Aksh Optifibre Ltd

Dear Shareholders,

The Directors of your company are pleased to present the Thirty-Eighth (38th) Annual Report on the business and operations of Aksh Optifibre Limited, along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2025.

FINANCIAL RESULT

The summary of financial performance of Aksh Optifibre Limited ("Aksh" or "the Company"), for the Financial Year ended March 31, 2025 is summarized below:

Rs. in Lakhs

STATE OF COMPANY'S AFFAIRS

Your Company recorded a revenue of Rs. 12,712.48 Lakhs in the current year against Rs. 21,502.16 Lakhs in the previous year The Company operates in two segments viz. Manufacturing and Services. The revenue from Manufacturing segment stood at Rs. 7,511.38 Lakhs against Rs. 13,764.34 Lakhs in the previous year. The revenue of Service segment stood at Rs. 5201.10 Lakhs against Rs. 7,737.82 Lakhs in the previous year.

The loss before interest depreciation tax and amortization of current year stood at Rs. (134.16) Lakhs and Loss After Tax at Rs. (2,011.31) Lakhs.

DIVIDEND

Your Board of Directors have decided not to recommend any dividend for the current financial year.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the Financial Year.

SHARE CAPITAL

During the year under review, the issued, subscribed and paid-up equity share capital of the Company has remained unchanged i.e. 16,26,97,971 equity shares at Rs. 5.00/- each.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2025, the Company has one Indian Wholly Owned Subsidiary namely Aksh Composites Private Limited and three Overseas Wholly Owned Subsidiary namely AOL-FZE, incorporated in SAIF Zone, Sharjah (U.A.E), AOL Technologies, FZE, incorporated in JAFZA, UAE and Aksh Technologies (Mauritius) Limited, incorporated in Mauritius.

The Company also has one Step Down Subsidiary namely AOL Composites (Jiangsu) Co. Ltd, incorporated in China (Subsidiary of AOL-FZE, UAE).

The Company does not have any associate or joint venture Company.

A report on highlights of performance and their contribution to the overall performance of the Company as per Companies Act, 2013 is provided in the prescribed format Form AOC-1 which is annexed herewith as Annexure -I.

Also, the policy for determining material subsidiaries as approved may be accessed on the company's website at https:// akshoptifibre.com/pdf/Policy%20for%20determining%20 Material%20Subsidiary.pdf.

LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 ("the Act") are provided under Notes to Financial Statements of the Company.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered into by the Company during the Financial Year with related party(s) were in ordinary course of business and on arm's length basis. During the year under review, the Company did not enter into any contracts / arrangements / transactions with related parties, which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Your Company has in place a Policy on Related Party Transactions in accordance with the Act and the SEBI Listing Regulations to regulate related party transactions. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all related party transactions. The policy on dealing with related party transactions as approved by the Board may be accessed on the company's website at https://akshoptifibre.com/ pdf/Related%20Party%20Transactions.pdf.

No material Related Party Transactions (transaction(s) exceeding ten (10) percent of the annual consolidated turnover of the Company as per last audited financial statements), were entered during the Financial Year by the Company and considering wholly owned subsidiaries are exempt for the purpose of Section 188(1) of the Act. Accordingly, the disclosure of material transactions with the Related Party as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company. However, all the transaction entered by the company with related parties are provided under the Notes to financial statements of the Company forming part of this report.

DIRECTORS

As on March 31, 2025, the Board of your Company has six (6) Directors, consisting of One (1) Promoter-Non Executive Non-Independent Director & Chairman, Four (4) Independent Directors (including One (1) Woman Independent Director) and One (1) Non-Executive Non-Independent Director.

MEETINGS OF THE DIRECTORS

The Company had conducted 4 (Four) Board Meetings during the financial year 2024-25, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act 2013.

BOARD COMMITTEES & DETAILS THEREOF

Your Board has constituted following statutory committees and they function according to their respective roles and defined scope:

• Audit Committee

• Stakeholders Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Finance Committee

Details of composition, terms of reference and number of meetings held for respective Committees along with the changes thereof are given in the Corporate Governance Report, which forms integral part of this Annual Report.

