IL&FS Engineering & Construction Co Ltd

The Members

IL&FS Engineering and Construction Company Limited (IECCL)

Your Directors take pleasure in presenting 36th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2025.

I. FINANCIAL RESULTS : ('in Crores)

During the year ended March 31, 2025, your Company achieved a turnover of Rs. 372.33 Crore on a Standalone basis as against Rs. 332.62 Crore in the previous year ended March 31,2024. The net loss for the year amounted to Rs. (4.92) Crore as against Rs. (77.19) Crore in the previous corresponding year.

The turnover is attributable to revenues generated from existing projects. The Company continues defaulting on existing loans to lenders including borrowing from promoters and follows the terms of the moratorium of Hon'ble NCLAT, Mumbai.

No dividend is recommended.

No amount is transferred to Reserves for financial year ended March 31,2025.

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

The Company has executed orders worth Rs. 321.38 Crore (approx.) during the year and had closing order book value of Rs. 635 Crore.

Your Company is part of the Infrastructure Leasing and Financial Services Limited ("IL&FS") group and is awaiting its resolution as per the Resolution Framework approved by the Hon'ble National Company Law Appellant Tribunal (NCLAT), Mumbai. As part of requisite processes, the Committee of Creditors, comprising all financial creditors have consented for resolution of the Company.

Due to ongoing resolution process, the Company is not able to bid for new projects except taking up projects on back-to back basis to meet out the fixed overheads with an overall objective of maintaining the going concern status as per Orders of Hon'ble NCLT

During the year under review, there was no change in the share capital of the Company.

None of the Directors of the Company hold any shares or any convertible instruments of the Company.

During the year under review, your Company has not accepted any deposit from public under Chapter V of the Companies Act, 2013.

The Non-executive Directors hold the entire composition of the Board of Directors of the Company. The composition is in compliance with Regulation 17 of SEBI LODR read with Article 117 of Articles of Association of the Company.

During the Financial Year 2024-25, Mr. Manish Kumar Agarwal, a Non-Executive Director resigned and Ms. Lubna Ahmad Usman was appointed as a Director in Non-executive Capacity. The approval of shareholders was obtained in support of the said appointment through postal ballot on March 24, 2025.

No relative(s) of Directors have/has been appointed to the office or place of profit in the Company during the year. The Board of Directors as on March 31,2025, comprise the following six non-executive directors.

None of the Directors of the Company are inter-se related to each other.

The Non-Executive Directors are paid sitting fee & reimbursement of expenses, if any for attending the meetings of Board and various Committees. The approval of the Audit Committee has been duly obtained for payment of sitting fees and expenses as aforesaid, to Promoter Directors and other members of the Board.

Except as mentioned above, no other payments were made by the Company to the Directors and the Company does not have any pecuniary relationship or transactions with any of the members of the Board.

Further the Independent Directors have provided requisite declarations as per Section 149(6) of The Companies Act, 2013. The Independent Directors possess integrity, expertise (including proficiency) to hold the Directorship in the Company.

The policy is available on the website of the Company at https://ilfsengg.com/html/policies.php

Mr. Kazim Raza Khan, Chief Executive Officer, Mr. Naveen Kumar Agrawal, Chief Financial Officer and Mr. Rajib Kumar Routray, Company Secretary continue to be the Key Managerial Personnel of the Company in FY' 25.

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, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) That such accounting policies have been selected and applied them consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of March 2025 and of the loss of the company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That subject to the Management's assessment of appropriateness of going concern assumption basis the negative indicators, the Annual Accounts have been prepared on a going concern basis.

e) That proper internal financial controls were in place and that the internal financial controls were adequate and were operating effectively; and

f) That proper systems were devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, Statutory, Cost and Secretarial Auditors and the reviews performed by management and the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2024-25.

During the financial year, the Company did not grant, issue, or allot any Employee Stock Options (ESOPs) or Sweat Equity shares. Accordingly, there are no outstanding options or shares under these categories.

