Sterlite Technologies Ltd

The Directors are pleased to present the Annual Report for the Financial Year 2024-25 (FY25) together with the audited financial statements of the Company for the financial year ("FY") ended March 31, 2025.

The financial results of the Company are elaborated in the report on Management Discussion and Analysis. Given below are the financial highlights.

* Financial highlights are given post considering the demerger impact, excluding GSB financials.

FY25 closed with Revenues of 2,215 crores, EBITDA of 160 crores, Net Loss of 127 crores and EBITDA margins of 7%.

FY25 closed with Revenues of 3,996 crores, EBITDA of 452 crores, Net Loss attributable to owners of the Company 72 crores and EBITDA margins of 11%.

STL is a trusted name in the industry with a strong global presence spanning three continents and serving customers across 100 countries. Our expert offerings in Optical cable, Optical Connectivity, Data Centres, and Digital and Technology solutions have won us the trust of leading names in telecom, cloud, and large enterprises.

In the US, STL's fibre optic and connectivity solutions are helping the country build ubiquitous broadband networks. STL has strengthened its presence with an advanced manufacturing facility in South Carolina. In the UK, STL has been front and centre of the UK's digital transformation journey for over 10 years. The company's optical solutions have significantly helped in accelerating ‘Project Gigabit' in the UK. We are serving the optical and network build needs of our UK-based customers with design innovation and co-creation and shorter lead times.

In Europe, STL is driving design innovation in the optical network space to support national connectivity programs and help build ubiquitous broadband, FTTx, and 5G networks. Through its advanced Optical Fibre cable (OFC) and Optical Connectivity facilities in Italy, STL has helped in meeting the fibre demand and expedited fibre rollouts across the European region. The company's optical solutions are helping accelerate 5G connectivity and smart living in the Middle East, and are driving digital inclusion in Africa. STL integrates R&D and product development for the region. STL started its journey in Australia in 2020 when it became the trusted optical partner for the second-largest telecom operator in Australia. Since then, it has been an integral part of the region's digital transformation journey.

We are excited to share that in Q4FY25, demerger of our Global Services business was completed, which will pave the way for further growth opportunities. At STL Digital, we have a dedicated team that specializes in engineering digital experiences for customers in various industries such as telecom, technology, manufacturing, and healthcare.

Highlights of the Company's operations and state of affairs for the FY25 are included in the Management Discussion and Analysis Report, which forms part of this Annual Report.

The Board of Directors at its meeting held on May 17, 2023 approved Scheme of Arrangement ("the Scheme") whereby the Global Services Business will be demerged into STL Networks Limited ("Resulting Company"), a wholly owned subsidiary of the Company, on a going concern basis, under the provisions of Section 230 to 232 of the Companies Act, 2013.

The Company has received approval for the Scheme by demerger involving the Company and STL Networks Limited, as well as their respective shareholders and creditors from Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, vide its order dated February 14, 2025. This demerger became effective from close of business hours of March 31, 2025.

Pursuant to the Scheme, the Company had fixed April 24, 2025 as the record date for determining the equity shareholders of the Company entitled to receive the Resulting Company Equity Shares. Accordingly, the shareholders of the Company as on the record date, were allotted equity shares of the Resulting Company in the ratio of 1:1. The Resulting Company is in process of acquiring listing and trading approvals from the Stock Exchanges and SEBI.

The Board of Directors of your Company ("Board"), considering the losses in FY25 and keeping in view the Company's Dividend Distribution Policy, has decided to not recommend any dividend for the year under review.

The Dividend Distribution Policy of the Company, in terms of Regulation 43A of the Securities and Exchange Control Board of India (SEBI) (Listing Obligations and Disclosure Requirements), Regulations, 2015 (‘Listing Regulations'), is available on the website of the Company at https://www.stl.tech/Code-of-Conduct-and-Policies.html

The paid-up equity share capital as on March 31, 2025 was 97.58 crores. The Company had raised the funds through a Qualified Institutional Placement (QIP) route and allotted 8,84,56,435 Equity Shares of 2/- each on April 12, 2024 at an issue price of 113.05/- per share (including a premium of 111.05/- per share) aggregating to 1,000 Crores to top global investors pursuant to the shareholders' approval vide special resolution at the Annual General Meeting held on August 11, 2023. The entire process showed strong investor confidence in STL's growth which strengthen its capability.