AUDIT COMMITTEE

As at March 31, 2025, the Audit Committee of the Board of Directors of the Company comprised of 4(Four) members, namely, Mr. Sanjay Katyal, Mr. Sunil Puri, Mr. Harvinder Singh and Mr. Satyendra Kumar Gupta, majority of them being Independent Directors except for Mr. Satyendra Kumar Gupta, who is a Non - Executive Non - Independent Director. Mr. Sanjay Katyal, Independent Director is the chairperson of the Committee.

Further, during the year under review, all recommendations made by the Audit Committee have been accepted by the Board. The Chairman/ Secretary of the respective Committees report to the Board on the deliberations and decisions taken by the Committees.

NOMINATION & REMUNERATION POLICY

The Company has formulated the Nomination and Remuneration Policy in compliance with Section 178 of the Companies Act, 2013 read along with the applicable Rules thereto and Part D of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The objective of this policy is to ensure adequate and proper selection and appointment of Directors, Senior Management Personnel and Key Managerial Personnel. NRC Policy determines the criteria of appointment to the Board and is vested with the authority to identify candidates for appointment to the Board of Directors. In evaluating the suitability of a person for appointment / continuing to hold appointment as a Director, the Nomination and Remuneration Committee takes into account apart from others, Board diversity, person's eligibility, qualification, skills, expertise, track record, general understanding of the business, professional ethics, integrity, values and other fit and proper criteria. Based on recommendation of the NRC, the Board evaluates the candidate(s) and decides on the selection of the appropriate member. In case of re-appointment of any Board member, NRC formulates the basis of evaluation scores of the concerned Board member pursuant to performance evaluation, recommends its decision to the Board to extend or continue the term of appointment of the Board members. Additionally, NRC recommends to the board, remuneration, in whatever form, payable to senior management.

The said policy is available on the website of the Company and can be accessed at https://akshoptifibre.com/pdf/Nomination_ Remuneration_Policy.pdf.

CHANGES IN DIRECTOR(S)/KEY MANAGERIAL PERSONNEL (KMP)

Following changes occurred in the KMP of the Company during the Financial Year 2024-25:

I n terms of Section 203 of the Companies Act, 2013, following are the KMPs of the Company as on March 31, 2025:

1. Mr. Gaurav Mehta, Chief Executive O_cer-Corporate A_airs & Group Company Secretary

2. Mr. Lokesh Khandelwal, Group Chief Operating O_cer

3. Mr. Nikhil Jain, Chief Financial O_cer

4. Mr. Mayank Chadha, Company Secretary & Compliance O_cer

There were no other changes in the Directors/KMP during the Financial Year, apart from the changes disclosed above.

Director(s) Retiring by Rotation at the ensuing Annual General Meeting, who o_ers themselves for re- appointment:

In accordance with Section 152 of the Companies Act, 2013, Mr. Satyendra Kumar Gupta (DIN: 00035141), Non- Executive Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible, o_ers himself for re-appointment. The Nomination and Remuneration Committee & the Board recommends the resolution for his re-appointment for the approval of the Members at the ensuing AGM. A brief profile and other details relating to re-appointment of Mr. Gupta are provided in this Annual Report.

None of the Directors are disqualified under Section 164(2) of the Companies Act, 2013.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming:

1. That they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any amendment thereof.

2. That their names in the data bank of Independent Directors are maintained with the Indian Institute of Corporate A_airs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

3. That they have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

4. That they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise, are independent of the Management and hold highest standards of integrity.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

No material changes and commitments have occurred after the closure of the financial year till the date of this Report, which a_ect the financial position of the Company

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (‘IBC')

Four applications were filed by the Operational Creditors under Section 9 of the Insolvency and Bankruptcy Code, 2016, before the Hon'ble National Company Law Tribunal (NCLT) against the Company. In respect of three applications, the Company had obtained the requisite approval from the Reserve Bank of India (RBI), and the matters have been fully and finally settled. Pursuant thereto, the Hon'ble Tribunal has disposed of the aforesaid three matters as settled. One application is still pending before the NCLT, which the Company has duly opposed in accordance with the relevant provisions of the Insolvency and Bankruptcy Code, 2016. During the previous financial year, one of the Financial Creditors initiated proceedings before the Hon'ble National Company Law Tribunal ("NCLT") by filing an application under Section 7 of the Insolvency and Bankruptcy Code, 2016. The amount claimed in the said application is disputed by the Company, and this position has been duly communicated to both the Financial Creditor and the Hon'ble NCLT. The matter is presently at the stage of final arguments.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in accordance with the parameters suggested by the Nomination and Remuneration Committee, for determining the performance evaluation of Independent Directors, Chairman, Board as a whole, Board Committees and other Individual Directors which include the criteria for performance evaluation of the Non-Executive Directors and Executive Directors. A process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