(Figures in Rs. Crores)

The Board of Directors of the Company met 5 (five) times including through video conferencing/other Audio-Visual means on May 21,2024, August 8, 2024, September 28, 2024, November 4, 2024, and February 11,2025. All other details are mentioned in the Corporate Governance section of this report.

The Audit Committee of the Board of Directors of the Company comprises 3 (three) Member-Directors with majority being Independent. During the year, under review there was no change in the composition of the Committee. The details including dates of meetings, attendance and other details of the meetings of Audit Committee are mentioned in the Corporate Governance section of this report.

During the year under review, all the recommendations/submissions of the Audit Committee were accepted by the Board of Directors. Further the members of the Committee are competent to read and understand the Financial Statements.

The Stakeholders Relationship Committee of the Company comprises 3 (three) Members- Directors. The Committee was reconstituted on February 11,2025 caused by the cessation of directorship of Mr. Manish Kumar Agarwal, Member from the Board. Mr. Danny Samuel, a Non-executive Director was inducted into the Committee. The details of composition, attendance, and other details are mentioned in the Corporate Governance section of this report.

The Company's Corporate Social Responsibility Committee (CSR) formed on March 18, 2014, was last reconstituted on September 30, 2023. Due to cessation of directorship of Mr. Manish Kumar Agarwal due to resignation, the CSR Committee was reconstituted in FY' 24-25 on February 11,2025. The details of composition of CSR Committee are mentioned in the Corporate Governance section of this report. The policy on CSR is available on the website of the Company at https:// ilfsengg.com/html/policies/CSR_Policy.pdf. The meeting of Committee was not held during the Financial Year 2024-25 as the Company was not required to spend on account of Corporate Social Responsibility obligations as per Section 135 of the Companies Act, 2013 and the Rules, made thereunder.

The Nomination and Remuneration Committee of the Company comprises 3 (three) Members-Directors. One of the Independent Directors holds the position of Chairperson of the Committee. During the year under review, there was no change in the composition of the Committee. The details including dates of meetings, attendance and other details of the meetings of Nomination and Remuneration Committee are mentioned in the Corporate Governance section of this report.

The constitution of a Risk Management Committee is not applicable as the requisite statutory criterion does not trigger formation of the said Committee. However, the Board of Directors have formulated a Risk Management Policy consisting of various elements of risk and mitigation measures.

The Board of Directors of the Company is responsible for overseeing the implementation of the Risk Management Policy. In the opinion of the Board, the policy on risk management addresses the risks associated with the business including identification of elements of risks which may threaten the existence of the Company. The Board of Directors/Audit Committee reviews the risk assessment and mitigation procedures across the entity from time to time. The critical enterprise level risks of the Company and the mitigation measures being taken are provided in the Management Discussion and Analysis Report.

As per Section 129(3) of the Companies Act, 2013 and Regulation 34 of the Listing Regulations, the Consolidated Financial Statements of the Company forms part of this report. The copies of Audited Financial Statements of the Subsidiaries except Maytas Infra Saudi Arabia Company (MISA), a foreign Joint Venture Subsidiary are available on the website of the Company at www.ilfsengg.com. The Commercial Registration status of MISA as per the records of Kingdom of Saudi Arabia issued on 10th July 2011 is valid for 25 years, although the said subsidiary is not authorized to conduct business post expiry of license on 2nd December 2017. This has led to non-receipt of audited financial statements of MISA by your Company. Further the Company had issued a Corporate Guarantee for SAR 103 Million (equivalent to Rs.234.56 Crore) on 30th July 2012 to MISA against a loan of Rs.141.39 Crore, availed by MISA. MISA has ceased its operations for a period more than three years. No claim has been filed on the Company by the Lender of MISA till the date of this Report.

