Adjia Technologies Ltd Directors Report

Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of your Company (“the Company”), along with the Audited Financial Statements, for the Financial Year ended on March 31, 2025.

FINANCIAL PERFORMANCE:

The Company s financial performance for the year ended on March 31, 2025 is summarized below:

(Rs in Lakhs)

Particulars	Financial Year ended
	March 31, 2025	March 31, 2024
Revenue from Operations	23.90	33.00
Other Income	0.13	0.06
Total Income	24.03	33.06
Total Expenses	32.20	25.21
Profit/(loss) before Tax (EBT)	(8.17)	7.85
Provision for Income Tax
(i) Current Tax	-	-
(ii) Deferred Tax	(13.52)	0.72
(iii) Tax of Earlier Year	-	-
Net Profit/(Loss) After Tax	5.35	7.13

STATE OF THE COMPANYS AFFAIRS:

The Company operates within the rapidly evolving immersive technology industry, specializing in Augmented Reality (AR), Virtual Reality (VR), and 360? content solutions. These technologies are transforming key sectors such as education, real estate, tourism, healthcare, manufacturing, retail, and entertainment, driven by the demand for interactive, engaging, and innovative experiences.

In the education sector, immersive learning environments are enhancing knowledge retention and student engagement. Real estate and tourism are leveraging 360? virtual tours to offer lifelike property walkthroughs and destination previews. Healthcare applications are expanding, with AR/VR being used for medical training, patient rehabilitation, and advanced diagnostics. Manufacturing and retail industries are adopting immersive simulations for training, product visualization, and customer engagement. The entertainment sector continues to push boundaries with AR/VR-powered gaming, storytelling, and live event experiences, redefining how audiences connect with content.

There has been no change in the Companys business operations during the financial year ended 31st March, 2025.

The Company has earned a total income of Rs. 23.90 lakhs as compared to Rs. 33.00 lakhs of the previous year.

Total expenditure for the period ended as at March 31, 2025 amounted to Rs. 32.20 lakhs as compared to Rs. 25.21 lakhs of the previous year.

The Earning Before Tax (EBT) for the year ended March 31st, 2025 amounted to Rs. (8.17) Lakhs as compared to Earnings Before Tax (EBT) of Rs. 7.85 Lakhs for the financial year ended 31st March, 2024.

The Net Profit after tax for the year ended March 31, 2025 amounted to Rs. 5.35 lakhs against the profit of Rs. 7.13 lakhs in the previous Year.

The basic Earnings per share (EPS) on standalone basis for the year stood at INR 0.61 per share, as compared to INR 0.81 per share for the previous year.

Your directors are hopeful to exploit the present resources in an efficient manner and achieve better results in the future through better planning and efficient management techniques.

SHARE CAPITAL:

The Authorised Share Capital as on 31st March, 2025 was Rs. 90,00,000/- divided into 9,00,000 Equity Shares of Rs. 10/- each of the company.

The Paid-up share capital as on 31st March, 2025 was Rs. 88,04,000/- divided into 8,80,400 Equity Shares of Rs. 10/- each of the company.

During the year under review, there are no changes in the Share Capital of the Company.

LISTING INFORMATION:

The Equity Shares in the Company are listed with BSE Startups Platform and in dematerialized form. The ISIN No. of the Company is INE0G0V01018.

RESERVES:

No amount has been transferred to Reserves and Surplus Account of the Company.

DIVIDEND:

To conserve the resources for future growth of the company, your directors do not propose any dividend for the current year. Your Companys policy on Dividend Distribution is available at http://www.adiiatechnologies.com/policies.php

UNCLAIMED DIVIDEND AND SHARES TRANSFERRED TO INVESTOR EDUCTION AND PROTECTION FUND (“IEPF”):

In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividends which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund (“IEPF”).

The IEPF Rules mandate companies to transfer all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of IEPF. The Members whose dividend/ shares are transferred to the IEPF Authority can claim their shares/dividend from the IEPF Authority following the procedure prescribed in the IEPF Rules.