The statement indicating the manner, in which, formal annual evaluation of the Directors, the Board and Board Level Committees was carried out, are given in detail in the report on Corporate Governance, which forms an integral part of this Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Certificate fromtheSecretarialAuditorscertifyingthecomplianceofCorporate Governance enumerated in Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report as Annexure- V which forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provisions of Regulation 34(2) of the SEBI (LODR) Regulations, 2015, the Report on Management Discussion and Analysis has been annexed and forms part of the Annual report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted Corporate Social Responsibility Committee as per Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company has Corporate Social Responsibility Policy (CSR Policy) which is uploaded on the website of the Company and can be accessed at https://akshoptifibre.com/pdf/CSR-Policy-2025.pdf elaborating the activities to be undertaken by the company in furtherance and due discharge of its corporate social responsibility.

The Company has a Corporate Social Responsibility (CSR) Committee comprising three (3) members, as detailed in the Corporate Governance Report forming part of this Annual Report.

However, in accordance with statutory requirement of the Act, land on account of losses, the company has Nil obligation towards CSR Expenditure during the Financial Year 2024-25, therefore no CSR expenditure has been incurred under Section 135 of the Companies Act, 2013 during the Financial Year 2024-25.

In terms of provisions of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities is annexed herewith as

Annexure -II.

PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your company has demonstrated unwavering commitment to employee welfare by refraining from any layo_s during the peak of the COVID-19 pandemic, ensuring job security amidst unprecedented challenges. Keeping employee wellbeing foremost, we have embraced the post-pandemic way of life and work. By institutionalizing digitizing processes, refreshing our culture, we are collectively fostering new ways of working. Future ready trails of agility, digital mind-set and customer centricity are being consciously imbibed, both in thought and action, at every level across the organization. Richer collaborations and stronger teamwork have accelerated our pursuit of excellence.

In alignment with our dedication to fair compensation, the minimum monthly wage within our organization has been set at Rs. 35,000/- for the fiscal year 2025–26 which is much higher than the minimum wages fixed by the Government. Consequently, no employee in your company earns less than Rs. 35,000/- per month, reflecting our adherence to equitable pay standards.

Moreover, your organizational structure promotes inclusivity, as evidenced by a commendably low ratio of 22:1 between the highest and lowest salary, which stands in stark contrast to the more pronounced disparities observed in many other companies. Central to our ethos is a proactive Human Resources department that consistently implements best practices to fulfil the evolving needs and aspirations of our employees, thereby fostering a motivated and engaged workforce.

The Company believes that Diversity, Equity and Inclusion in the workplace, nurture innovation by leveraging the variety of opinions and perspectives from employees who come from varied backgrounds.

The ratio of remuneration of each Director to the median employee's remuneration and other details prescribed in Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, shall be annexed to the Annual Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten (10) employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules shall be disclosed in the Annual Report.

During the year under review, the Company had no Whole-time Director/Managing Director on its Board. Hence, the disclosure of receipt of any remuneration or commission by Whole-time Director/Managing Director from any of Company's subsidiaries is not applicable.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company at investor.relations@akshoptifibre. com.

RISK MANAGEMENT POLICY

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Major risks identified by the businesses and functions are addressed through mitigating actions on a continuing basis.

However, the applicability of implementation of Risk Management Policy is not applicable to the Company. Accordingly, the management systems, structures, processes, standards, code of conduct and behaviours govern the conducts of the business of the Company and manages associated risks.

CREDIT RATING

In view of continuing default with the bank, the Company has not taken any ratings during the financial year 2024-25.

