Swadeshi Polytex Ltd

TO THE MEMBERS

DEAR MEMBERS,

The Board of Directors is pleased to present the 55th Annual Report on the business and operations of Swadeshi Polytex Limited ("the Company") together with the Audited Financial Statements for the financial year ended March 31, 2025.

The financial statements have been prepared in accordance with the applicable provisions of the Indian

Accounting Standards (Ind AS) and other regulatory requirements.

FINANCIAL HIGHLIGHTS

The highlights of your Company's financial results for the financial year ended March 31, 2025 and for the previous year are summarized below:

(Rs. in Lakhs)

CHANGE IN THE NATURE OF BUSINESS

The Company is engaged in the activities of Real Estate Development and allied business. During the financial year under review, there was no change in the nature of the business activities of the Company.

The Company continued to pursue its objectives in the real estate sector in line with its long-term strategic goals.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report, except as otherwise disclosed herein. The Company continues to operate in the ordinary course of business, and no significant events have occurred post the financial year-end that would impact its financial standing.

The substantial decrease in revenue from 9,925.66 lakhs in FY 2023 24 to 40 lakhs in FY 2024 25 is primarily attributable to the fact that the Company had completed the sale of all its land parcels during the previous financial year. Consequently, there were no land assets available for sale during the current financial year, resulting in minimal operational revenue. The Company is currently evaluating future development and investment opportunities in the real estate sector to enhance its revenue streams in the coming years.

DIVIDEND

In line with the objective of conserving financial resources and strengthening the long-term value for stakeholders, the Board of Directors has deemed it prudent not to recommend any dividend for the financial year ended March 31, 2025. This decision has been taken after careful consideration of the Company's current financial position, future investment plans, and overall business strategy.

TRANSFER TO GENERAL RESERVE

No amount has been transferred to the General Reserve during the year under review. The Company earned a profit of 227.59 lakhs during the financial year 2024 25.

SHARE CAPITAL

• No shares were allotted during the year.

• No shares were bought back.

• No Sweat Equity Shares or Stock Options were issued.

• No Bonus Shares were issued during the year.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture, or Associate Company as on March 31, 2025.

Accordingly, the requirements related to disclosure of financial performance and other details of such entities are not applicable for the year under review.

ALTERATION IN THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

During the year under review, there were no changes or alterations made to the Memorandum of Association or the Articles of Association of the Company. The existing charter documents remain in full force and effect without any modifications.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: A. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013, the following Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment:

• Mr. Hartaj Sewa Singh (DIN: 00173286)

• Mr. Palani Samy Kungumaraju (DIN: 10164262)

Further, in compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Secretarial Standard on General Meetings (SS-2), a brief profile of the aforementioned Directors, including their qualifications, experience, and other directorships, is provided in the Explanatory Statement annexed to the Notice convening the Annual General Meeting.

B. KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Companies Act, 2013, read with the Rules framed thereunder.

- Mr. Bhuwan Chaturvedi: Chief Executive Officer

- Mr. Ankit Garg: Chief Financial Officer

- Ms. Anuradha Sharma: Company Secretary

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 (7) OF THE COMPANIES ACT, 2013

The Company has received declarations from all the independent directors of the Company, that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors of the Company. All independent directors of the company have also confirmed compliance with the provisions of Schedule IV of the companies Act, 2013 and rule 6 of Companies (Appointment and

Qualifications of Directors) Rules, 2014, as amended, regarding registering themselves with the Indian Institute of Corporate Affairs and meeting the requirement of the self-proficiency test.

Statement on Compliance of Code of Conduct for Independent Directors, Directors and Senior Management Personnel, as per Regulation 17(5) of the SEBI Listing Regulations, requires listed companies to lay down a code of conduct for its directors and senior management, incorporating duties of directors as laid down in the Act.

All directors and senior management personnel have affirmed compliance with the code for the financial year 2025. A declaration to this effect signed by the CEO is given herein below:

Declaration by Chief Executive Officer

[Regulation 34(3) read with Schedule V (Part D) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015]

I, Bhuwan Chaturvedi, Chief Executive Officer (CEO) of Swadeshi Polytex Limited hereby declare that all the members of Board of Directors and Senior Management have affirmed compliance with the Code of

Conduct of Board of Directors and Senior Management of the Company for the year ended 31st March, 2025.

