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companylogoOriental Rail Infrastructure Ltd

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BSE Code : 531859 | NSE Symbol : | ISIN : INE457G01029 | Industry : Miscellaneous |


Directors Reports

Dear Shareholders,

Your Directors have pleasure in presenting the 34th Annual Report on the business and operations of the Company and the Audited Financial Statement for the financial year ended March 31, 2025.

Performance Highlights

The summarised financial highlight is depicted below:

Particulars Standalone Consolidated
FY 2025 FY 2024 FY 2025 FY 2024
Revenue from Operations 15,315.94 17,158.15 60,221.55 52,619.94
Other Income 497.33 223.45 597.83 273.28
Total Revenue 15,813.27 17,381.59 60,819.38 52,893.22
Profit/ (Loss) before Finance 2,087.25 2,189.84 7,602.83 6,942.24
cost, Depreciation and Tax
Less: Finance Costs 516.59 444.46 2,274.87 2,199.42
Less: Depreciation 129.81 127.29 887.79 801.23
Profit before Tax 1,440.85 1,618.09 4,440.17 3,941.59
Less: Tax Expenses 411.97 417.05 1,435.99 940.72
Net Profit 1028.89 1,201.05 2,921.59 3,000.87
Other comprehensive
income (net of tax)
Total Comprehensive income 1028.89 1,201.05 2,921.59 3,000.87
Basic & Diluted EPS (in ) 1.65 2.21 4.75 5.51

OPERATIONS REVIEW

Standalone

The Company's Standalone revenue from operations for FY 2024-25 was _ 15,813.27 Lakhs, compared to _ 17,381.59 Lakhs in the previous year. The Company's profit before exceptional items and tax on a standalone basis was_ 1,440.85 Lakhs during the year compared to _ 1,618.09 Lakhs in the previous year.

The Company earned a net profit of_ 1,028.89 Lakhs during the year compared to _ 1,201.05 Lakhs in the previous year.

Consolidated

The Company's consolidated revenue from operations for FY 2024 - 25 was _ 60,819.38 Lakhs compared to _ 52,893.22 Lakhs in the previous year. The Company's profitbefore exceptional items and tax on a consolidated basis was _ 4,440.17 Lakhs during the year compared to _ 3,941.59 Lakhs in the previous year. The Company earned a net profit items and tax on a consolidated basis was _ 2,921.59 Lakhs during the year compared to _ 3,000.87 Lakhs in the previous year.

SUBSIDIARY COMPANIES AND FINANCIAL DETAILS

Oriental Foundry Private Limited

As on March 31, 2025, the Company had 1 Wholly Owned Subsidiary Namely "Oriental Foundry Private Limited" ("OFPL"). During the year, the Board of Directors reviewed the affairs of the subsidiary.

The OFPL's revenue from operations for FY 2024-25 was 45,722.34 Lakhs as compared to 36,116.48 Lakhs in the previous year.TheCompany'sprofitbefore exceptional items and tax was 2,999.32 Lakhs during the year as compared 2,323.49 Lakhs in the previous year. The Company earned a net profit of 1,892.70 Lakhs during the year compared to 1,799.82 in the previous year.

The Consolidated Financial Statements of the Company and its subsidiary, prepared in accordance with Indian Accounting

Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS'), form part of the Annual Report the Consolidated Financial Statements andare of the Company.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (‘the Act') and Rules 5 and 8(1) of the Companies (Accounts) Rules, 2014, the salient features of the financial position of subsidiary are given in Form AOC-1 set out as

Annexure G " " to this Report.

During the year under review, no Company has become or ceased to be a subsidiary of the Company. The Company does not have any associate or joint venture companies.

The separate financial statement of the subsidiary Company is available on the website of the Company and can be accessed at https://www.orientalrail.com/subsidiary-annual-report.php

The policy for determining material subsidiaries as approved is available on the Company's website at https://www.orientalrail.com/policies-code -and- compliances.php

DIVIDEND

Your Directors are pleased to recommend a Final Dividend of

0.10 (Rupees Ten paise only) i.e. @ 10% per equity share of the face value of 1/- each for the financial year ended March 31, 2025 subject to the approval of members of the Company at the ensuing Annual General Meeting.

