ADC India Communications Ltd Directors Report

Dear Members,

The Directors take pleasure in presenting the 37th Annual Report and the Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL SUMMARY

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from operations	18,710.17	17,874.04
Other Income	380.92	193.45
Total Income	19,091.09	18,067.49
Profit before Depreciation and Tax	3298.48	2,795.96
Depreciation	21.47	21.30
Profit beforeTax	3277.01	2,774.66
Tax Expense	831.25	706.13
Profit after Tax	2445.76	2,068.53
Other Comprehensive Income	(3.84)	3.20
Total Comprehensive	2441.92	2,071.73
Income

PERFORMANCE AND STATE OF THE COMPANY?S AFFAIRS

During the Financial year 2024-25, your Company?s relentless focus on execution enabled us to deliver growth and operating margin resilience. Your Company?s overall revenue from operations was INR 18,710.17 lakhs, higher by 5% over the previous year?s revenue of INR 17,874.04 lakhs. During the year, the Telecommunication business de-grew by 17.11%, whereas IT-Networking (Enterprise network) business grew by 8.36% over that of the previous year. For the full year, the Company?s profit before tax was INR 3,277.01 lakhs as compared to INR 2,774.66 lakhs in the previous year. Profit after tax for the financial year was INR 2,445.76 lakhs as compared to INR 2,068.53 lakhs in the previous year. We generated INR. 2,592.85 Lakhs of net cash flow during the FY 2024-25.

The de-growth in revenue for Telecommunication business was on account of lower exports compared to the previous Financial Year and growth in revenue in the IT-Networking business was on account of volume and product mix.

DIVIDEND

The Board of Directors, at its meeting held on March 25, 2025, declared an interim dividend of INR 25/- (250%) per equity share of face value of INR 10/- each for the financial year ended March 31, 2025.

The said interim dividend was paid in the month of April 2025.

Taking note of the performance and profitability of the Company, your directors have recommended a final dividend of INR 5/- (50%) per equity share of the face value of INR 10/- each for the financial year ended March 31, 2025. The final dividend will be payable subject to the approval of the Members at the ensuing Annual General Meeting and deduction of tax at source to those shareholders whose names appear in the Register of Members of the Company and in the Register of Beneficial Owners as on the

Record Date.

TRANSFER TO RESERVES

No amount is proposed to be transferred to the General Reserve for the financial year ended March 31, 2025.

SHARE CAPITAL

The paid-up share capital of the Company as on March 31, 2025, is INR 460 lakhs divided into 4,600,000 Equity Shares of INR 10 each fully paid up. During the year, there was no change in share capital of the Company.

BUSINESS AND OPERATIONS

During the year, your Company demonstrated exceptional resilience in dealing with times where technology continues to transform businesses in every industry around the world in a profound and fundamental way. Enterprises are leveraging technology to extend the value of existing investments and, in parallel, transform and future-proof their business, where we do see AI across industries, finetune the necessities of specialized domains and tasks. Your Company performance is on the back of meticulous execution over the years, as reflected in the combination of growth and profitability, which has led to building a strong debt-free & liquid balance sheet. Our key focus continues to ensure a sustainable & profitable financial position as our stakeholders expect us to deliver long-term growth riding on a solid strategy and making prudent business decisions with a steady backup plan.

The economic environment continued to improve where Enterprise network market growth continues to improve compared to the Telecom sector which grapple with fewer orders. Pressure on profitability continues due to issues with pressure on price & in turn on margins in the marketplace. Your Company foresee continued growth in Enterprise business in the next few years and another challenging year for the Telecom sector, which continues to be volatile. With uncertainties across the world, it is not something that any of us would claim to predict the lingering impact of global economic scenarios with supply chain disruptions, rising interest rates accompanied with increase in costs of commodities & volatility is a real confrontation with complexity & challenges in front of your Company. At the same time, tremendous Opportunities lies before your Company with growth in Infrastructure build out across industry verticals for Broadband connectivity requirements which gives great optimism about the future that holds for your company by responding strategically by being a more valuable partner to our clients than ever before. Your company Board and Risk Management Committee have always looked at worst case scenarios of challenging times and built a portion of the strong financialsby making the right decision, which is sustainable and consistent over the years. Infrastructure Sector is a crucial pillar of economy, by supporting the functioning of almost all other economic sectors and hence strengthening of a Country?s infrastructure framework has a multiplier effect on the economy advancement. Rapid economic development requires the best of the communication connectivity platform, where your company supports the Structured Cabling Platform solution with its best of the products. A Digital Nation needs digital infrastructure. As India moves towards 5 trillion-dollar economy, connectivity would play an important and critical role. The investments committed both by Government & Private Players towards infrastructure growth would improve the overall business sentiment and investments in next few Quarters/years. Market is expected to improve driven by investments in Infrastructure projects, Data Centre?s requirement, Pharma, Healthcare, Education, Banking & Finance, Defense sector, E-commerce, Manufacturing, where your Company will be able to favorably participate in the areas of its strength within each opportunity as the market evolves.