Following are the Subsidiaries of your Company:

1. Angeerasa Greenfields Private Limited

2. Ekadanta Greenfields Private Limited

3. Saptaswara Agro-Farms Private Limited

4. Maytas Metro Limited

5. Maytas Infra Assets Limited

6. Maytas Vasishta Varadhi Limited

7. Maytas Infra Saudi Arabia (Foreign Subsidiary)

SBG Projects Investments Limited

1. NCC - Maytas (JV)

2. NEC - NCC - Maytas (JV)

3. Maytas - NCC (JV)

4. NCC - Maytas (JV) (Singapore Class Township)

5. Maytas - CTR (JV)

6. NCC - Maytas - ZVS (JV)

7. ITNL - IECCL JV

1. Maytas KBL (JV)

2. Maytas KCCPL Flow more (JV)

3. Maytas MEIL KBL (JV)

4. Maytas MEIL ABB AAG (JV)

5. MEIL Maytas ABB AAG (JV)

6. MEIL Maytas KBL (JV)

7. MEIL Maytas WIPL (JV)

8. MEIL Maytas AAG (JV)

9. MEIL - SEW - Maytas - BHEL (JV)

10. L&T KBL Maytas (JV)

11. Maytas - Rithwik (JV)

12. Maytas Sushee (JV)

13. Maytas Gayatri (JV)

14. IL&FS Engg - Kalindee (JV)

15. AMR-Maytas-KBL-WEG (JV)

16. ITDC-Maytas (JV)

17. IL&FS Engg.-GPT (JV)

Further none of the entities have been associated/ disassociated as Joint Ventures of your Company during the year under review.

The performance and financial position of the Subsidiaries, Joint Ventures and Associates Companies are enclosed as Annexure 1 to this report as per AOC-1.

Your Company continues to remain the subsidiary of M/s. Infrastructure Leasing and Financial Services Limited in terms of the provisions of Section 2 (87) (i) of the Companies Act, 2013 by virtue of Holding Company's control over the composition of Board of Directors of the Company.

M/s. M Bhaskara Rao & Co., Chartered Accountants, (Firm Registration No. 000459S) Statutory Auditor has carried out Statutory Audit of the Financial Statements of the Company for the Financial Year 2024-2025. Your Board has approved the audited standalone and consolidated financial statements for the Financial Year ended 31st March 2025. The Board has also noted the (modified/unmodified) opinion in the Auditor's Report on the Consolidated Financial Statements for the Year ended March 31,2025:

(i) Material uncertainty related to going concern: Attention is invited to Note 30 regarding continued losses, erosion of net-worth as at the year end, and significant reduction in the Company's income from operations and other matters detailed in the said note. These events and conditions indicate a material uncertainty which cast a significant doubt on the Company's ability to continue as a going concern, and therefore it may not be able to realise its assets and discharge its liabilities including potential liabilities in the normal course of business. The ability of the Company to continue as a going concern is solely dependent on the finalisation and approval of the resolution process, which is not wholly within the control of the Company.

(ii) Note 31(a)(v) regarding ongoing investigations by Serious Fraud Investigation Office of Ministry of Company Affairs (SFIO), Enforcement Directorate (ED) and other regulators / agencies against Infrastructure Leasing & Financial Services Limited (‘IL&FS') and some of its subsidiaries (including the Company). The standalone financial statements of the Company for the year ended on March 31,2025 do not include adjustments, if any, that may arise on account of the ongoing investigations by the investigating and other agencies and Regulatory Authorities.

(iii) Note 51 regarding non-receipt of confirmation of balances as at March 31, 2025 from some customers and vendors. In the absence of confirmations, the adjustments, if any, on account of unsettled transactions, to the carrying values of assets and liabilities cannot be ascertained.

(iv) Note 52 relating to non-recognition of interest expense on borrowings availed by the Company, pursuant to the Interim Order and the Judgement passed by NCLAT specifying October 15, 2018 as cut-off date for initiation of resolution process, of Rs.451.86 Crores (excluding penal/other interest and charges) for the year ended March 31, 2025. Aggregate amount of interest expense not so recognized as at March 31, 2025 is Rs.2619.89 Crores approximately.

(i) We draw attention to note 3(a)(vii) and 32(b)(i) to the consolidated financial statements regarding nonconsolidation of financial statements and other financial information of an overseas subsidiary "Maytas Infra Saudi Arabia Company" for the reasons stated in said notes. We are unable to comment on impact on the consolidated financial statements for the year, carrying values of assets / liabilities and retained earnings of the Group, had the subsidiary's financial statements and other financial information been consolidated.

