved a Policy which lays down a framework about appointment and remuneration of Directors, Key Managerial Personnel and the other employees and their remuneration which are furnished in "Annexure B".

The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of remuneration to Directors, Key Managerial Personnel, and other employees. The policy also provides the criteria for determining qualifications, positive attributes, and Independence of the Director and criteria for appointment of Key Managerial Personnel/Senior Management while making the selection of the candidates.

The Policy on Appointment and Remuneration of the Directors as approved by the Board is available on the website of the Company and can be accessed through the web link http:// www.springformtech.com/CorporateGovernance/RemunerationPolicy.html

During the financial year under review, your Company has not given any loan or guarantee made any investment, or provided any security under Section 186 of the Act.

Your Company has adequate policies and procedures for the identification and monitoring of Related Party Transactions, All the transactions entered into with the Related Parties during the financial year under review were on an arm's length basis and were in the ordinary course of business. The Company has presented all Related Party Transactions before the Board specifying the nature, value, and terms and conditions of the transaction.

There have been no materially significant related party transactions with the Company's Promoters, Directors, and others as defined in Section 2(76) of the Companies Act, 2013 which may have a potential conflict of interest with the Company at large. Disclosure in Form AOC- 2 is furnished in "Annexure C", Your attention is drawn to the related party disclosure made in the note contained in the financial statements of the Company.

Your Company has framed a Policy on the Materiality of Related Party Transactions and on dealing with Related Party Transactions in accordance with the SEBI Listing Regulations and the Act as amended from time to time. The Policy intends to ensure that proper reporting, approval, and disclosure processes are in place for all transactions between the Company and the Related Parties.

The policy is available on the website of the Company at http:// www.springformtech.com /PDF/PolicyonRPT.pdf

The information about the conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo as required under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure D".

Your Company has in place a mechanism to identify, assess, monitor, review, and mitigate various risks to key business objectives that may threaten the existence of the Company. The major risks identified by the business and functions are systematically addressed through mitigating actions continuously. The Policy on Risk Management as approved by the Board is available on the Company's website and can be accessed through the web link below: http:// www.springformtech.com/CorporateGovernance/RiskManagementPolicy.html

The provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 do not apply to the Company and hence, your Company is not required to adopt the Corporate Social Responsibility Policy or constitute a Corporate Social Responsibility Committee during the financial year under review.

During the financial year under review, the Company has not received any significant orders/ material orders passed by any of the Regulators/ Courts/ Tribunals impacting the ongoing concern status of the Company and its operations in the future.

Your Company is committed to maintaining an ethical workplace that facilitates the reporting of potential violations of the Company's policies and applicable laws. To promote the highest ethical standards, your Company encourages its employees who have concern(s) about any actual or potential violation of the legal & regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. any claim of theft or fraud, and any claim of retaliation for providing information to or otherwise assisting the Audit Committee, to come forward and express his/her concern(s) without fear of punishment or unfair treatment.

Pursuant to the provisions of Section 177 (9) of the Act and the SEBI Listing Regulations, your Company has established a robust Vigil Mechanism for Directors and Employees to report to the management instances of unethical behaviour, actual or suspected, fraud, or violation of the Company's Code of Conduct. The Whistle Blower Policy/Vigil Mechanism provides that the Company investigates such incidents, when reported, in an impartial manner and shall take appropriate action as and when required to do so.

The Policy also provides the mechanism for employee(s) to raise their concerns that could have a grave impact on the operations, performance, value, and reputation of the Company and also provides direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the website at: http:// www.springformtech.com/CorporateGovernance/WhistleBlowerPolicy.html

During the financial year under review, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act read with Companies (Acceptance of Deposit) Rules, 2014, and no amount on account of principal or interest on deposits from the public was outstanding as on the date of the balance sheet.

During the financial year under review, there was a change in the promoter shareholding due to the takeover/ acquisition of the Company vide an Open Offer dated 10^th April, 2024, by Mr. Paramjeet Singh Chhabra, Mrs. Amarjeet Kaur Sachdeva, and Mr. Amandeep Singh in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Due to such changes in the management of the Company, your Board is of the view that there may be changes that affect the company's financial position in the future.

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return for the Financial Year 2024-25, which will be filed with the Registrar of Companies/MCA, is hosted on the Company's website and can be accessed at http://www.springformtech.com/PDF/Form MGT7 23 24.PDF.

During the financial year under review, your Company is not required to maintain Cost Records as specified by the Central Government under Section 148 (1) of the Act.

During the financial year under review, your Company's Registrar and Transfer Agent was Purva Sha registry India Private Limited.

The disclosure about remuneration and other details, as required to be furnished under Section 197 (12) of the Act read with Rule 5(1) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are as follows:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year ended on 31^st March, 2024, is NIL as none of the Directors is paid any remuneration.

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, and Company Secretary in the financial year is NIL.

c. The percentage increase in the median remuneration of employees in the financial year is NIL.

d. The number of permanent employees on the rolls of the Company is Four (4)

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 point out if there are any exceptional circumstances for increase in the managerial remuneration is NIL as no remuneration was increased to any managerial personnel any time during the financial year under review.

f. Affirmation that the remuneration is as per the remuneration policy of the Company: The remuneration paid to the Directors, Key Managerial Personnel, and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act.