With all Opportunities that exists; your Company do see inflationary pressure accelerating with steep increase in prices across commodities and raw materials like copper, stainless steel, plastics and many more items; towards which your company has been adjusting prices consistently across certain products and/or product lines. While the demand outlook is strong, your Company remains vigilant in order to be agile and evolve proper approach with the changing dynamics, with continued focus on growing revenues and profitability with new products introduction and by realigning the cost structure by looking at ways of cost reduction to be competitive in the marketplace.

Your Company remain committed to the communities we live and operate in, where we continue to create positive impact on healthcare, education and sustainability. The projects we undertake help to provide equitable support to those most in need of new opportunities.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

("SEBI Listing Regulations"), the Management

Discussion and Analysis Report for the year under review is presented in a separate section and forms part of the Annual Report.

DIRECTORSANDKEYMANAGERIALPERSONNEL In accordance with the provisions of the Companies

Act, 2013 ("Act"), Mr. Rakesh Kishore Bhanushali

(DIN:07220290), Non-Executive Non-Independent Director, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offers himself for re-appointment.

The first term of five years of Ms. Vijaya Latha Reddy (DIN:06778078) as an Independent Director of the Company expires on September 15, 2025. The Board of Directors of the Company at its meeting held on May 27, 2025, approved and recommended the re-appointment of Ms. Vijaya

Latha Reddy as an Independent Director of the Company for a second term of fiveconsecutive years commencing from September 16, 2025, up to September 15, 2030.

Details of Mr. Rakesh Kishore Bhanushali and Ms.

Vijaya Latha Reddy, as required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial

Standard-2 on General Meetings, are provided in the Notice convening the ensuing 37th Annual General Meeting of the Company.

The following are the changes in composition of the

Board of Directors of the Company during the year:

• The Board of Directors at their meeting held on February 7, 2025, based on the recommendations of the Nomination and Remuneration Committee, approved and recommended the appointment of Mr. Jonathan Niall Murphy (DIN:10057273) as Non-Executive Non-Independent Director of the Company with effect from February 7, 2025 and the same was approved by the shareholders of the Company through the postal ballot on May 02, 2025.

• Mr. Ravi Bosco Rebello (DIN:07868872) ceased to be a Director of the Company with effect from the close of business hours on January 31, 2025.

• Ms. Yaman Roy (DIN:07341809) ceased to be a Director of the Company with effect from the close of business hours on January 31, 2025.

The Board places on record their appreciation for the contributions made by Mr. Ravi Bosco Rebello and Ms. Yaman Roy during their tenure as Directors of the Company.

Mr. J.N. Mylaraiah, Managing Director;

Mr. Anandu Vithal Nayak, Chief Financial Officer and Mr. R. Ganesh, Company Secretary continues to remain Key Managerial Personnel of the Company as on the date of this Report.

During the financial year, none of the Directors and

Key Managerial Personnel of the Company had any pecuniary relationship or transactions with the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the company have submitted the requisite declarations stating that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16

(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances affecting their status as Independent Directors of the Company. The Board reviewed and assessed the veracity of the aforesaid declarations, as required under Regulation

25(9) of the SEBI Listing Regulations. In the opinion of the Board, all the Independent Directors fulfill the said conditions as mentioned in Section 149(6) of the Act and the SEBI Listing Regulations and are independent of the Management. All the Independent

Directors have confirmed compliance with the provisions of Rules 6(1) and 6(2) of the Companies

(Appointment and Qualifications of Directors) Rules,

2014, with respect to registration of their name in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.In the opinion of the Board, the Independent Directors possess the necessary integrity, experience and expertise required to fulfill their duties as Independent

Directors.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, 5 (five) meetings of the Board of Directors were held. The intervening gap between two consecutive Board meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this Annual Report.