(ii) Material uncertainty related to going concern: Attention is invited to Note 30 regarding continued losses, erosion of net-worth as at the year end and significant reduction in the Holding Company's income from operations and other matters detailed in the said paragraph. Further, all subsidiaries considered for consolidation have not commenced their operations for a substantial period and their respective financial statements have been prepared not as a going concern. These events and conditions indicate a material uncertainty which cast a significant doubt on the Group's ability to continue as a going concern, and therefore it may not be able to realise its assets and discharge its liabilities including potential liabilities in the normal course of business. The ability of the Holding Company to continue as a going concern is solely dependent on the finalisation and approval of the resolution process, which is not wholly within the control of the Group.

(iii) Note 31(a)(v) regarding ongoing investigations by Serious Fraud Investigation Office of Ministry of Company Affairs (SFIO), Enforcement Directorate (ED) and other regulators / agencies against Infrastructure Leasing & Financial Services Limited (‘IL&FS') and some of its subsidiaries (including the Company). The consolidated financial statements of the Holding Company for the year ended on March 31, 2025 do not include adjustments, if any, that may arise on account of the ongoing investigations by the investigating and other agencies and Regulatory Authorities.

(iv) Note 50 regarding non-receipt of confirmation of balances as at March 31, 2025 from some customers and vendors. In the absence of confirmations, the adjustments, if any, on account of unsettled transactions, to the carrying values of assets and liabilities cannot be ascertained.

(v) Note 51 relating to non-recognition of interest expense on borrowings availed by the Company, pursuant to the Interim Order and the Judgement passed by NCLAT specifying October 15, 2018 as cut-off date for initiation of resolution process, of Rs.451.86 Crores (excluding penal/other interest and charges) for the year ended March 31, 2025. Aggregate amount of interest expense not so recognized as at March 31, 2025 is Rs.2619.89 Crores approximately.

Your Board has noted the modified opinion on consolidated financial statements including other observations reported by the Statutory Auditors in FY' 2024-25 as the continued/repetitive ones. These observations are continued/repetitive in nature. The modified opinion pertains to the non-consolidation of the financial statements of the overseas subsidiary, Maytas Infra Saudi Arabia Company, in the consolidated financial results. The investment in this subsidiary has been fully provided for, and there have been no operations in the entity for over three years. Accordingly, the management believes that the exclusion of its financial information does not have any material impact on the consolidated financial results of the Company.

The Company has institutionalized internal control in the form of standard operating procedures with an objective of orderly and efficient conduct of its business, safeguarding the Company's assets, prevention and detection of frauds, accuracy and completeness of accounting records, and compliance with applicable statutory requirements. The Company is having Oracle e-Business Suite as Enterprise Resource Planning (ERP) System for recording transactions in an integrated way with a complete audit trail.

The Company has also engaged a firm of Chartered Accountants for Internal Audit purposes. The draft internal audit findings of the Internal Auditor covering various business areas, processes, and functions and Action Taken Reports are first reviewed by the management with the Internal Auditor and Auditees. Post, the Internal Auditor presents their report to Audit Committee. The Committee reviews and deliberates on the audit points and issues necessary directions to the management, recommend and submit to the Board of Directors for appropriate directions, basis the categorisation of risks. Besides CEOs and CFOs, other senior executives representing Auditee are invited to join, as and when required in the meetings of Audit Committee for answering to the queries, and clarifications, if any of Members of the Committee.

In terms of the provisions of Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s. RPR & Associates, Company Secretaries, Hyderabad to conduct the Secretarial Audit for FY 2024-25. The Secretarial Audit Report for the Financial Year Ended March 31,2025, is enclosed as Annexure 2 to this report. The observations made by the Secretarial Auditors and the corresponding explanations provided by the management are as under:

The Board of Directors of the Company in its Meeting held on 28th May 2025, have appointed M/s MAKS & Co, a Peer Reviewed Firm of Practicing Company Secretaries as the Secretarial Auditor of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the shareholders at the ensuing 36th Annual General Meeting of the Company.