CONSOLIDATED FINANCIAL STATEMENTS

As provided in the Indian Accounting Standard (IND-AS) issued by the Ministry of Corporate A_airs on Consolidated Financial Statements, the same are attached which form part of the Annual Report.

STATUTORY AUDITORS

At the 35th Annual General Meeting held on September 16, 2022, pursuant to the provision of the Companies Act, 2013 and rules made thereunder, M/s P C Bindal & Co., Chartered Accountants (FRN: 003824N) were appointed as Statutory Auditors of the Company, who shall hold o_ce till the conclusion of the 40th Annual General Meeting.

The Auditor's report read with the relevant Notes to Accounts are self-explanatory and therefore do not require any further explanation.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records & Audit) Rules, 2014 including any statutory modifications thereof, the Company maintains accounts and records of the applicable products relating to the business of Manufacturing of Fibre Reinforced Plastic Rods. The Company is required to appoint a cost auditor to audit the cost accounts and records of the applicable products of the Company.

The Company had appointed M/s Vimal K Gupta & Associates, as Cost Auditors of the Company for the Financial Year 2024-25. Further, the Board has appointed M/s Ajay Kumar Singh & Co., as Cost Auditors of the Company for the Financial Year 2025-26 at a fee of Rs. 90,000/- plus GST and reimbursement of out of pocket expenses, subject to ratification of fees by the Shareholders in ensuing Annual General Meeting.

Disclosure of maintenance of Cost Records

The Company made and maintained the Cost Records under Section 148 of the Companies Act, 2013 for the Financial Year 2024-25.

SECRETARIAL AUDITORS

The Company had appointed M/s Jayant Gupta & Associates, Company Secretaries, to conduct the Secretarial Audit for the Financial Year 2024-25. However, due to the sudden demise of Mr. Jayant Gupta during the year under review, the company has appointed M/s Neelam Gupta & Associates as the Secretarial Auditors of the Company for the Financial Year 2024-25. The Secretarial Audit Report received from M/s Neelam Gupta & Associates for the Financial Year ended March 31, 2025 is annexed herewith as Annexure –III to this Report. The Secretarial Auditor's report is self-explanatory and therefore do not require further explanation A Secretarial Compliance Report for the financial year ended March 31, 2025 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s Neelam Gupta & Associates, Company Secretaries, Secretarial Auditors.

Upon the recommendation of the Audit Committee, the Board of Directors approves and recommends for shareholders' approval the appointment of M/s Neelam Gupta & Associates (COP: 6950) for a first term of 5 (five) years beginning from financial year 2025-26.

INTERNAL AUDITORS

Pursuant to the provisions of the Companies Act, 2013 the Company is required to appoint Internal Auditors for conducting the internal audit of the a_airs of the Company.

Accordingly, the Company had appointed two Internal Auditors i.e. Felix Advisory Private Limited as Internal Auditor for Manufacturing Units(s) and Corporate O_ce of the Company and M/s S.R. Goyal & Co., Chartered Accountants for Services Business of the Company for Financial Year 2024-25.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

RECOGNITION

TheCompany'smanufacturingfacilitiescontinuetoremaincertified by independent and reputed external agencies as being compliant as well as aligned with the National and International standards for The Telecom Quality Management System, Information Security Management System, Environmental Management System, Complaint Handling Management System and Occupational Health & Safety Management System, i.e. TL 9000:2016, ISO 9001:2015, ISO 14001:2015, and ISO 45001:2018 respectively. The Company's Quality Testing Labs for both OF & OFC division are NABL Accredited i.e. (ISO/IEC 17025:2017). The Company's FRP Division is accredited with ISO 9001:2015, ISO 14001:2015 & ISO 45001:2018. The company service division is also accredited with ISO 9001:2015, ISO/IEC 20000-1:2018 Information Technology Service Management, ISO/IEC 27001:2013 Information Security Management System.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. Your Directors recognizes and appreciates the sincerity, hard work, loyalty, dedicated e_orts and contribution of all the employees during the year. The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing process at the locations of Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings & outgo as required to be disclosed under the Act, are provided in Annexure –IV and is annexed to this report.