During the year under review, the Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

A Report on Corporate Governance, in terms of Regulation 34 of the Listing Regulations, along with a Certificate from Practicing Company Secretary, certifying compliance of conditions of Corporate Governance enumerated in the Listing Regulations, is presented in a separate section forming part of this Annual Report.

Management Discussion and Analysis Report for the year under review, giving detailed analysis of Company's operations, as stipulated under Regulation 34 of the Listing Regulations, is presented in a separate section forming part of this Annual Report.

In compliance with Regulation 34(2)(f) of the Listing Regulations, the Company has included a separate section on Business Responsibility and Sustainability as a part of this Annual Report.

There were no adverse material changes or commitments, except for the demerger occurred between the end of financial year and date of this report, which may affect the financial position of the Company or may require disclosure.

A calendar of Meetings is prepared and circulated in advance to the Directors. During FY25, six meetings of the Board of Directors were held on May 8, 2024; July 30, 2024; October 30, 2024; November 22, 2024, January 17, 2025 and March 21, 2025. The maximum time-gap between any two consecutive meetings did not exceed one hundred and twenty days.

The Audit Committee of the Board comprises of Mr. S Madhavan Chairman, Ms. Kumud Srinivasan Member, Mr. Bangalore Jayaram Arun Member and Ms. Amrita Gangotra Member. All recommendations given by the Audit Committee during FY25 were accepted by the Board.

Further, as on March 31, 2025, the Board had Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Risk Management Committee, Sustainability and Corporate Social Responsibility Committee, and Authorization and Allotment committee.

A detailed note on the Composition of Board and its committee is given in the corporate governance report, which forms a part of this Annual Report.

The Board of the Company has an optimum combination of Executive, Non - Executive and Independent Directors including woman Independent Director.

Pursuant to the recommendation of the Nomination and Remuneration Committee (NRC), the Board at its meeting held on May 8, 2024, approved the appointment of Ms. Amrita Gangotra (DIN: 08333492) as an Non-executive Independent Director of the Company for the first term of consecutive five years with effect from May 8, 2024 upto May 7, 2029 and the same was approved by the Members at the Annual General Meeting (AGM) held on July 29, 2024.

Pursuant to the recommendation of the NRC, the Board at its meeting held on January 17, 2025, appointed Ms. Mrunal Asawadekar as Company Secretary and Compliance Officer designated as Key Managerial Personnel of the Company with effect from February 01, 2025.

Pursuant to the recommendations of the NRC and the Audit Committee, the Board at its meeting held on May 16, 2025, appointed Mr. Ajay Jhanjhari as Interim Chief Financial Officer designated as Key Managerial Personnel of the Company with effect from May 16, 2025.

Mr. Sandip Das, Non-executive, Independent director ceased to be a director of the Company with effect from close of business hours on October 15, 2024 pursuant to completion of the tenure of his appointment.

Mr. Amit Deshpande, Company Secretary & Compliance Officer resigned with effect from close of business hours on January 31, 2025.

Mr. Tushar Shroff, Chief Financial Officer resigned with effect from close of Business Hours on March 31, 2025.

The respective appointments & cessations were intimated to the stock exchanges within the statutory due time.

Pursuant to Section 152 of the Companies Act, 2013 (‘the Act'), Mr. Ankit Agarwal (DIN 03344202), Managing Director will retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends his appointment to the shareholders.

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under section 149(7) of the Act and Regulation 16 and 25 of the Listing Regulations. The Independent Directors of the Company have also registered themselves in the databank with the Indian Institute of Corporate Affairs and confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

In terms of provisions of Section 203 of the Act, and the Rules made thereunder, following are the Key Managerial Personnel (KMP) of the Company as on March 31, 2025:

1. Mr. Ankit Agarwal Managing Director

2. Mr. Tushar Shroff * Chief Financial

3. Ms. Mrunal Asawadekar Company Secretary *Resigned effective close of business hours of March 31, 2025

In terms of provisions of the Listing Regulations and the Act, the details of the senior management and changes thereof are provided in the Corporate Governance Report.

The Board of Directors of the Company is committed to assessing its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the NRC has established processes for performance evaluation of Independent Directors, the Board and Committees of the Board. Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of its Committees as well as the Directors individually. Details of the evaluation mechanism are provided in the Corporate Governance Report.