INDEPENDENT DIRECTORS MEETING

The Independent Directors of the Company met on March 25, 2025, without the attendance of Non-Executive Directors and members of the management. In this meeting, the Independent Directors reviewed the performance of Non-Independent Directors, the Board as a whole, Chairman of the Company and assessed the quality, quantity and timeliness of flow of information between the Company?s management and the Board that is necessary for the Board to perform its duties effectively and reasonably perform their duties.

COMMITTEES OF BOARD

As required under the Act and the SEBI Listing Regulations, the Board has five

Audit Committee, Nomination and Remuneration Committee, Stakeholders? Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee.

Details of all the Committees such as terms of reference, composition, number of meetings held during the year and attendance at the meetings are provided in the Corporate Governance Report forming part of this Annual Report.

During the year under review, all recommendations of the Committees of the Board have been accepted by the Board of Directors.

DIRECTORS? RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sections 134(3) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and based on the information and explanations received from the management of the Company, confirm that: a. in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures; b. they 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 on March 31, 2025, and of the profits of the Company for that period; c. they have taken proper and 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 annual accounts have been prepared on a going concern basis; e. they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively; and f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Considering the requirements of the skill sets on the Board, persons having professional expertise in their individual capacity as independent professionals and whocaneffectivelycontribute to the Company?s business and policy decisions are considered by the Nomination and Remuneration Committee for appointments of new Directors on the Board. The Independent Directors appointed to the Board are paid sitting fees for attending the Board and Committee Meetings as approved by the Board of Directors. Non-Executive Non-Independent Directors are neither paid any sitting fees nor paid any remuneration.

The details pertaining to the remuneration paid to the Directors during the year are furnished in the Corporate Governance Report of the Annual Report. The Executive Compensation Policy Guidelines is available on the website of the Company at https:// www.adckcl.com/in/en/aboutus/policies.html.

BOARD EVALUATION

The Company?s Policy and Process on evaluation of the Board lays down a structured questionnaire to be used in the performance evaluation of the Board, its committees and Directors. This Policy is available on the website of the Company at https:// www.adckcl.com/in/en/aboutus/policies.html.

Pursuant to the applicable provisions of the

Act and the SEBI Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors using the structured questionnaire. sufficientcare The criteria for performance evaluation of the Board included aspects relevant to the functioning of the Board such as Board composition and structure, setting business strategy and annual business plan, effectiveness of Board processes, information, functioning etc. The criteria for performance evaluation of the Board Committees included aspects such as composition and structure of Committees, effectiveness of Committee meetings, functioning of Committees etc. The performance of individual Directors was evaluated based on parameters such as participation, commitment, knowledge etc. In the evaluation of the Directors, the director being evaluated did not participate.

The results of the performance evaluation of the Board and its Committees and individual directors indicated a high degree of satisfaction among the Directors.

CORPORATE GOVERNANCE

As required under Regulation 34 (3) read with

Schedule V (C) of the SEBI Listing Regulations, a report on Corporate Governance and the certificate as required under Schedule V (E) of the SEBI Listing Regulations obtained from M/s. S R B C & CO LLP,

Chartered Accountants, the Statutory Auditors of the Company, regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism for Directors and Employees pursuant to section 177 of the

Act and Regulation 22 of SEBI Listing Regulations, to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company?s code of conduct. The vigil mechanism provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and provides for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. No person has been denied access to the Chairman of the Audit Committee. During the year under review, your Company has not received any complaint under the vigil mechanism / whistle blower policy.

The Vigil Mechanism Policy is available on the Company?s website at https://www.adckcl.com/in/en/ aboutus/policies.html.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance towards any form of sexual harassment at the workplace. The Company believes that all individuals have the right to be treated with dignity and strives to create a workplace which is free of gender bias and sexual harassment. The Company is committed to providing a safe and conducive work environment for all its employees. As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and Rules framed thereunder, the Company has laid down a policy on Prevention of Sexual Harassment at Workplace (POSH) Policy. An internal committee has also been constituted to consider and resolve the complaints related to sexual harassment. The policy is available on the website of the Company at https://www.adckcl.com/in/en/aboutus/policies.html. During the year under review, the Company has not received any complaint of alleged sexual harassment.