DETAILS WITH RESPECT TO THE ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has Internal Financial Control Systems which is in line with requirement of the Companies Act, 2013. The system intends to increase transparency and accountability in the Company's process of implementing a control system.

The internal control systems of the Company are monitored and evaluated by Internal Auditors and their Audit reports are placed and reviewed by the Audit Committee of the Board.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return for the year ended March 31, 2025 is available on the Company's website and can be accessed at www. akshoptifibre.com.

Further, the Company shall upload the Certified Annual Return on the website of the company after filing of same with Registrar of Companies in due course.

LISTING OF SHARES

The equity shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The listing fee for the year 2025-26 has already been paid to the credit of both the Stock Exchanges.

SIGNIFICANT MATERIAL ORDERS

During the year under review, Hon'ble Deputy Inspector General, Registration and Stamp Department, Special Cell, Rajasthan had ordered to recover the stamp duty on the amalgamation of APKash Broadband Private Limited with its parent company Aksh Optifibre Limited vide its order dated October 04, 2023 for an amount of 3068.85 Lakhs plus Interest, Penalty and Surcharge. The company has paid Rs. 120 Lakhs in protest. However, pursuant to recent amendments to the provisions of the Rajasthan Stamp Act, the stamp duty was duly recalculated to be Rs. 0.13 Lakhs, which the Company has since paid. The protest money of Rs. 120 Lakhs continue to be carried as a recoverable amount in the Company's books based on legal opinion received from the consultant.

The Company, received Notice under Section 13(2) of SARFAESI Act, 2002' from Union Bank of India (UBI) on October 28, 2024, followed by notice under Section 13(4) of SARFAESI Act, 2002 dated January 20, 2025 for claim amount of Rs. 4,973 lakhs (approximately). Pursuant to the Notice received by the Company under section 13(4) of SARFAESI Act, 2002, the company has filed Securitization Application (SA) before Debt Recovery Tribunal (DRT), Jaipur. The Hon'ble Tribunal has granted Interim stay to the company and has listed the matter for further adjudication.

DETAILS RELATED TO DEPOSITS

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits were outstanding as on March 31, 2025.

EMPLOYEE STOCK OPTION SCHEME (ESOS) / EMPLOYEE STOCK PURCHASE SCHEME (ESPS)

Your Company has not issued shares (including sweat equity shares) to employees of the company under the ESOS scheme or otherwise as on March 31, 2025.

SHARES WITH DIFFERENTIAL VOTING RIGHTS

Your Company has not issued equity shares with di_erential voting rights, dividend or otherwise;

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year, the Statutory Auditors, the Secretarial Auditors and the Cost Auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company has zero tolerance towards Sexual Harassment of Women at the workplace and has adopted Policy in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder.

Pursuant to the provisions of the said Act, the Company has duly constituted the Internal Complaints Committee (ICC) to redress the complaints received. Your Directors further state that during the year under review there were no complaints/ cases filed/ pending pursuant to the said Act.

DETAILS OF ONE TIME SETTLEMENT BY THE COMPANY

During the year under review, HDFC Bank Limited vide its letter dated October 16, 2024, has approved the One-time Settlement (OTS) o_er made by the Company, under which the company is required to pay Rs. 2,559.78 lakhs as full and final settlement against the outstanding dues on or before January 7, 2025. In compliance with the above said OTS, the company has part complied with the terms and has sought extension which is under consideration by the HDFC Bank.

UNCLAIMED DIVIDEND

As on March 31, 2025, The details of amount lying in the unpaid dividend accounts of the Company in respect of last seven years are as under:

Pursuant to Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the dividend, which remains unpaid or unclaimed for a period of seven years from the date of transfer to the unpaid dividend account of the Company, is required to be transferred to IEPF. Further, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more are required to be transferred by the Company to the demat account of IEPF Authority.

DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134 (5) of the Companies Act, 2013:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of a_airs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and su_cient 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; and 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 e_ectively.

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 e_ectively.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation to the contribution made by the employees.

Your Directors would also like to express a profound sense of appreciation and gratitude to all the stakeholders for the patronage and for the commitment shown in supporting the company.

We look forward to your continued support and co-operation as we move forward, while assuring our continued commitment to maintain healthy and fruitful relationship.