SHARE CAPITAL

During the financial year under review, witnessed the following changes in its Equity Share Capital pursuant to the approvals granted by the Nomination and

Remuneration Committee and the Allotment Committee of the Board of Directors:

1. Allotment of Equity Shares under ORIL Employee Stock Purchase Scheme 2024 ("ORIL ESPS 2024")

Pursuant to the approval of the Nomination and

Remuneration Committee at its meeting held on Thursday, November 28, 2024, and in accordance with the provisions of the ORIL ESPS 2024, the Company allotted 6,00,000 (Six Lakh) equity shares of face value of Re. 1/- each fully paid-up at par to the following person(s):

Sr. No. Name No. of Equity Shares Allotted Issue Price per share () Amount Received ( )
1. Amitabh Sinha 6,00,000 1/- 6,00,000/-

2. Preferential Allotment of Convertible Warrants

On Thursday, February 22, 2024, the Company allotted 75,00,000 (Seventy-Five Lakh) Convertible Warrants on a preferential basis to Mrs. Wazeera S. Mithiborwala, a member of the Promoter Group. These warrants are convertible into an equivalent number of equity shares of face value 1/- each.

Subsequently, at its meeting held on Tuesday,

December 17, 2024, the Allotment Committee of the Board approved the allotment of 25,00,000 (Twenty-Five Lakh) equity shares upon exercise of the conversion option by Mrs. Wazeera S. Mithiborwala, out of the 50,00,000 outstanding convertible warrants.

3. Resultant Change in Share Capital

As a result of the above allotments, the Company's paid-up Equity Share Capital increased from 6,14,59,000 comprising 6,14,59,000 equity shares of 1/- each to 6,45,59,000 comprising 6,45,59,000 equity shares of 1/- each as on March 31, 2025.

4. Other Disclosures

During the year, the Company has not issued any shares with differential voting rights.

No sweat equity shares were issued during the year under review.

5. Monitoring of Preferential Allotment Proceeds

Company In accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Company appointed CARE Ratings Ltd. as the Monitoring

Agency to oversee the utilisation of proceeds from the aforesaid preferential allotment.

The Monitoring Agency has confirmed that there has been no deviation in the utilisation of funds from the objects stated in the notice seeking members' approval. Details of fund utilisation are disclosed in the Monitoring

Agency Report, which is available on the Company's website at: https://www.orientalrail.com

EMPLOYEE STOCK PURCHASE SCHEME, 2024

The members of the Company at its 33rd Annual General Meeting held on September 26, 2024 had approved ORIL Group - Employee Stock Purchase Scheme, 2024 ("ESPS 2024") for grant of, from time to time, in one or more tranches, aggregating up to 6,00,000 (Six Lakh) employee stock options to the identified employees of the Company.

The Statutory disclosures as mandated pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 read with Circular CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 issued by the SEBI, are available on the website of the Company i.e. https://www.orientalrail.com/downloads.php and same has been enclosed as "Annexure-H" to this report.

Further as per Regulation 13 of the SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021, the Board of Directors have obtained the certificate from the Secretarial Auditor of the Company, M/s. Shiv Hari Jalan & Co., Practising Company Secretaries, certifying that the schemes have been implemented in accordance with these regulations and in accordance with the resolution in the general meeting.

The same has been enclosed as "Annexure – I" to this report.

TRANSFER TO RESERVE

An amount of 1,201.05 Lakhs has been transferred to General

Reserve in respect of Financial Year under review.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public and as such, no amount of principal or interest was outstanding as on the balance sheet date.

INTERNAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial control with reference to financial statements.

The Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 and other applicable provisions, if any, of the Act read together with the Companies (Indian Accounting Standards) Rules, 2015.

The Company in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/validate them as and when appropriate.

The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company's policies, safeguarding of Company's assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

STATUTORY AUDITORS AND AUDITORS' REPORT

M/s. Anil Bansal & Associates., Chartered Accountants (Firm Registration No. 100421W) were appointed as the Statutory Auditors of the Company for a period of 5 years, to hold office from the conclusion of 31st AGM till the conclusion of the 36th Annual General Meeting of the Company to be held in the calendar year 2027.

M/s. Anil Bansal & Associates, Chartered Accountants (Firm Registration No. 100421W) have consented and confirmed that their appointment is in accordance with the conditions prescribed in Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014 and that they meet the eligibility criteria specified in Section 141 of the Act.

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2025. The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

COST AUDIT

In terms of Section 148 of the Act, the Company is required to maintain cost records and the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act. M/s. Tadhani & Co., Cost Accountants, (Firm Registration No. 101837) have been duly appointed as Cost Auditors for conducting cost audit in respect of products manufactured by the Company which are covered under the Companies (Cost Records and Audit) Rules, 2014 for the financial year ending March 31, 2025. As required under Section 148 of the Act, necessary resolution has been included in the Notice convening the AGM, seeking ratification by Members to the remuneration proposed to be paid to the

M/s. Niketan Govindbhai Tadhani & Co., Cost Accountants, (Firm Registration No. 003635) Cost Auditors for the financial year ending March 31, 2026.

SECRETARIAL AUDITOR

The Board of Directors of the Company has appointed Mr. Shiv Hari Jalan, Practicing Company Secretary (Certificate of Practice No. 4226), as the Secretarial Auditor to conduct an audit of the secretarial records for the FY 2024-25.