The Board has, on the recommendation of the NRC framed a policy for selection and appointment and remuneration of Directors, Senior Management and their remuneration (‘NRC Policy'). The NRC Policy of the Company includes criteria for determining qualifications, positive attributes and independence of a director and policy relating to the remuneration of Directors, Key Managerial Personnel and other employees. The NRC Policy is framed with the object of attracting, retaining and motivating talent which is required to run the Company successfully. The Policy can be accessed on Company's website at the link: https://www.stl.tech/Code-of-Conduct-and-Policies. html

Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Act, Directors, to the best of their knowledge and belief, state that: a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the loss of the Company for the year April 1, 2024 to March 31, 2025; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a ‘going concern' basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) 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.

Directors confirm that the Secretarial Standard - 1 on the Meetings of Board of Directors and Secretarial Standard 2 on General Meetings, issued by The Institute of Company Secretaries of India, have been duly complied with.

All contracts and arrangements with related parties, entered by the Company during the financial year, were in the ordinary course of business and on an arm's length basis. None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable to the Company for FY25 and hence, does not form part of this report.

There were no material contracts or arrangements or transactions entered into during the year ended March 31, 2025.

Details regarding the policy, approval and review of Related Party Transactions are provided in the Corporate Governance Report.

In accordance with Section 129(3) of the Act, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is provided as part of the consolidated financial statement. Hence, a separate report on the performance and financial position of each of the subsidiaries and joint venture companies is not repeated here for the sake of brevity. This also includes highlights of performance of Sterlite Global Ventures (Mauritius) Limited, Metallurgica Bresciana S.p.A. Sterlite Technologies Inc., USA, Sterlite Tech Cables Solutions Limited which are material subsidiaries of the Company.

During FY25, the following have ceased to be subsidiaries (direct/step down) of the Company:

STL Optical Tech Limited (direct subsidiary of STL

Tech Solutions Limited, UK) has been struck off effective March 17, 2025.

STL Networks Limited (direct subsidiary of the Company) ceased to be subsidiary pursuant to the demerger scheme effective close of business hours of March 31, 2025.

STL UK Holdco Limited, UK and Sterlite Technologies UK Ventures Limited (direct subsidiaries to the Company), Clearcomm Group Limited, UK and Sterlite Conduspar Industries Ltda. (Brazil) (step down subsidiaries to the Company) ceased to be subsidiaries of the Company and these entities have been transferred to STL Networks Limited pursuant to the demerger scheme effective close of business hours of March 31, 2025.

During FY25, STL Optical Connectivity NA, LLC (subsidiary of Sterlite Tech holding Inc) has been formed as a subsidiary of the Company effective February 20, 2025.

The Company has complied with Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as amended, for the downstream investments made during the year.

Policy on material subsidiaries, as approved by the Board of Directors, can be accessed on the Company's website at https://www.stl.tech/Code-of-Conduct-and-Policies.html

The Audited Financial Statements of the Subsidiary Companies have not been included in the Annual Report. The financial statements of the Subsidiary Companies and the related information will be made available, upon request, to the members seeking such information at any point of time. These financial statements will also be available on the Website of the Company https://www.stl.tech/downloads.html

Pursuant to various circulars issued by the Ministry of Corporate Affairs and SEBI, the Company shall not be dispatching physical copies of the Annual Report and shall be sent only by email to the members. However, copies of the Annual Report will be provided to the members upon request.

Additionally, as per Regulation 36(1)(b) of the Listing Regulations, a letter providing the weblink of the Annual Report for FY25, will be sent to those shareholder(s) who have not registered their email address with the Company/ Depositories/ Depository Participants/ Kfin.

The consolidated financial statements of the Company prepared in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, duly audited by Statutory Auditors, also forms part of this Annual Report.

M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) (‘PWC') were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on August 26, 2022 for a second term of five consecutive years from the conclusion of 23^rd Annual General Meeting till the conclusion of 28^th Annual General Meeting to be held in the calendar year 2027.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, in their report for the financial year ended March 31, 2025.

Pursuant to Section 204 of the Act, Mr. Jayavant B Bhave, Practising Company Secretary, was appointed to conduct the Secretarial Audit of the Company, for the financial year ended March 31, 2025. The Report of the Secretarial Auditor is annexed as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on May 16, 2025, based on recommendation of the Audit Committee, has approved the appointment of J B Bhave & Co, Practicing Company Secretaries (Firm Registration No.: S1999MH025400) as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the ensuing AGM.