RISK MANAGEMENT

The Company has put in place a Risk Mitigation Processes to identify, assess and mitigate risks to Company?s business. The Board has formed a Risk Management Committee to frame, implement and monitor the risk management plan for your Company. The Committee also ensures that appropriate processes and systems are in place to monitor and evaluate risks associated with the business of the Company.

The members of the Risk Management Committee at its meeting held on March 25, 2025, discussed and reviewed the risk mitigation processes adopted by the Management to address various risks to the Company?s business including the business, IT, Financial and compliance risks. The members satisfied themselves that appropriate risk management frameworks are in place and appropriate practices are being followed.

RELATED PARTY TRANSACTIONS

All transactions with related parties are placed before the Audit Committee for its review and approval on a quarterly basis. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature. All transactions with related parties entered into during the year under review were at arm?s length basis and in the ordinary course of business. During the year under review, your Company has entered into transactions with CommScope India

Private Limited, a related party, which is considered material in terms of Section 188 of the Act and

Regulation 23 of the SEBI Listing Regulations (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements). Accordingly, the disclosure of these transactions as required under Section 134(3) (h) of the Act, in Form AOC 2, is attached to this report as Annexure A. Necessary approval of the shareholders of the Company has been taken for entering into material related party transactions with

CommScope India Private Limited.

Related Party disclosures as per Ind AS-24 have been provided in Notes to financial statements.

The Policy on Related Party Transactions is available on the Company?s website and can be accessed using the link https://www.adckcl.com/in/en/aboutus/ policies.html.

Pursuant to the provisions of Regulation 23 of the

SEBI Listing Regulations, the Company has filed half yearly reports to BSE Limited for the related party transactions.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details on internal control systems and their adequacy are provided in the Management Discussion and Analysis Report, which forms part of this Annual Report.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors)

Rules, 2014, M/s. S R B C & CO LLP, Chartered

Accountants (Firm Registration Number 324982E/ E300003) were appointed as Statutory Auditors of the Company for a term of 5 (five) years, to hold office from the conclusion of 34th Annual General

Meeting held on July 29, 2022 until the conclusion of 39th Annual General Meeting to be held in 2027.

The Auditor?s Report for the financial year 2024-25 does not contain any qualification, reservation, adverse remark or disclaimer. The Auditor?s Report is enclosed with the Financial Statements in this Annual Report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. V Sreedharan and Associates, Company Secretaries to undertake the Secretarial Audit of the

Company for the financial year ended March 31, 2025.

The Secretarial Audit Report for the financialyear ended

March 31, 2025, as required under Section 204 of the

Act and Regulation 24A of the SEBI Listing Regulations is attached to this report as Annexure B.

In the Secretarial Audit Report for the financial year ended March 31, 2025, the Secretarial Auditors have made the following observation: During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc., except for the non-submission of e-form DIR-12 for the appointment of Mr. Jonathan Niall Murphy on the Board of the Company with effect from February 07, 2025, as Non-Executive,

Non-Independent Director.

Filing e-form DIR-12 for the appointment of Mr. Jonathan Niall Murphy was delayed due to the delay in obtaining certified copy of certain documents from the Department of Foreign Affairs in Ireland for processing his DSC. The e-form DIR-12 has since been filed by the Company.

Other than the above observation, there are no other qualifications, in the Secretarial Audit Report.

The Annual Secretarial Compliance Report for the financial year ended March 31, 2025, has been submitted to BSE Limited, where the shares of the Company are listed within the stipulated time.

Further pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations, Section 204 of the Act and the Rules framed thereunder, M/s. V Sreedharan and Associates has been appointed as the Secretarial

Auditors of the Company for a period of five consecutive years commencing from FY 2025-26 until FY 2029-30, subject to approval of the shareholders of the Company.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditor and the Secretarial Auditor have not reported any instances of fraud committed in the company by its

Officers or Employees to the Audit Committee and/or

Board of Directors under section 143(12) of the Act.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The details of the CSR Committee are provided in the Corporate Governance Report, which forms a part of this Annual Report. The CSR Policy is available on the website of the Company at https://www.adckcl. com/in/en/aboutus/policies.html.

The Company?s strategic focus areas for its CSR activities are Education and Health. The Company implements the CSR projects through implementing partners. In terms of Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has spent INR 34.00 lakhs towards CSR projects during the year under review. The Annual Report on CSR Activities is attached with this report as Annexure C.