During the year under review, the Company was neither liable to transfer any amount to the Investor Education and Protection Fund (IEPF), nor there was any amount lying in the Unpaid Dividend Account of the Company for the Financial Year 2024-2025.

CHANGE TN THE REGISTERED OFFICE:

During the year under review, there is no change in the Registered Office of the Company.

PUBLIC DEPOSIT:

The Company, during the year, has not invited/ accepted any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013, and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

However, during the financial year the Company has borrowed money(ies) from Directors of the Company in pursuant to Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, amended from time to time, and said amount is not being given out of funds acquired by him/them by borrowing or accepting loans or deposits from others.

INSURANCE:

The properties/assets of the Company are adequately insured.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company at the beginning of the year, during the year or at the end of the year.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY:

During the year under review, the Company has not provided any loan, guarantee, security or made any investment covered under the provisions of Section 186 of the Companies Act, 2013 to any person or other body corporate.

RELATED PARTY TRANSACTONS:

All related party transactions that were entered into during the financial year were on an arm s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. Your directors draw your attention to notes to the financial statements for detailed related parties transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members/ Shareholders have been obtained for such transactions. However, as part of good corporate governance, all related party transactions covered under Section 188 of the Act are approved by the Audit committee.

The form AOC- 2 is attached as Annexure - A with this report.

ioth Annual Report 2024-25

STATUTORY AUDITOR AND THEIR REPORT:

M/s. Piyush Kothari & Associates, Chartered Accountants (Firm Registration Number: 140711W), is proposed to be reappointed as Statutory Auditors of the Company to hold office for a term of five consecutive years from the conclusion of this Annual General Meeting of the Company to be held on September 03, 2025 till the conclusion of the 15^th Annual General Meeting.

The Notes to the Financial Statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act 2013.

The Auditors Report does not contain any qualification reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SNN & Associates, Practicing Company Secretaries, as the Secretarial Auditor to conduct the audit for the financial year 2024-25. This appointment was made in compliance with the applicable regulatory provisions and was duly approved by the Board.

M/s. SNN & Associates have conducted the Secretarial Audit for the financial year 2024-25 and their report is attached as Annexure-B to this Annual Report. The Secretarial Auditors Report contains qualification reservation as mentioned below.

a) Non-filing /Incorrect Filing in XBRL Mode

The Company has not complied with certain XBRL filing requirements:

• The voting results of the General Meeting were not submitted to the Stock Exchange in XBRL mode within two working days of its conclusion, as required under Regulation 44(3) of the SEBI (LODR) Regulations, 2015.

• The Statement on Impact of Audit Qualifications / Declaration of unmodified audit report for the year ended March 31, 2024 was filed in PDF mode only, instead of the mandatory XBRL mode, as prescribed under Para (D) of Section III-A of Chapter III of SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023.

Comment: The Management submits that the said lapses were inadvertent and have since been rectified. On January 07, 2025, the Company submitted the Voting Results in XBRL mode, paid the applicable penalty of Rs11,800, and also filed the Declaration of Unmodified Audit Report in XBRL mode. The Management has strengthened its internal processes to ensure such oversights do not recur in future.

b) Non-filing of Statutory Forms with ROC

The Company had not filed the following statutory forms with the Registrar of Companies (ROC):

• Form MGT-14 in respect of the Board/Shareholders resolutions passed for (i) appointment of Secretarial Auditor, and (ii) approval of the Financial Statements along with the Boards Report.

• Form MGT-7 (Annual Return) for the financial year ended March 31, 2024.

Comment: The Company has duly filed Form MGT-14 in respect of the Board/Shareholders resolutions passed for the appointment of the Secretarial Auditor and approval of the Financial Statements along with the Boards Report. Further, the Company has already initiated the process for filing Form MGT-7 (Annual Return) for the financial year ended March 31, 2024, and the same will be filed shortly.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of operations. The organisation is appropriately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function reports to the Audit Committee. Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with Generally Accepted Accounting Principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

ioth Annual Report 2024-25

COST AUDITORS AND COST RECORDS

Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the Company. Hence, the Board of Directors of your company had not appointed Cost Auditor for obtaining Cost Audit Report of the company for the financial year 2024-25.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure - C.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Composition of the Board of Directors of the Company as on 31.03.2025 are as follows:

Name of Director	Designation
Mr. Roshan Kumar Rawal	Managing Director and Chairman
Mr. Tulsiram Rawal	Director (Non-Executive Non-Independent)
Ms. Priti Jadav	Non-Executive Director
Mr. Ashish Agarwal	Independent Director
Mr. Rajnish Pathak	Independent Director

BOARD MEETING:

Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are convened, as and when require, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at the registered office of the Company.

During the year under the review, 4 (Four) Board Meetings were held on May 29, 2024, September 02, 2024, November 14, 2024, and March 01, 2025. The Board Meetings were held with gap not exceeding the period prescribed under Companies Act, 2013 and Rules made thereunder. Board meeting dates are finalized in consultation with all Directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

The details of attendance of each Director at the Board Meetings and Annual General Meeting are given below:

Name of Director	Mr. Roshan Kumar Rawal	Ms. Priti Jadav	Mr. Ashish Agarwal	Mr. Rajnish Pathak	Mr. Tulsiram Rawal
Number of Board Meeting held	4	4	4	4	4
Number of Board Meetings Eligible to attend	4	4	4	4	4
Number of Board Meeting attended	4	4	4	4	4
Presence at the previous AGM of F.Y. 23-24	Yes	Yes	Yes	Yes	Yes

GENERAL MEETINGS:

During the year under review, the following General Meetings were held, the details of which are given as under:

Sr. No.	Type of General Meeting	Date of General Meeting
1.	Annual General Meeting	September 30, 2024

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss 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 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 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.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, had adopted a formal mechanism for evaluating its own performance and as well as that of its committee and individual Directors, including the chairperson of the Board. The Exercise was carried out through a structured evaluation process covering the various aspects of the Boards functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

The evaluation of the independent Directors was carried out by Board, except the independent Director being evaluated and the evaluation of chairperson and the non-independent Directors were carried out by the independent Directors.

The Board is of the opinion that the Independent Non-Executive Directors of the Company including those appointed during the year possess requisite qualifications, expertise and experience and they hold highest standards of integrity.

CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year under review there were no changes in the Board of Directors and Key Managerial Personnel.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The broad terms of reference of the Nomination and Remuneration Committee (“NRC”) of the Company are as under:

• To identify suitable persons and recommend them as suitable candidates to fill up vacancies on the Board or augment the Board and Senior Management.

• To lay down criteria for the evaluation of the Board including Independent Directors and carrying out evaluation of every Directors performance.

• To formulate a criterion for determining qualifications, positive attributes and independence of a director and recommending to the Board, appointment, remuneration and removal of directors and senior management.

• Ensuring remuneration paid to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

• Devising a policy on Board diversity.

• To do such act as specifically prescribed by Board and

• Carry out such other activities as maybe prescribed by the Companies Act 2013, read with Rules and regulations as maybe specified by the regulator from time to time, including any modification or amendment thereto.

The Company has adopted a Nomination and Remuneration Policy as recommended by “NRC” and the objective of Nomination and Remuneration Policy is to ensure rationale and objectivity in the appointment and remuneration of the Directors, Senior Management Personnel and employees of the Company. The Policy also provides bringing in a pragmatic methodology in screening of candidates who may be recommended to the position of Directors and to establish effective evaluation criteria to evaluate the performance of every Director.

The Policy also serves as a guiding principle to ensure good Corporate Governance as well as to provide sustainability to the Board of Directors of the Company. The remuneration paid to the Directors of the Company is in accordance with the provisions of Companies Act, 2013 and the Remuneration Policy adopted by the Company.

The Nomination and Remuneration policy is available on the website of the Company at http://adiiatechnologies.com/ The NRC evaluated the performance of the Board, its committees and of individual directors during the year. DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

Independent Directors are familiarized with their roles, rights and responsibilities as well as with the nature of industry and business model through induction program at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

INFORMATION ON DIRECTORATE:

There was no change in the Board constitution during the F.Y. 2024-25. However, Mr. Rajnish Pathak has tendered resignation from the post of Non-Executive Independent Director of the company with effect from 31st July, 2025 and Mr. Gautam Verma has been appointed as Additional Non-Executive Independent Director of the company with effect from 18^th August, 2025.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Tulsiram Rawal, Non-Executive Director of the Company retires by rotation at the ensuing annual general meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Nomination and Remuneration Committee and Board of Directors recommends his re-appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), of the person seeking appointment / re-appointment as Director is annexed to the Notice convening the 10^th Annual General Meeting.

DETAILS OF KEY MANAGERIAL PERSONNEL:

During the financial year 2024-25 there is no change in Key Managerial Personnel.

COMMITTEE OF BOARD:

Matters of policy and other relevant and significant information are furnished regularly to the Board. To provide better Corporate Governance & transparency, currently, your Board has three (3) Committees viz., Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee to investigate various aspects for which they have been constituted. The Board fixes the terms of reference of Committees and delegate powers from time to time.

A. AUDIT COMMITTEE:

The Board of Directors in their meeting held on December 10, 2020 had formed Audit Committee in line with the provisions of Section 177 of the Companies Act, 2013. The detailed terms of reference of the Committee is as per Section 177 of the Companies Act, 2013.

During the year under review, the Audit Committee met 2 (Two) times during the Financial Year 2024-25, on May 29, 2024, November 14, 2024.

The composition of the Committee during the year and the details of meetings attended by its members are given below:

Name of the Directors	Category	Designation	Number of meetings during the F.Y. 2024-25
			Held	Eligible to attend	Attended
Mr. Ashish Agrawal	Independent Director	Chairman	2	2	2
Mr. Rajnish Pathak	Independent Director	Member	2	2	2
Mr. Roshan Rawal	Executive Director	Member	2	2	2

The Statutory Auditors and Chief Financial Officer of the Company are invited in the meeting of the Committee wherever requires. Further, the Company Secretary of the Company is acting as Secretary to the Audit Committee.

RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS:

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

B. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board of Directors in their meeting held on December 10, 2020 has formed Stakeholders Relationship Committee mainly to focus on the redressal of Shareholders / Investors Grievances if any like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The Stakeholders Relationship Committee shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The detailed terms of reference of the Committee is as per Section 178 of the Companies Act, 2013.

During the year under review, Stakeholders Relationship Committee met 1 (One) time viz on September 02, 2024. The composition of the Committee and the details of meetings attended by its members are given below:

Name of the Directors	Category	Designation	Number of meetings during the F.Y. 2024-25.
			Held	Eligible to attend	Attended
Ms. Priti Jadav	Non-Executive Director	Chairman	1	1	1
Mr. Ashish Agrawal	Independent Director	Member	1	1	1
Mr. Rajnish Pathak	Independent Director	Member	1	1	1

During the year under review, the Company had received one complaint from the Shareholder which was resolved within the prescribed time. There was no complaint unresolved as on March 31, 2025.

There were no pending requests for share transfer/dematerialization of shares as of March 31, 2025.

C. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors in their meeting held on December 10, 2020 has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act 2013. The detailed terms of reference of the Committee is as per Section 178 of the Companies Act, 2013.

During the year under review Nomination and Remuneration Committee met 1 (One) time viz on September 02, 2024. The composition of the Committee and the details of meetings attended by its members are given below:

Name of the Directors	Category	Designation	Number of meetings during the F.Y. 2024-25.
			Held	Eligible to attend	Attended
Mr. Rajnish Pathak	Independent Director	Chairman	1	1	1
Mr. Ashish Agrawal	Independent Director	Member	1	1	1
Ms. Priti Jadav	Non-Executive Director	Member	1	1	1

The Nomination and remuneration policy available on the website of the company at http://www.adiiatechnologies.com/policies.php

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

a. aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil

b. number of shareholders who approached listed entity for transfer of shares from suspense account during the year: Nil

c. number of shareholders to whom share were transferred from suspense account during the year: Nil

d. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil

e. voting rights on shares which remain frozen till the rightful owner of such shares claims the shares: Nil EMPLOYEES STOCK OPTION PLAN:

The Company has not provided stock options to any employee during the period.

PARTICULAR OF EMPLOYEES:

The ratio of the remuneration of each whole-time director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-D.

The statement containing names of top ten employees in terms of remuneration drawn and the 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, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the Companys operations in future.

ANNUAL RETURN:

Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However, the Annual Return will be made available at the website of the Company at https://www.adiiatechnologies.com.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board from time to time to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

The Company has also adopted and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. The Risk Management Policy has been uploaded on the website of the Company at https://www.adiiatechnologies.com.

The Company does not fall under the ambit of top 1000 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

VIGIL MECHANISM:

In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.adiiatechnologies.com.

The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on regular basis. The employees of the Company are made aware of the said policy at the time of joining the Company.

CORPORATE GOVERNANCE:

As our company has been listed on Startups Platform of BSE Limited, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules 2014 as amended from time to time is as follows:

A. CONSERVATION OF ENERGY:

i. The steps taken or impact on conservation of energy:

The Company has taken measures and applied strict control system to monitor day to day power consumption, to endeavour to ensure the optimal use of energy with minimum extent possible wastage as far as possible. The day-to-day consumption is monitored and various ways and means are adopted to reduce the power consumption in an effort to save energy.

ii. The steps taken by the Company for utilizing alternate sources of energy:

The Company has not taken any step for utilizing alternate sources of energy.

iii. The capital investment on energy conservation equipment:

During the year under review, Company has not incurred any capital investment on energy conservation equipment.

B. TECHNOLOGY ABSORPTION:

i. The effort made towards technology absorption:

The Company has not imported any technology and hence there is nothing to be reported here.

ii. The benefit derived like product improvement, cost reduction, product development or import substitution:

None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

a. The details of technology imported: Nil

b. The year of import: Not Applicable

c. Whether the technology has been fully absorbed: Not Applicable

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

iv. The expenditure incurred on Research and Development:

During the year under review, the Company has not incurred any expenditure on Research and Development

C. FOREIGN EXCHANGE EARNINGS & EXPENDITURE: i. Details of Foreign Exchange Earnings:

Sr. No.	Particulars	F.Y. 2024-25	F.Y. 2023-24
1.	FOB Value of Export	-	-

ii. Details of Foreign Exchange Expenditure:

Sr. No.	Particulars	F.Y. 2024-25	F.Y. 2023-24
1.	Foreign Exchange Expenditure	-	-

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

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company is committed to provide a safe and conducive work environment to its employees during the year under review. The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

The following is the Summary of sexual harassment complaints received and disposed off during the FY 2024-25:

1.	Number of complaints of sexual harassment received in the year	Nil
2.	Number of complaints disposed off during the year; and	N.A.
3.	Number of cases pending for more than ninety days.	N.A.

DISCLOSURES UNDER MATERNITY BENEFIT ACT, 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-

work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFTER BALANCE SHEET DATE:

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report, except as stated below:

The Company has changed its registered office from 102, Fairdeal House, Opp. Xaviers Ladies Hostel, Swastik Char Rasta, Navrangpura, Ahmedabad, Gujarat, India - 380009 to A1039 & 1040, Money Plant High Street, Jagatpur Road, Near Ganesh Glory-11, Ahmedabad - 382481, pursuant to the Board Resolution passed on 3rd September, 2025.

Following changes were occurred in the composition of board of directors and Key Managerial Personnel:

Sr.	Name of Director & KMP	PAN No	Date of Appointment	Nature of Change	Date of Change	Designation
1	Rajnish Pathak	CWGPP8117D	10/12/2020	Cessation	31/07/2025	Non Executive Independent Director
2	Gautam Verma	AEEPV0872R	18/08/2025	Appointment	18/08/2025	Non Executive Independent Director

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the company considering the net worth, turnover and net profit of the company.

PREVENTION OF INSIDER TRADING:

Your company has adopted the “Code of Conduct on Prohibition of insider trading “and “Code of Conduct for Directors and Senior Management Personnel” for regulating the dissemination of Unpublished Price Sensitive Information and trading in security by insiders.

INDUSTRIAL RELATIONS:

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status. Your Company is registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. Your Company would like to inform you that it has not received any complaint on the SCORES during financial year 2024-25.

INVESTOR GRIEVANCES REDRESSAL STATUS

During the Financial Year 2024-25, there were no complaints or queries received from the shareholders of the Company. Company Secretary acts as the Compliance Officer of the Company is responsible for complying with the provisions of the Listing Regulations, requirements of securities laws and SEBI Insider Trading Regulations. The Investor can send their query to http://adiiatechnologies.com/.

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

OTHER REGULATORY REQUIREMENT

The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Companys operations in future.

DETAILS OF APPLICATON MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year there are no Proceeding Pending against the company under the Insolvency and Bankruptcy Code, 2016. POLICIES OF THE COMPANY:

> POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION

Your Company has adopted the policy on Materiality of Related Party Transaction to set out the dealing with the transaction between the Company and its related parties. The Policy on Materiality of Related Party Transaction has been available on the website of the Company http://adiiatechnologies.com/policies.php

> POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT

Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and ensure compliance with legal requirements. The Policy on Code of Conduct for Director and Senior Management has been available on the website of the Company http://adiiatechnologies.com/policies.php

> PREVENTION OF INSIDER TRADING

Pursuant to provisions of the regulations, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by employees and other connected persons and code of practices and procedure for fair disclosure of unpublished price Sensitive Information. The same has been available on the website of the Company http://adiiatechnologies.com/policies.php

> POLICY ON PRESERVATION OF DOCUMENTS

Pursuant to provision of the regulations, the board has formulated the policy on the Preservation of Documents & Archive policy. The same has been available at the website of company at http://adiiatechnologies.com/policies.php

> BUSINESS RISK MANAGEMENT

The Company has taken various steps in connection with the implementation of Risk Management measures in terms of provisions contained in the Companies Act, 2013, after identifying the elements of risks which in the opinion of the Board may threaten the very existence of the Company. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by Board from time to time. Key risks identified are methodically addressed through mitigating actions on a continuing basis. The policy of risk management is made available on the website of the company at http://adiiatechnologies.com/policies.php

> VIGIL MECHANISM/WHISTLE BLOWER MECHANISM

Your Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Vigil Mechanism has been available on the website of the Company at http://adiiatechnologies.com/policies.php

> POLICY ON DETERMINATION ON MATERIALITY OF EVENTS

Your Company has adopted a Policy on Determination and Disclosure of Materiality of Events and Information. The Policy on Determination and Disclosure of Materiality of Events and Information has been available on the website of the Company at http://adiiatechnologies.com/policies.php

WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely “www.adjiatechnologies.com” containing basic information about the Company. The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANK AND FINANCIAL INSTITUTION

There is no difference between amount of valuation done at the time of one tome settlement and the valuation done while taking loan from bank and financial institution.

ACKNOWLEDGEMENT:

Your directors acknowledge the dedicated service of the employees of the Company during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, business partners and other stakeholders.

Registered office: A 1039 & 1040, Money Plant, High Street, Near Ganesh Glory-11, Jagatpur, Dascroi, Ahmedabad, Gujarat, India- 382470		For and on behalf of Board of Directors Adjia Technologies Limited
Date: September 04, 2025	Sd- Roshan Kumar Rawal Managing Director & CFO DIN:08658054	Sd- Tulsiram Rawal Non- Executive Director DIN: 08658055