The Company is required to make and maintain cost records for certain products as specified by the Central Government under sub-section (1) of section 148 of the Act. Accordingly, the Company has been making and maintaining the records as required.

Pursuant to Section 148 of the Act, read with The Companies (Cost Records and Audit) Rules, 2014, the cost audit records maintained by the Company are required to be audited. Mr. Kiran Naik, Cost Accountant, was appointed as the Cost Auditor to audit the cost accounts of the Company for the said products for FY25. Cost Audit Report for FY25 will be filed with the Registrar of Companies within the prescribed timelines.

The Board of Directors has approved appointment of Mr. Kiran Naik as Cost auditor for FY 26 at a remuneration of 1,30,000 (excluding applicable taxes, and reimbursement of actual travel and out-of-pocket expenses). Mr. Kiran Naik, being eligible, has consented to act as a Cost auditor. As required by the provisions of the Act, a resolution seeking Members' approval for the remuneration payable to Mr. Kiran Naik, Cost Auditor for FY26 is included in the Notice convening the ensuing AGM.

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and the Company has, in all material respects, maintained adequate internal financial controls over financial reporting as of March 31, 2025 and is operating effectively.

The Board of Directors has devised systems, policies and procedures/ frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Company's policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal controls to ensure they remain effective and are designed to achieve their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, corrective and preventive actions are then put in place to strengthen controls.

The systems / frameworks include proper delegation of authority, operating philosophies, policies and procedures, effective IT systems aligned to business requirements, an internal audit framework, an ethics framework, a risk management framework and adequate segregation of duties to ensure an acceptable level of risk.

The Company has documented Standard Operating Procedures (SOP) for key functions such as for procurement, project/ expansion management, capital expenditure, human resources, sales and marketing, finance, management, safety, health, and environment (SHE), and manufacturing. The Company's internal audit activity is managed through the Management Assurance Services (‘MAS') function. It is an important element of the overall process by which the Audit Committee and the Board obtains assurance on the effectiveness of internal controls over financial reporting.

The scope of work including annual internal audit plan, authority, and resources of MAS are regularly reviewed and approved by the Audit Committee. Annual internal audit plan is aligned with ERM to ensure that all critical risks are covered in the audit plan. Besides, its work is supported by the services of leading international audit firms. The annual internal audit includes: monthly physical verification of inventory and review of accounts/MIS and a quarterly review of critical business processes. To enhance internal controls, the internal audit follows a stringent grading mechanism, monitoring and reporting of the implementation of internal auditors' recommendations of internal audit. The internal auditors make periodic presentations on audit observations, including the status of follow-up to the Audit Committee.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards' report.

The Company has in place a robust automated Compliance Framework based on the global inventory of all applicable laws and compliance obligations, which are regularly monitored and updated basis the changing requirements of law. It is a well-defined system for storing, monitoring and ensuring compliances under various legislations. Non-compliances, if any, are reported and corrective actions are taken within a reasonable time. A certificate of compliance of all applicable laws and regulations along with exceptions report and mitigation plan, if any, is placed before the Audit Committee and Board of Directors on a quarterly basis.

The Company has formally implemented Enterprise Risk Management framework and has a policy to identify and assess the risk events, monitor and report on action taken to mitigate identified risks. A detailed exercise is carried out periodically to identify, evaluate, manage and monitor both business and non-business risk. The Audit Committee and the Board of Directors periodically review the risk and suggest steps to be taken to control and mitigate the same through a properly defined framework. Details of Risk Management are presented in a separate section forming part of this Annual Report.

This framework, inter alia, includes identification of internal and external risks faced by the Company, including financial, operational, sectoral, sustainability, information, cyber security, strategic or any other risk as may be determined by the Risk Management Committee and the measures for risk mitigation, reporting of critical risks within the Company and Business Continuity Plan.

The Risk Management Committee of the Board comprises of Ms. Kumud Srinivasan as the Chairperson and Mr. Ankit Agarwal and Ms. Amrita Gangotra as Members as on March 31, 2025.

Mr. Sandip Das and Mr. Tushar Shroff ceased to be the members of the Risk Management Committee effective October 15, 2024 and March 31, 2025 respectively.

The Company has established a vigil mechanism for employees, Directors and stakeholders in conformation with the provisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations, to report concerns about unethical behaviour and formulated the Whistle Blower Policy (WB) to deal with instances of fraud and mismanagement, if any. The details of the WB Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

The Company is committed to maintaining a productive environment for all its employees at various levels in the organisation, free of sexual harassment and discrimination on the basis of gender. The Company has framed a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act"). The Company has also set up "Prevention of Sexual Harassment Committee, which is in compliance with the requirement of the POSH Act, to redress the Complaints received regarding sexual harassment which has formalised a free and fair enquiry process with clear timeline. During the financial year, Company received one complaint under the POSH Act and the same was disposed off during the year under review.

The Company is already in compliance with the directions issued by the Honorable Supreme Court of India in May 2023 for the proper implementation of POSH Act.

The Company's Employee Stock Option Schemes are in line with Company's philosophy of sharing benefits of growth in compliance with the applicable SEBI Regulations. The Company allotted 3,48,476 shares during the year to various employees who exercised their options. The Certificate from the Secretarial Auditor confirming that the Scheme has been implemented in accordance with the SEBI Regulations and the resolution passed by the shareholders would be placed at the AGM for inspection by members of the Company.

Disclosures with respect to Stock Options, as required under Regulation 14 of the Regulations, are available in Notes to the Financial Statements and can also be accessed on the Company's website at https://www.stl.tech/downloads.html

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure II to this Report.

A statement containing particulars of employees as required under 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, is provided as a separate annexure forming part of this Report. However, the Annual Report is being sent to the members excluding the aforesaid annexure. The said information is available for electronic inspection during working hours and any member interested in obtaining such information may write to the Company Secretary or Registrar and Transfer Agent and the same will be furnished on request.

In terms of Section 92(3) read with Section 134(3)(a) of the Act, the annual return of the Company for the financial year ended March 31, 2025 shall be available on the Company's website https://www.stl.tech/investors.html

The Company has outstanding Secured, Rated, Redeemable, Listed Non-Convertible Debentures (NCDs) of 390 crores. The Company has maintained asset cover sufficient to discharge the principal amount along with outstanding Interest at all times for its NCDs. NCDs are listed on the debt segment of BSE Limited, as per the SEBI Guidelines and Listing Regulations.

The Company's financial discipline is reflected in the strong credit rating ascribed by ICRA/CRISIL:

The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act have been disclosed in the notes to the Financial Statements.

We do not propose to transfer any amount to the general reserve considering the losses during FY25.

The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as prescribed under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, are given as Annexure III to this Report.

Pursuant to the provisions of Section 124 of the Act, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company to the Investor Education and Protection Fund established by Central Government. Details of unpaid and unclaimed amounts lying with the Company as on March 31, 2025 have been uploaded on the Company's website at https://www.stl.tech/latest disclosure.html.

In terms of Section 124(6) of the Act, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred the equity shares in respect of which dividends have remained unclaimed for a period of seven consecutive years to the IEPF Account established by the Central Government. Details of shares transferred have been uploaded on the website of the Company.

The Board has constituted Sustainability and Corporate Social Responsibility Committee (‘CSR Committee') which comprises Mr. B J Arun, Chairman, Ms. Amrita Gangotra, Mr. Pravin Agarwal and Mr. Ankit Agarwal, Members. The Board has also approved a CSR policy on recommendations of CSR Committee, which is available on the website of the Company at https://www.stl.tech/Code-of-Conduct-and-Policies.html

As part of its initiatives under Corporate Social Responsibility, the Company has undertaken projects in the areas of Education, Health, Women Empowerment and Community Development during FY25.

During the year, the Company has spent 2.82 crores on CSR activities. The Annual Report on CSR activities, in accordance with Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure IV to this Report.

GENERAL a. Directors 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: b. The Company has not accepted any deposits from the public or otherwise in terms of Section 73 of the Act c. read with Companies (Acceptance of Deposit) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet. d. No significant or material orders were passed by the Regulators, Courts or Tribunals which impact the going concern status and Company's operations in future. e. No application has been made under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) ("the IBC, 2016"), hence, the requirement to disclose the details of application made or any proceeding pending under the IBC, 2016 during the year along with their status as at the end of the financial year is not applicable. f. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable. g. There has been no change in the nature of business of the Company during FY25.

Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Directors take on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the progress of our Company.