The Company has received consent from Mr. Shiv Hari Jalan to act as the auditor for conducting audit of the secretarial records for the for term of five consecutive years commencing from financial year 2025-26 till financial year 2029-30.

The Secretarial Audit Report for the financial year ended March 31, 2025 under Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in the "Annexure-B" to this report.

The Secretarial Compliance Report for the financial year ended March 31, 2025, in relation to compliance of all applicable SEBI Regulations/circulars/ guidelines issued thereunder, pursuant to requirement of Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations') has been filled with the stock exchange within stipulated time period.

As per the requirements of the Listing Regulations, the material subsidiary of the Company viz. Oriental Foundry

Private Limited have undertaken secretarial audit for the

Financial Year 2024-25 and is also annexed as "Annexure-C" to this report.

CERTIFICATIONS FROM COMPANY SECRETARY IN PRACTICE

A certificate has been received from M/s. Shiv Hari Jalan & Co., Practising Company Secretaries, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by SEBI, Ministry of Corporate Affairs or any such statutory authority. The certificate is a part of Report on Corporate Governance.

The requisite Certificate from M/s. Shiv Hari Jalan & Co Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is annexed hereto "Annexure-D" to this Report.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, & on the recommendation of the Audit Committee, M/s. H Y Pancha & Associates, Chartered Accountants (FRN: 107273W) appointed as Internal Auditors of the Company by the Board of Directors to conduct internal audit reviews for the Company for the financial year ended 31st March, 2025, in place of M/s. Bharat Jamndas Rughani, Chartered Accountants.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed to this Report as "Annexure-A". The CSR policy is available on the website of the Company at https://www.orientalrail.com/policies- code-and-compliances.php

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

Particulars regarding Conservation of energy, technology absorption and foreign exchange earnings and outgo are given as "Annexure-E" to this Report.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions e as an Additionalof Sections Director 124, upto 125 and other applicable provisions, if any, of the Act, read with the Investor

Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (hereinafter referred to as "IEPF Rules"), the amount of dividend remaining unpaid/unclaimed for a period of seven years from the date of transfer to the unpaid dividend account, is required to be transferred to the Investor Education and Protection Fund

("IEPF Rules"). The IEPF Rules mandate Companies to transfer shares of Members whose dividends remain unpaid/ unclaimed for a continuous period of seven years to the demat account of IEPF Authority.

The Members whose dividend/shares are transferred to the IEPF Authority can claim their shares/dividend from the Authority.

In accordance with the said IEPF Rules and its amendments, the Company had sent notices to all the Shareholders whose shares were due to be transferred to the IEPF Authority and simultaneously published newspaper advertisement.

,The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on the Company's website https://www.orientalrail.com/dividend.php

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2025 is available on the Company's website at https://www.orientalrail.com/annual-reports.php

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations,

Management Discussion and Analysis containing information inter-alia on industry trends, your company's performance, future outlook, opportunities and threats for the year ended

March 31, 2025, is provided in a separate section forming integral part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of The Companies Act, 2013 hereinafter referred as ("the Act") and Articles of Association of the Company, Mr. Karim N. Mithiborwala, Director (DIN: 00171326) retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

On recommendation of Nomination Remuneration Committee (NRC), the Board of Directors of the Company at their meeting held on Monday, June 09, 2025 appointed Mr. Nilesh V. Parikh (DIN: 02710146) as an Additional Director designated as Non-Executive Independent Director, for a tenure of

5 consecutive years commencing from June 09, 2025 to June 08, 2030 (both days inclusive), subject to approval of the shareholders in accordance with the provisions of the Act and Rules made thereunder and the Listing Regulations.

offi Mr.Parikhshallholdthe the date of the ensuing AGM. Necessary resolutions to this effect has been inserted in the AGM notice.

Your Directors recommend the said resolutions.

The brief resume and other disclosures relating to the Director who are proposed to be appointed/re-appointed, as required to be disclosed pursuant to Regulation 36 of the Listing Regulations and Clause 1.2.5 of the Secretarial Standard 2 are given in the Annexure to the Notice of the 34th AGM.

The Company has received declarations from all the Independent Directors of the Company confirmingthat they meet with criteria of independence as prescribed under subsection (6) of Section 149 of the Act and under Regulation 161(1)(b) & 25(8) of the Listing Regulations.

In the opinion of the Board of Directors of the Company, all

Independent Directors possess high integrity, expertise and experience to discharge the duties and responsibilities as

Directors of the Company.

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage.

AUDIT COMMITTEE OF THE COMPANY

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Act, Regulation

18 of the Listing Regulations as amended from time to time and guidance note issued by Stock Exchange. The details of the composition of the Audit Committee are detailed in the Corporate Governance Report, which forms part of this Report.

NOMINATION AND REMUNERATION POLICIES

The Board of Directors has approved a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors.

Details of the Nomination and Remuneration

Policy is hosted on the website of the Company at https://www.orientalrail.com/policies-code -and- compliances.php

BOARD EVALUATION

Pursuant to the provisions of the Act and Regulation 19 of the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Company has implemented a system of evaluating performance of the Board of Directors and of its

Committees and the Non-Executive Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects. The performance of the Executive Directors is evaluated on the basis of achievement of their Key Result Areas.

In a separate meeting of independent directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

The Board of Directors has expressed its satisfaction with the evaluation process.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure-F".

The information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any Members interested in obtaining the same may write to the Company Secretary at the registered office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company.

RISK MANAGEMENT

Your Company has adopted Risk Management system for risk identification, assessment and mitigation. Major risks identified by the Company are systematically addressed through mitigating actions on a continuous basis.

Some of the risks that the Company is exposed to are financial risks, commodity price risk, regulatory risks and economy risks. The Internal Audit Report and Risk Management

Framework is reviewed by the Audit Committee.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, 07 (Seven) Board Meetings were convened and held, details of which are given in the Report on Corporate

Governance forming part of the Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees in compliance with the provisions of Section

177(10) of the Act and Regulation 22 of the Listing Regulations, to provide for adequate safeguards against victimization of persons, a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics. The details of establishment of Vigil Mechanism/ Whistle Blower Policy are posted on the website of the Company and the weblink to the same is https://www.orientalrail.com/policies-code- and-compliances.php

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Since the Company is in the business of providing Infrastructural facilities, provisions of Section 186 except sub-section 1 of the

Act (‘the Act') is not applicable to the company.

Further, the details of loans, guarantees and investments covered under the provisions of Section 186 of the Act, read with Companies (Meetings of Board and Its Powers) Rules, 2014 are given in the notes to the financial statements forming part of this Annual Report.

RELATED PARTY TRANSACTIONS

All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis and do not attract the provisions of

Section 188(1) of the Act. Hence, disclosure in Form AOC-2 as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. All related party transactions are mentioned in the notes to the accounts. The Policy on the Related Party Transactions is available on the Company's website at https://www.orientalrail.com/policies-code-and- compliances.php.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with applicable secretarial standards.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and systems of compliance which are established and maintained by the Company, audits conducted by the Internal, Statutory and Secretarial Auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and reviews by the Management and the relevant Board

Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2024-25.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act the Directors confirm to the best of their knowledge and ability, that:

(f) in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed with no material departures;

(g) the Directors have 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 affairs of the Company as at March 31, 2025 and of the loss of the Company for the year ended on that date;

(h) the Directors have taken proper and sufficient care 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;

(i) the Directors have prepared the annual financial statements on a going concern basis;

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

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

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

The Company has always believed in providing a safe and harassment free workplace for every individual working in Company's premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment at workplace which is in line with the requirements of the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (‘ICC') has been set up to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this Policy. ICC has its presence at corporate office as well as at site locations.

The Policy is gender neutral. During the year under review,

Company have not received any complaints as per The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

In accordance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time, the Company has complied with all applicable statutory requirements relating to maternity benefits for its women employees.

The Company provides maternity leave, leave for miscarriage or medical termination of pregnancy, and nursing breaks, as prescribed under the Act. Eligible women employees are also provided the option of work-from-home arrangements, where applicable, in accordance with the Maternity Benefit (Amendment) Act, 2017.

The Company ensures that no discrimination or adverse action is taken against any woman employee due to maternity, and remains committed to fostering an inclusive and supportive workplace environment.

There were no complaints or grievances reported during the year under review in relation to maternity benefits or non-compliance with the provisions of the Act.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting position of the Company between the end of the thefinancial financial year and the date of the Report.

Significant or courts or tribunals affecting the going concern status of the company.

There are no significant

Regulators/Courts which would impact the going concern status of the Company and its future operations.

REPORTING OF FRAUDS

There were no instances of fraud during the year under review, which required the Statutory Auditors to report to the Audit

Committee and/or Board under Section 143(12) of the Act and

Rules framed thereunder.

Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There are no instances of one-time settlement during the financial year.

ACKNOWLEDGEMENT and material orders passed by the regulators

Your Directors express their sincere appreciation for the co-operation received from shareholders, bankers and other business constituentsmaterial duringorders the passed year underby the review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, for better performance of the Company during the year.

On behalf of the Board of Directors
Saleh N. Mithiborwala
Date: August 08, 2025 Chairman and Chief Financial Officer
Place: Mumbai DIN: 00171171