M/s Narasimha Murthy & Co., Cost Accountants (FRN: 000042) were appointed as Cost Auditors for FY'2024-25 of the Company to conduct the audit of cost records of the Company pertaining to "Roads & Other Infrastructure Projects" categorized as the scheduled product/service areas as per Section 148(1) of The Companies Act, 2013 read with The Companies (Audit and Auditors) Rules, 2014 ("the Rules"). Accordingly, the Company maintains such records and the same is audited every year. Your Company is maintaining the requisite cost records and the Cost Audit report for FY 202425, which shall be filed with the Ministry of Corporate Affairs in due course.

A certificate from the Cost Auditors, certifying their independence and arm's length relationship has been received by the Company. As per the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to Cost Auditors is required to be ratified and confirmed by the members in General Meeting. Accordingly, resolution seeking members' ratification for the remuneration payable to M/s Narasimha Murthy & Co., Cost Accountants is included in the Notice convening the AGM.

During the year under review, the Statutory Auditors, Secretarial Auditor and Cost Auditors have not reported any instance of fraud in respect of the Company, by its officers or employees under Section 143(12) of the Act.

The Secretarial Standards i.e. SS-1 and SS-2 relating to the meetings of the Board of Directors and General Meetings, respectively issued by the Institute of Company Secretaries of India, have been duly followed by the Company.

The Related Party Transactions (RPT) of the Company, if any are transacted as per the Company's RPT Policy. The Policy is consistent with the latest changes brought about by SEBI. All the Related Party Transactions are pre-approved by the Audit Committee irrespective of their nature and dynamics of transactions. The Related Party Transaction Policy is available on the website of the Company at RelatedPartyTransactionPolicy2025.pdf.

During the year under review, there were no contracts or arrangements with related parties or no material related party transactions were entered into pursuant to Section 188(1) of the Companies Act, 2013 read with the relevant rule which may have a potential conflict with the interest of the Company at large.

A separate section titled "Management Discussion and Analysis" comprising details as required under Regulation 34 read with Schedule V of the Listing Regulations form part of this Annual Report.

No Individual(s) person holds the requisite beneficial interests directly or indirectly in the Company..

A separate section titled "Report on Corporate Governance" including a certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Listing Regulations is enclosed to the Report on Corporate Governance and forms part of this Annual Report.

The Annual Return as per Section 92(3) of the Companies Act, 2013 read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is available on the website of the company at Home > Investors > Disclosures Under Regulation 46 of SEBI (LODR) Regulations 2015.

In terms of the provisions of the Section 177 of the Companies Act, 2013 and Listing Regulations, the Company has established a Vigil Mechanism through its Whistle Blower Policy for directors and employees to report concerns about unethical behaviour, actual/suspected frauds and violation of Company's Code of Conduct.

In terms of the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated and implemented a policy for Prevention of Sexual Harassment of Women at workplace. An internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment of all employees including permanent, contractual, temporary, trainees.

Further, the Company has adequate systems, processes, and policies to ensure professional ethics and harmonious working environment. The Company follows Zero Tolerance towards Corruption and unethical conduct. These are ensured

through Whistle Blower Policy, Sexual Harassment Policy, and Redressal Guidelines. There are no Sexual Harassment cases reported during the FY: 2024-25.

Your Company has not provided any Loans, Guarantees or Investment under Section 186 of the Companies Act, 2013 during the period under review.

The disclosures relating to ratio of remuneration of each director to the median employee's remuneration and other details as per Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1), (2) and (3) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure 3 to this Report.

Having regard to the provisions of the second proviso to Section 136(1) read with Section 197(12) of the Act and as prevalent, the names of top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration more than the limits set out is open for inspection at the Registered office of your Company. Any member interested in obtaining copy of the same may write to Company Secretary.

The IL&FS crisis coupled with non-bagging of any major projects have caused stress on the financial position of the Company. However, due to the moratorium issued by Hon'ble NCLAT under Section 14 of IBC, the management has been successfully preserving the going concern status, whether material or otherwise and challenges, if any in this regard.

No new significant and material orders have been passed by Regulators or Courts or Tribunals impacting the going concern status of the Company.