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

A. Sustainability

We at ADC India communication, embrace sustainability as a fundamental business value. Our commitment to sustainability and role in developing the networks of tomorrow humbles all of us every day.

We are meeting the moment while building a foundation for a more sustainable future. We are building the processes and systems that will be necessary to ensure we can meet not only regulatory requirements but the goals of our customers. ADC India manufacturing facility are certified to ISO 14001:2015 for environmental management systems and ISO 45001:2018 for health and safety management systems.

ADC India communication values our employees and the communities we serve advancing equity at every touchpoint. From our diversity and Inclusion with regular ongoing training and engagement program. ADC India is also committed to the communities we serve and are involved in many education programs to combat the digital divide and extending learning opportunities to people.

Delivering our sustainability actions and advancing network technology is not only critical for our business, but also for the society in which we inhabit.

B. Conservation of Energy

The Company is committed towards conservation of energy. Towards this, the conventional light fittings have been replaced by LED fittings in the factory, resulting in a reduction in power consumption by about 10%.

Your Company looked into maximum Utilization of Rainwater harvesting to Gardening and land scaping. Other left out area?s work is under progress.

C. Development Activities

During the year, the following developmental activities were carried out by the Company:

• Introduced new variants of Wire Mesh Basket System for Data Centre requirements, based on Customer feedback & Best practices.

• Introduced new design fiber cable and

Rugged Fiber armored Cable assemblies to suit customer applications.

• Introduced high density Swing out Fiber panels in both Single mode & Multimode version.

D. Foreign exchange earnings and outgo

Foreign exchange earned comprises export revenue on an actual basis. Foreign exchange outgo comprises import of goods and dividend payment on an actual basis. Total foreign exchange earned and outgo are as follows:

	2024-25	2023-24
a. Foreign Exchange earned in terms of actual	2,036.80	2,400.33
b. Foreign Exchange outgo in terms of actual outflows	3,217.52	3,490.60

PARTICULARS OF REMUNERATION

The particulars pursuant to Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached with this report as Annexure D.

The statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Boards? Report. In terms of proviso to Section 136(1) of the Act, the Annual Report is being sent to the Members of the Company excluding this statement. The said statement is open for inspection upon specific request made in writing to the Company by the Members. Any Member interested in obtaining a copy of the same may write to the Company Secretary at support@adckcl.com.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary companies.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)

Rules, 2016 ("IEPF Rules"), the declared dividends, which remains unpaid or unclaimed for a period of 7 (seven) years from the date of their transfer to the Unpaid Dividend Account of the Company are required to be transferred by the Company to the Investor Education and Protection Fund

("IEPF") established by the Central Government.

Further, pursuant to the provisions of Section 124 of the Act read with the IEPF Rules, the shares on which dividends have not been paid or claimed for 7 (seven) consecutive years or more shall be transferred to the IEPF Authority.

Pursuant to the above-mentioned provisions, during the financial year 2024-25, the unclaimed dividend amount of INR 3,47,916/- pertaining to the financial year ended March 31, 2017, was transferred to IEPF. Further, 1400 equity shares on which dividend remained unpaid/unclaimed for seven consecutive years was transferred to designated demat account of the IEPF Authority during the financial year 2024-

25 after following the procedure prescribed under the IEPF Rules.

ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) and of the Act, the Annual Return of the Company is available on the website of the Company and can be accessed at https://www.adckcl.com/in/en/aboutus/ investorrelations/annual-reports-and-returns.htm.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

No material changes and commitments have occurred between the end of the financial year to which the Financial Statements relate and the date of this Report, which would affect the financial position of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan or provided any guarantee or made investment within the meaning of section 186 of the Act during the year under review.

DEPOSITS

The Company has not accepted any deposits from the public during the year under review and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the Balance Sheet.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business activities carried out by the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant and material orders have been passed by the Regulators, Courts and Tribunals impacting the going concern status of the Company and its future operations.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No proceedings have been initiated / pending against the Company under the Insolvency and Bankruptcy Code, 2016.

OTHER DISCLOSURES

No disclosure or reporting is made with respect to the following items, as there were no transactions / events on these items during the year under review: a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. c. Raising funds through preferential allotment or qualified institutions placement. d. There has been no change in the nature of business of the Company. e. There was no instance of a one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS

Your Directors thank the Company?s parent company, customers, business partners, shareholders, vendors and bankers for their continued Cooperation and support. Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow.