Agni Green Power Ltd. Directors Report

To The Members of

AGNI GREEN POWER LIMITED

Your Directors have immense pleasure in presenting the 30^th Annual Report on the business and operations of your Company together with the Audited Standalone financial statement and the Auditors? Report for the financial year ended 31^ST March, 2025.

FINANCIAL HIGHLIGHTS

Particulars	Figures for the current reporting period	Figures for the previous reporting period
	Rs. In Lakhs	Rs. In Lakhs
I Revenue from operations (gross)	4,108.89	3,526.71
Less: Excise Duty	-
Revenue from operations (net)	4,108.89	3,526.71
II Other Income	33.96	35.48
III Total Income (I+II)	4,142.85	3,562.19
IV Expenses
(a) Cost of materials consumed	2,439.19	2,246.23
(b) Purchase of Stock in Trade		-
(c) Changes in inventories of finished goods, work-in-	59.01	75.75
progress and stock-in-trade
(d) Employee benefits expenses	424.63	351.60
(e) Finance costs	195.79	168.07
(f) Depreciation and amortisation expenses	25.93	22.97
(g) Other expenses	913.61	645.60
Total Expenses	4,058.16	3,510.22
V Profit before exceptional and extraordinary iteam and	84.69	51.97
tax
VI Exceptional Iteams	-	-
VII Profit before extraordinary iteam and tax	84.69	51.97
VIII Extraordinary Iteams	-	-
IX Profit before Tax	84.69	51.97
X Tax Expense:
(a) Current tax expense	20.65	10.97
(b) Deferred tax	1.37	2.54
XI Profit / (Loss) for the period from continuing operations	62.67	38.46
XII Profit / (Loss) from discontinuing operations	-	-
XIII Tax from discontinuing operations	-	-
XIV Profit/ (Loss) from discontinuing operations	-	-
XV (Profit/Loss) for the Period	62.67	38.46
XVI Earning per equity share:
(1) Basic	0.32	0.20
(2) Diluted	0.32	0.20

PERFORMANCE REVIEW:

The Company is engaged in the business of Design & Development, sale and installation of solar photovoltaic power plants, Solar Street Lights, solar power conditioning units and other solar products like charge controller, solar pump controller, solar adaptors, solar generators, junction boxes etc.

The turnover of the Company for the year under review was Rs. 4,108.89 Lakh compared to Rs.3,526.71 Lakh in the previous year. During the year under report the Turnover has increased by nearly 16.50%, Further last year Company has earned a profit of 38.46 Lakhs but in this financial year company has made a profit of 62.67 Lakhs profit increased nearly 63%. Company?s core strength lies in acquiring and delivering technology in the niche business segments, gained though intensive interaction with clients and R&D on new technologies. Emphasis are being given on understanding customers? pain points and offering innovative solutions. This would entail long term business relationship with the customers at all levels, specially Government Contracts. The company thrives on providing development support on leading edge technologies for solar power / green power industry. The technologies that are being used are indigenously developed and rigorously tested to be proven as useful before being offered to the customers so as to ensure highest degree of customer satisfaction. A low-cost high quality delivery center helps the company to retain the competitive advantage and that has been the main strategy of the company while serving clients across the country.

STATE OF COMPANY?S AFFAIRS:

Our Company is primarily an EPC company with a dedicated bunch of highly skilled and experienced engineers and technicians having deep commitment to maintain high quality of work and maintenance. We have a strong Design Engineering Team which is geared up for taking up all sorts of challenging designs for solar and hybrid power plants. Also the Company has a dedicated R&D facility to research and develop new indigenous products. This enables the Company to customize its products as per customer requirements. The R&D facility anticipates shifts in consumer preferences and uses emerging technologies to improve existing products. This has reduced dependency on technology outsourcing and ensures product innovation in product quality and features in environment friendly processes. During the financial year 2024-25, our R&D division has played a crucial role in supporting innovation and addressing technical challenges in alignment with the needs of our marketing and project teams. One of the major achievements was the successful in-house development of the Zero Export Circuit (ZEC), which is designed to prevent the export of solar power to the utility grid when the generated solar energy exceeds the connected load. Previously, AGPL had to procure this component from external sources. Now, with this capability developed internally, AGPL is not only deploying ZECs in its own projects but also marketing them to external customers, creating a new revenue opportunity. Building upon this, the R&D team further developed a customised version of the ZEC that can synchronise with Diesel Generators, enabling effective integration in hybrid energy systems. This variant has already been successfully utilised in several of AGPL?s own projects. Additionally, the team undertook the development and modification of 1kW, 2kW, and 6kW off-grid inverters specifically for the SELCO project. These inverters have been tailored to meet project-specific requirements with improved reliability and performance.