Sd/-

Bhuwan Chaturvedi CEO

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's Policy on the appointment and remuneration of Directors, including the criteria for determining qualifications, positive attributes, independence of a Director, and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013, is available on the Company's website at the following link: https://www.splindia.co.in/corporate_governance.htm

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Rules made there under listing requirement, The Nomination and Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performances of the Board, and that of its committees and individual Directors, CEO and Chairman has to be made. The evaluation process focused on various aspects of the Board and committees functioning such as their composition, experience and competencies, performance of specific duties and obligations, corporate governance and compliance management. A separate meeting of the Independent Directors was held, inter-alia, to review the performance of Non-Independent Directors and the Board as a whole, to review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and to assess the quality, quantity and timeliness of flow of information between the Company's management and the Board, that is necessary for the Board to effectively and reasonably perform its duties.

The performance evaluation of the Non-Independent Directors including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors held on 21st March, 2025.

SECRETARIAL STANDARDS

The Directors hereby confirm that the Company has duly complied with the applicable mandatory

Secretarial Standards, namely SS-1: Secretarial Standard on Meetings of the Board of Directors, and SS-2: Secretarial Standard on General Meetings, as issued by the Institute of Company Secretaries of India.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO:

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with the

Companies (Accounts) Rules, 2014, the Company remains committed to improving its energy efficiency, though it does not currently have specific energy-intensive operations that would require significant energy conservation efforts.

However, with regard to Technology Absorption, it is important to note that the Company's operations do not involve the use of any advanced or specialized technology. As such, the requirements for technology absorption, as outlined under the Companies (Accounts) Rules, 2014, are not applicable to the Company's business model, which primarily focuses on real estate development.

Regarding Research and Development (R&D) expenditures, the Company has not incurred any costs on R&D during the financial year under review. This is due to the nature of the Company's activities, which do not involve research-driven projects or product development that would necessitate significant investment in R&D. The Company continues to focus on its core business operations while ensuring compliance with all applicable regulations.

Furthermore, during the year under review, there were no foreign exchange earnings or outgo. The Company's business operations remained domestic in nature, and it did not engage in any transactions involving foreign exchange.

STATE OF COMPANY'S AFFAIRS

The Board is confident that the Company is well-positioned to capitalize on emerging market opportunities and continue its journey toward sustainable growth. The Company's focus on conserving financial resources, while reinvesting in key areas of business development, remains a key priority to enhance shareholder value and long-term profitability.

Looking ahead, the Company is optimistic about the prospects of the real estate market and is committed to executing its business plans efficiently. We remain confident that with the collective efforts of our dedicated management team and stakeholders, the Company will continue to grow and achieve its strategic objectives in the coming years.

The Company has earned profit of Rs. 227.59 lakhs during the Financial Year 2024-25.

The total income for the financial year under review decreased to Rs. 750.95 Lakhs as against Rs. 10592.72 lakhs for the previous financial year. Profit from continuing operations was Rs. 227.59 Lakhs for the financial year under review as against the profit of Rs. 8249.04 lakhs for the previous financial year. Profit from discontinued operations was Rs. 1.53 lakhs for the financial year under review as against the loss of Rs. 13.88 lakhs in the previous financial year. The profit of the Company for the financial year under review after tax was Rs. 227.59 lakhs as against profit of Rs. 8,235.16 lakhs in the previous financial year.

ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 134 (3) and 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 31st March, 2025 is available on the website of the Company at https://www.splindia.co.in/agm.htm.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company has also implemented several best governance practices. Our Corporate Governance

Report for financial year 2024-25 forms an integral part to this Annual Report attached as an Annexure- A.

In accordance with Regulation 34(3) read with Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), a detailed report on Corporate Governance has been prepared.

Furthermore, as required under Schedule V(E) of the Listing Regulations, a certificate confirming compliance with the conditions of Corporate Governance has been obtained from M/s Shruti Singhal & Associates, Practicing Company Secretaries, and is annexed to this report as Annexure-B.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The statement containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), is given in "Annexure- C" forming part of this Report.

DETAILS OF RELATED PARTY TRANSACTIONS UNDER SECTION 188 OF THE COMPANIES ACT, 2013

The Company has not entered into any Related Party Transactions (RPTs) during the financial year that would have attracted the provisions of Section 188 of the Companies Act, 2013. Accordingly, there are no details to be disclosed in Form AOC-2 in this regard.

The policy on materiality of RPT's as approved by the Board, is available on the Company's website at the following link: https://www.splindia.co.in/corporate_governance.htm.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF) AND DEMAT SUSPENSE ACCOUNT:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and IEPF Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, all unpaid or unclaimed amount are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years from the date it became due for payment. In terms of the foregoing provisions of the Act, there was no amount or shares required to be transferred to IEPF authority by the Company for the year ended 31st March, 2025.

Further status of Demat suspense account is as follows:

a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year- 1 Shareholders & 1000 shares

b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year- 1 Shareholders & 1000 shares

c) number of shareholders to whom shares were transferred from suspense account during the year- 1 Shareholders & 1000 shares

d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year; 4 Shareholders & 2000 Shares

e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares- 4 Shareholders & 2000 Shares CORPORATE SOCIAL RESPONSIBILITY POLICY

In accordance with the provisions of Section 135 of Companies Act, 2013 and rules made thereunder, the Company has constituted a CSR Committee and formulated a CSR policy which is available on the Company's website at the following link: https://www.splindia.co.in/corporate_governance.html.

An annual report detailing the CSR initiatives and activities undertaken by the Company during the financial year, along with information on the composition of the CSR Committee, is provided as "Annexure-D" and forms an integral part of this Report. The report is presented in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

AUDITORS: a. STATUTORY AUDITORS & STATUTORY AUDITORS REPORT:

In accordance with the provisions of the Companies Act, 2013 and Rules framed thereunder M/s.

SANMARK & Associates, Chartered Accountants (ICAI Firm Registration No. 003343N) were appointed as Statutory Auditors of the Company for a term of five years, commencing from the conclusion of 52nd Annual General Meeting held on 21st September, 2022 until the conclusion of 57th Annual General Meeting, which will be held in the year 2027.

The Auditors' Report on the Financial Statements of the Company for the Financial Year 2024-25 is included as part of this Annual report. The Auditors' Report, on financial statements along with the relevant notes thereon, is self-explanatory and does not require any further comments under Section 134 of the Companies Act, 2013.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors reported any instances of fraud committed against the Company by its officers or employees, as specified under Section 143(12) of the Companies Act, 2013. Therefore, no further disclosure is required under Section 134(3)(ca) of the Act.

b. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. Baldev Singh Kashtwal, Practicing Company Secretary as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2025.

Further Mr. Baldev Singh Kashtwal, Practicing Company Secretary is proposed to be appointed as the Secretarial Auditor for a term of 5 years at the forthecoming Annual General Meeting.

The Secretarial Audit Report in form MR-3, received from Secretarial Auditor is annexed herewith as "Annexure- E" forms an integral part of this report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks except non filing of Related Party Disclosure with

BSE for the Half year ended 31st March, 2024.

He informed that BSE Limited (BSE) had sent an e-mail dated July 15, 2024 to the Company, levying a fine of Rs. 3,54,000/- for violation of Regulation 23(9) of Securities and Exchange Board of India

(Listing Obligation and Disclosure Requirements) Regulations, 2015 regarding non- compliance of disclosure of related party transactions on consolidated basis for the half year ended on 31st March, 2024. The Board of Directors would like to inform that the Company did not have any related party transactions requiring disclosure under Regulation 23 of the Listing Obligation and Disclosure Requirements. However, due to a difference in interpretation, the Management has submitted a waiver application to BSE for clarification and resolution.

The Company vide its mail dated July 29, 2024 has suitably replied to BSE Ltd. and requested to waive the penalty after depositing the Waiver Request Fee of Rs.11,800/- on 29.07.2024. The same is pending with Listing Operation Team.

c. INTERNAL AUDITORS

M/s. Intrico and Advisors Private Limited, Internal Auditors of the Company, conducted the Internal

Audit for the financial year 2024-25 in accordance with the provisions of the Companies Act, 2013 and applicable standards. The Internal Audit Reports submitted by them were reviewed and considered by the Audit Committee and the Board of Directors. The findings and recommendations were duly noted and necessary actions were taken, wherever required, to further strengthen the internal control systems and processes of the Company.

d. COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost records is not applicable to the Company. Accordingly, the Company is not required to maintain cost records as prescribed under the said Rules.

Further, as per the provisions of Section 148 of the Companies Act, 2013, and the Companies (Cost Records and Audit) Amendment Rules, 2014, the requirement for conducting a cost audit is also not applicable to the Company. Hence, the Company was not required to appoint a Cost Auditor for the financial year under review.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

ANNUAL SECRETARIAL COMPLIANCE REPORT:

In accordance with Regulation 24(A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8th February, 2019, all listed entities are required to conduct an Annual Secretarial Compliance Audit by the Secretarial Auditor, covering compliance with all applicable SEBI Regulations, circulars, and guidelines issued thereunder. The Secretarial Compliance report is in addition to the Secretarial Audit Report conducted under the provisions of the Companies Act, 2013, and is required to be submitted to Stock Exchanges within 60 days from the end of the financial year.

For the financial year ended March 31, 2025, the Company has engaged the services of CS Baldev Singh Kashtwal, Secretarial Auditors of the Company (CP No. 3169), for conducting the Annual Secretarial Compliance Audit and providing the requisite certification.

The Annual Secretarial Compliance report shall be submitted to the stock exchange, within the prescribed timeline, in accordance with the Listing regulations.

POLICIES:

The Company is committed to upholding the highest standards of ethics and integrity in all its business transactions, guided by a strong value system. In compliance with the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company has formulated and periodically reviews several key policies as mandated for all listed entities.

These policies are reviewed and approved by the Board of Directors from time to time to ensure continued relevance and effectiveness in line with regulatory requirements and corporate governance best practices. The following policies have been adopted by the Company and are available on the Company's website:

- Vigil Mechanism / Whistle Blower Policy

- Related Party Transaction's Policy

- Orderly Succession Policy

- CSR Policy

- Nomination & Remuneration Policy

PUBLIC DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from public within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. Further there are no outstanding deposits as on March 31, 2025.

LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company continues to be listed on the BSE Limited. The Annual Listing Fee for the current year has been paid to the BSE Limited, in compliance with the applicable regulatory requirements.

SIGNING OF THE FINANCIAL STATEMENTS:

In accordance with the provisions of Section 134 of the Companies Act, 2013, the financial statements of the Company for the financial year ended March 31, 2025, including the Balance Sheet, Statement of Profit and Loss, Cash Flow Statement, and other relevant documents, have been approved by the Board of Directors in its meeting held on 23rd May, 2025.

The financial statements have been signed on behalf of the Board by the two Directors, as well as by the, Chief Executive Officer, Chief Financial Officer and the Company Secretary, in compliance with the applicable provisions of the Companies Act, 2013 and rules made thereunder.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility that to the best of their knowledge and belief, for ensuring compliance with the provisions of section 134 (3) (c) and Section 134 (5) of the Act, in the preparation of the annual accounts for the financial year ended 31st March, 2025 and state that: (a) In the preparation of the financial statements, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the financial statements on a going concern basis; (e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

NUMBER OF MEETINGS OF THE BOARD

During the financial year under review, four (04) meetings of the Board of Directors were convened and held. The intervening gap between any two consecutive meetings was within the time limit prescribed under the Companies Act, 2013 and the Secretarial Standard on Board Meetings (SS-1) issued by the Institute of Company Secretaries of India (ICSI).

COMPOSITION OF AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules made thereunder, the Company has duly constituted an Audit Committee. The Committee plays a pivotal role in ensuring transparency, integrity, and accountability in the Company's financial reporting and internal control processes.