Your Company does not have any employee drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Your Company does not have any Employee Stock Option Scheme/ Plan.

The members of the Company at its 40^th Annual General Meeting had appointed M/s. Vandana V. Dodhia & Co., Chartered Accountants, Mumbai (Firm Registration No. 117812W) as the Statutory Auditor of the Company to hold office from the conclusion of 40^th Annual General Meeting till the conclusion of 45^th Annual General Meeting of the Company.

However, M/s. Vandana V. Dodhia & Co., Chartered Accountants, to enable the management make required changes, vide their resignation letter dated 13^th May, 2025 have resigned as the Statutory Auditor of the Company effective from 13^th May, 2025 which resulted into casual vacancy in the office of Statutory Auditor as envisaged by Section 139(8) of the Companies Act, 2013 and Board took note of the same.

The Board of Directors at its meeting held on 11^th June, 2025, as per the recommendation of the Audit Committee, and pursuant to the provisions of Section 139(8) of the Companies Act, 2013, passed resolution for recommendation/ appointment of M/s Ajay K. Kapoor & Company, Chartered Accountants (FRN: 013788N), to hold office as the Statutory Auditors of the Company till the conclusion of 45^th AGM and to fill the casual vacancy caused by the resignation of M/s. Vandana V. Dodhia & Co., Chartered Accountants, Mumbai (Firm Registration No. 117812W) subject to the approval of the members in the ensuing General Meeting of the Company.

The Board of Directors at its meeting held on 11^th June, 2025, as per the recommendation of the Audit Committee and pursuant to Section 139 and other applicable provisions, if any, of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions if any, recommended the appointment of /s Ajay K. Kapoor & Company, Chartered Accountants (FRN: 013788N), as Statutory Auditors of the Company to hold office for a period of five years, from the conclusion of the 45^th Annual General Meeting ("AGM"), till the conclusion of the 50^th AGM of the Company to be held in the year 2030. The appointment of M/s Ajay K. Kapoor & Company, Chartered Accountants as Statutory Auditors of the Company is recommended for approval of the shareholders of the Company.

The basis of recommendation of M M/s Ajay K. Kapoor & Company, Chartered Accountants for appointment as Statutory Auditors are particulars of experience, attributes and skills that qualify M/s Ajay K. Kapoor & Company, Chartered Accountants for appointment as Statutory Auditor, are disclosed in the explanatory statement forms part of the AGM Notice.

Auditors' Report:

Your Company's Directors have examined the Statutory Auditors' Report issued by M/s. Vandana V. Dodhia & Co., Chartered Accountants on the Annual Accounts of the Company for the financial year ended 31^st March, 2025. There are no observations (including any qualifications, reservations, adverse remarks, or disclaimers) of the Auditors in the Audit Report. Further, the notes to the accounts referred to in the Auditor's Report are selfexplanatory.

Pursuant to the provisions of Section 204 of the Act and the rules framed there under Ms. Ritika Wasson, Proprietor of Ritika Wasson & Co., Company Secretaries was appointed as Secretarial Auditor of the Company and the Secretarial Audit Report issued in Form MR-3 is furnished in "Annexure E".

Further, the Board at its meeting held on 23^rd July, 2025 has subject to approval of shareholders of the Company, approved the appointment of Ms. Ritika Wasson, Proprietor of Ritika Wasson & Co., Company Secretaries as the Secretarial Auditor of the Company for a term of five years commencing from the financial year 2025-26 up to financial year 2029-2030 at a remuneration fixed by the Board of Directors of the Company in consultation with Audit Committee from time to time. The said proposal forms a part of the notice of the AGM.

The Internal Auditor of the Company reports to the Managing Director and the Audit Committee of the Board. The Internal Auditor reviews and approves a risk-based annual internal audit plan as per the scope, functioning, periodicity, and methodology for conducting the internal audit.

Your Company has in place a Policy for a free workplace as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 (POSH, 2013). Your Company has complied with the provision relating to the constitution of the Internal Committee under POSH, 2013. Your Company is committed to providing a safe and conducive work environment to all of its employees and associates. During the financial year under review, no complaints about sexual harassment of women at the workplace under POSH, 2013 were received by the Company.

Your Company has an adequate system of Internal Financial Control commensurate with its size and scale of operations, procedures, and policies, ensuring the efficient and orderly conduct of its business, including adherence to the Company's policy, safeguarding of its assets, prevention, and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, your Board is of the opinion that the Company has an adequate Internal Financial Control System that is operating effectively during the financial year under review.

There were no instances of fraud that necessitated reporting of material misstatements to the Company's operations,

During the financial year under review, there have been no frauds reported by the Statutory Auditors of the Company under Section 143(12) of the Act.

During the financial year under review and till the date of this Report, your Company has neither made any application against anyone nor any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

Your Company has not made an application for One Time Settlement (OTS) with any Bank or Financial Institution.

Your Board places on record its gratitude to the government and regulatory authorities including the BSE Limited and the correspondent banks for their support. Your Board acknowledges the support of the shareholders and also places on record its sincere thanks to its valued client for its continued patronage. Your Board also appreciates all employees of the Company for their sincere work and commitment.