The details of internal financial controls and their adequacy is given in Management Discussion and Analysis Report.

Since your company doesn't fall under requisite criterion for the FY' 25, the requirement of Business Responsibility Reporting is not applicable to your company.

Pursuant to the provisions of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has initiated the process of annual performance evaluation of the Board and Committees in FY'25.

During the year under review, no significant and material order was passed by the regulators/ courts/ tribunals which would impact the going concern status of the Company and its future operations. This is consistent with situations arising out of IL&FS crisis and various orders of Hon'ble NCLT/NCLAT

No financial creditor has filed any application for initiating corporate insolvency resolution process (CIRP) as per IBC before the NCLT

The Company has not filed on its own any application for initiation of CIRP under IBC before the NCLT.

There has neither been any settlement with any Bank(s) or Financial Institution(s) nor any difference in valuation in respect thereof.

The Company has only one foreign subsidiary, which is a Joint Venture Company based out of Kingdom of Saudi Arabia, whose accounts are not being consolidated. The same has been duly reported by the Statutory Auditor in their reports. Apart from the same, there is no downstream investment(s), which requires to be reported as per Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 and accordingly disclosure requirements in the Director's report in the Annual Report of the Indian company, is not applicable to the Company.

The Director's state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review, except as disclosed above:

(i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(ii) There were no changes in voting rights of shares in the Company.

(iii) There were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 and hence no information is furnished.

(iv) There were no buy-back or capital reduction of shares in the Company.

(v) The Company does not have any Managing or Whole-Time Director therefore no such disclosure is required to be given in terms of Section 197 (4) of the Act

Your directors place on records their gratitude to the Bankers, Media, Financial Institutions, various agencies of the State and the Central Government Authorities, Clients, Consultants, Suppliers, Sub-Contractors, Members and the Employees for their valuable support and co-operation and look forward to being continued enriched relationships in the years to come.

## MISA is a foreign subsidiary and its Local currency is SAR. Refer note 3(a)(vii) and 32(b)(i)

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014]

To

The Members,

CIN : L45201TG1988PLC008624

Door No: 8-2-120/113, Block B, 1st Floor, Sanali Info Park,

Road No. 2, Banjara Hills, Hyderabad - 500 034.

We have conducted the Secretarial Audit on the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. IL&FS Engineering and Construction Company Limited (hereinafter referred as the "Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, the explanations and clarifications given to us and the representations made by the Management, we hereby report that in our opinion, the Company has, during the audit period covering the Financial Year ended on 31st March, 2025, (i.e. from 1st April, 2024 to 31st March, 2025) complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company to the applicable extent for the financial year ended on 31st March, 2025 according to the provisions of:

A. The Companies Act, 2013 (the "Act”) and the rules made thereunder;

B. The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder;

C. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

D. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

E. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act') to the extent applicable to the Company:

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments from time to time;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (Not applicable to the Company during the financial year);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the Company during the financial year);

(f) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013 (Not applicable to the Company during the financial year);

(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 2018 regarding the Companies Act and dealing with client;

(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2018 (Not applicable to the Company during the financial year);

(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable to the Company during the financial year);

F. The Memorandum and Articles of Association.

We have also examined compliance with the applicable clauses/regulations of the following:

(i) Auditing and Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Listing Agreements entered into with BSE Limited and National Stock Exchange of India Limited;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except in respect of matters as specified in Annexure-I which forms part of this report.

We further report that, having regard to the compliance system prevailing in the Company and on examination of relevant documents and records in pursuance thereof, on test check basis, the Company has complied with all the applicable laws except in respect of matters as specified in Annexure-I which forms part of this report.

During the year under review, the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act/Listing Agreement.

Adequate notice is given to all directors to schedule the board meetings, agenda and detailed notes on agenda were sent in advance as required, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All the decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

The compliance by the Company of the applicable financial laws, labor laws, filing of periodical returns, maintenance of financial records and books of accounts have not been reviewed by us since the same have been subject to review by Statutory Auditors, Internal Auditors and other professionals.

The ratio of remuneration of each director to the median employee's remuneration and other details in terms of sub section (12) of the Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.