As on date of this report, the Audit Committee comprises the following members:

1. Mr. Atul Seksaria : Chairman

2. Mr. Gaurav Lodha : Committee Member

3. Mr. Hartaj Sewa Singh : Committee Member

During the year Five (05) meetings of the Audit Committee were convened and held on:

• 16th May, 2024

• 13th August, 2024

• 12th November, 2024

• 11th February, 2025

• 13th March, 2025

Majority of the members of the Audit Committee are financially literate and possess requisite expertise in accounting and financial management. The Committee met at regular intervals during the financial year to review and recommend financial results, audit observations, internal control systems, and other related matters.

The attendance of the Audit Committee members at the meetings held during the financial year is as under:

COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

In accordance with the provisions of Section 178 of the Companies Act, 2013, the Company has duly constituted a Nomination & Remuneration Committee. The Committee is responsible for formulating policies relating to the appointment, remuneration, and evaluation of the performance of Directors, Key Managerial Personnel (KMP), and Senior Management.

As of the date of this report, the Nomination & Remuneration Committee comprises the following members:

1. Dr. Rishabh Chand Lodha : Chairman

2. Mr. Atul Seksaria : Committee Member

3. Mr. Hartaj Sewa Singh : Committee Member

During the year Two (02) meetings of the Nomination & Remuneration Committee were convened and held on:

• 16th May 2024

• 13th August, 2024

The attendance of the Nomination & Remuneration Committee members at the meetings held during the financial year is as under:

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Stakeholders Relationship Committee. The primary function of the Committee is to address and resolve complaints and grievances of shareholders, investors, and other stakeholders of the Company. As on the date of this report, the Stakeholders Relationship Committee comprises the following members: Mr. Hartaj Sewa Singh : Chairman Dr. Rishabh Chand Lodha : Member Ms. Shukla Bansal : Member

The Committee ensures that the interests of the stakeholders are safeguarded, and their grievances are resolved promptly and efficiently.

During the year only one meeting of the Stakeholders Relationship Committee was convened and held on 10th February, 2025.

The attendance of the members of the Stakeholders Relationship Committee at the meeting held during the financial year is as follows:

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors ("Board") of the Company is in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board consists of a balanced mix of Directors, including Independent Directors, ensuring that the Board functions in a manner that is in the best interests of the Company and its stakeholders. The Board periodically reviews its composition to ensure compliance with applicable laws and to bring diverse perspectives to its decision-making process.

During the Financial Year 2024-25, the following changes occured in the Board of Directors of the company:

Further, there were no changes taken place in KMP.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board of Directors of the Company, after due consideration, is of the opinion that the Independent

Directors appointed during the Financial Year 2024-25 possess the necessary integrity, expertise, and experience to effectively contribute to the Company's affairs.

The Board has thoroughly evaluated their proficiency in terms of their professional background, leadership qualities, and relevant experience in diverse fields. Furthermore, the Independent Directors demonstrate a strong commitment to upholding the highest standards of corporate governance and have proven to be invaluable in bringing an independent and objective perspective to the decision-making process.

The Board believes that the integrity, expertise, and proficiency of the Independent Directors are aligned with the Company's objectives and are vital for fostering long-term growth and sustainability.

DETAILS OF LOAN/ GUARANTEES / INVESTMENTS MADE

During the year under review, the Company has not given any loans or provided any guarantees falling under the provisions of Section 186 of the Companies Act, 2013. However, the Company has made investments in mutual funds in accordance with the provisions of Section 186 and the Companies (Meetings of Board and its Powers) Rules, 2014. All such investments were within the limits approved by the Board and were made in line with the Company's investment policy.

Details of the investments made is as follows:

• Kotak Equity Arbitrage Fund Growth Rs. 10 Crore

• SBI Arbitrage Opportunities Fund Growth- Rs. 10 Crore

• ICICI Prudential Equity - Arbitrage Fund - Reg Growth - Rs. 10 Crore

• HDFC Arbitrage Fund - WP Growth- Rs. 10 Crore

BUSINESS RISK MANAGEMENT:

A robust and well- risk management framework is in place, encompassing risk mapping, trend analysis, risk exposure assessment, potential impact evaluation, and risk mitigation strategies, addressing both internal and external risks. The primary objective is to minimize the impact of identified risks through proactive actions aimed at their mitigation. Risk management is an integral component of the company's management policy and is continuously embedded within its operations, as mandated under Section

134(3)(n) of the Companies Act, 2013. At present, the company has not identified any risk factors that could threaten its continued existence.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

In compliance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, and the rules framed thereunder, the Company has established an internal policy on the Prevention, Prohibition, and Redressal of Sexual Harassment at the Workplace.

The policy aims to educate employees about behaviors that constitute sexual harassment, outlines preventive measures, and provides a clear mechanism for addressing any such incidents, should they occur.

As on the date of this Report, the Company has less than ten employees and, therefore, is not mandatorily required to constitute an Internal Complaints Committee (ICC) under Section 4 of the POSH Act.

However, the Board notes the following:

• The obligation to constitute an ICC arises immediately upon the Company reaching the threshold of ten employees, irrespective of the gender composition of the workforce.

• As a matter of good governance and proactive compliance, the Company acknowledges the importance of adopting a policy on the prevention of sexual harassment and, where appropriate, designating a contact person or external complaints mechanism until an ICC is formally constituted.

• In the absence of an ICC, any complaint of sexual harassment shall be referred to the Local

Complaints Committee (LCC) constituted by the District Officer under the POSH Act. No complaints of sexual harassment were reported during the financial year under review.

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is dedicated to fostering and maintaining a safe and healthy work environment for all its employees. A comprehensive policy, fully aligned with statutory requirements, is in place to support this commitment.

Furthermore, status of the compliance outlined is as follows: a. number of complaints filed during the financial year Nil b. number of complaints disposed of during the financial year Nil c. number of complaints pending as on end of the financial year - Nil

INSIDER TRADING REGULATION

The Company has implemented a Code of Conduct for the Prevention of Insider Trading, in the form of a Structured Digital Database (SDD), to regulate the trading of securities by the Directors and designated employees. The Code mandates pre-clearance for transactions involving the Company's shares and prohibits the purchase or sale of shares by Directors and designated employees when in possession of unpublished price-sensitive information or during the closure of the Trading Window. The Board is responsible for ensuring the effective implementation of this Code.

All the Board of Directors and Key Managerial Personnels (KMP's) have confirmed their compliance with the Code.

BUSINESS RESPONSIBILITY REPORT

Report on Business Responsibility report is not applicable to the Company as per Regulation 34(2) (f) (Listing Obligations and Disclosure Requirements) Regulations, 2015 since the Company does not fall within top 1000 listed entities.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has designed and implemented a process-driven framework for internal financial controls within the meaning of explanation to section 134(5)(e) of the Act. For FY 2024-25, the Board is of the opinion that the Company has sound Internal Financial controls commensurate with the nature and size of its business operations, wherein controls are in place and operating effectively.

The Directors have laid down internal financial controls to be followed by the Company and such policies and procedures have been adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Assurance on the effectiveness of internal financial controls is obtained through management reviews, self-assessment, continuous monitoring by functional experts as well as testing by the Statutory/Internal Auditors during the course of their audits. Significant audit observations and follow-up actions thereon are reported to the Audit Committee. The observations and comments of the Audit Committee are placed before the Board, time to time.

CODE OF CONDUCT

The Board of Directors have approved a Code of Conduct, which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/ behaviors of any form and the Board has laid down the directives to counter such acts. All the Board Members and the Senior

Management personnel have confirmed compliance with the Code.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

Management discussion and analysis report highlighting the performance and prospects of the Company's business for the year, as stipulated under Regulation 34 (2) (e) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") is presented in

"Annexure-F".

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant or material orders were passed by any Regulator, Court or Tribunal that could impact the going concern status of the Company or its future operations.

DETAILS OF APPLICATION MADE BY THE COMPANY OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year the Company has not made any application under the Insolvency and Bankruptcy Code, 2016 (31 OF 2016), nor are there any proceedings pending under the said Code.

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

This clause is not applicable on the Company, as the Company has not taken any loan from Banks or Financial Institutions.

ACKNOWLEDGEMENTS

The Directors wish to express their sincere gratitude to the Company's customers, business partners, vendors, bankers, government and non-governmental agencies, and other business associates for their continued support. The Directors also acknowledge and appreciate the trust and confidence placed in the Company by its shareholders. They remain committed to driving the Company's long-term growth objectives in the years ahead.