Another key accomplishment was the resolution of a power factor mismatch issue at a 1 MW solar power plant operated by MES. The problem was carefully analysed and effectively resolved by the R&D team, ensuring enhanced operational efficiency and grid compliance for the plant. All these achievements have been made possible through the efforts of a dedicated team of engineers and technicians based at our in-house R&D facility located within the AGPL factory. Their continued work is instrumental in driving technical excellence and supporting AGPL?s mission of delivering high-quality, innovative energy solutions. Another significant contribution was the design and development of a Domestic Electricity Load Limiter for the Ghoramara project. This device was created to manage and control household power consumption within predefined limits, helping ensure equitable distribution of electricity in areas with constrained power supply. Solar Electricity generated from solar PV power plant is now more economic than coal or gas based thermal power electricity and is also pollution free. From the considerations of climate change Govt. of India and many State Govts are promoting Solar Electricity by making provisions of Net Metering and many governments financed schemes for example PM Surya Ghar Muft Bijli Yojna. The Finance Minister, Nirmala Sitharaman, announced the launch of the ‘Rooftop Solar Scheme? or the ‘PM Surya Ghar Muft Bijli Yojana? in the Interim Budget 2024-25. In the full Budget 2024-25, the Finance Minister reiterated that this scheme will enable 1 crore households to obtain free electricity up to 300 units every month. Further In a bid to promote electric vehicles and solar energy, the Indian government has made some crucial changes in the electricity Act. According to Wikipedia Indias solar power installed capacity was 87.21 GW AC as of 31 July 2025.India is the third largest producer of solar power globally. During 2010 19, the foreign capital invested in India on Solar power projects was nearly US$20.7 billion.In FY2024-24, India is planning to issue 40 GW tenders for solar and hybrid projects.India has established nearly 42 solar parks to make land available to the promoters of solar plants.Gujarat Hybrid Renewable Energy Park will generate 30 GWAC power from both solar panels and wind turbines. It will spread over an area of 72,600 hectares (726 km) of waste land in Kutch district of Gujarat. During the fiscal years 2026 to 2030, rooftop and open access solar installations in India are expected to witness significant growth, with capacity additions projected to reach approximately 35 GW. This reflects a rising trend in decentralized solar adoption driven by favorable policies, increasing commercial and industrial demand, and improved grid integration. In parallel, solar capacity additions through competitive bidding are anticipated to be even more substantial, exceeding 110 GW during the same period. These large-scale additions will be primarily driven by central and state-level auctions, supported by falling solar tariffs, enhanced investor interest, and government targets aligned with the country?s energy transition goals. Many State Governments are also giving increased importance to generate more energy from renewable energy sources to bridge the gap between energy demand and supply and also to supplement grid power. These include programmes for Solar Street Lights for Rural, Urban and Remote Areas, Solar PV Systems for Schools and Community Establishments, Solar PV Power Plants for Village Electrification, Construction of High MW Capacity Grid Connected SPV Power Plant, and Solar PV in off-grid application. The Company is involved in design, supply, installation and commissioning of all these types of few kW to few MW level solar power plants in different parts of India. Most of them are under Govt tendering procedure but recently a number of solar power plants from private sectors and semi-Govt organizations have been successfully completed by the Company. Notable among them is Selco foundation a 302 kw project

The present scenario of solar PV market is seeing a huge change due to aggressive policy changes of the Govt. and many companies with sound financial changes are entering into the market to tap the MW range power plants on establishing the power plants of large scale (5-500MW range) and selling the energy to the National Grid through competitive bidding process. To tap this market, the Company must have solid financial strength and it is not possible for us to arrange such funding. Moreover, many establishments are now interested to install the power plant at their own premises and want to buy power for the entire life of the plant (around 25 years) from the installer who will arrange financing of their own and will recover the finance through monthly bill payment (RESCO Model). Therefore, in both the above scenario the institutional financing is required which the company is trying to explore to tap this market. In addition, the company is planning to strengthen its R&D activity for developing capability for designing and manufacturing Solar Inverters and IT enabled applications and EV charging facilities.

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances has decided that it would be prudent, not to recommend any Dividend for the year under review and retain the profits of the Company for its future growth.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

AMOUNT TRANSFERRED TO RESERVE

Your Company has not transferred any amount of Profits to the Reserve for the year under review.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 20,00,00,000/-(Rupees Twenty Crores only) divided into 20,000,000 (Two crores) equity shares of Rs. 10 each.

The Issued, Subscribed and Paid Up Capital of the Company as on March 31, 2025 was Rs. 19,534,800 /-.

a) Issue of equity shares with differential rights

Your Company has not issued equity shares with differential rights for the financial year 2024-25 and therefore details as provided in rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014 is not applicable on the company.

b) Issue of sweat equity shares

Your Company has not issued sweat equity shares for the financial year 2024-25 and therefore details as provided in rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014 is not applicable on the Company. c) Issue of employee stock

Your Company has not issued employee stock option for the financial year 2024-25 and therefore details as provided in rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014 is not applicable on the Company.

d) Provision of money by company for purchase of its own shares by employees or by Trustees for the benefit of employees: N.A.

The Company as no other type of securities except equity shares forming part of paid up capital.

DEPOSITORY PARTICIPANT

Your Company?s equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services India Limited.

LISTING ON STOCK EXCHANGE

Agni Green Power Limited got its shares listed on the SME Platform of NSE i.e. NSE Emerge on August 01, 2022. The listing fees have been duly paid to the exchange for the financial year 2024-25.

APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSON

During the Financial Year 2024-25, Mr. Ayon Mukhopadhyay appointed as Additional Non-Executive Director of the Company 14/11/2024.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), 2015, the company has vigil mechanism in the form of Whistle Blower Policy for their Directors and employees to report genuine concerns or grievances to deal with instances of fraud or mismanagement.

POLICY RELATED TO APPOINTMENT OF DIRECTORS? AND OTHER RELATED MATTER

Company has a policy for the appointment of Directors? which is managed by the Nomination and Remuneration Committee as per the provisions of Section 178 of the Companies Act, 2013 w.e.f 01/04/2022.

The Committee has specified criteria for determining qualifications, positive attributes and other matter for the specific post on which appointments are made and shall be made in future on the board of the Company.

We affirm that the remuneration paid to the Director?s is as per the terms laid out in the nomination and remuneration policy of the Company.

DECLARATION BY THE INDEPENDENT DIRECTORS

During the year 2024-25 the company has received necessary declaration from Independent Directors under Section 149(7) of the Companies Act, 2013, that they meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and under Rule 6(3) of The Companies (Appointment and Qualifications of Directors) Rules, 2014 that they are in compliance of sub-rule (1) and sub-rule (2) of Rule 6 of The Companies (Appointment and Qualifications of Directors) Rules, 2014.

In the opinion of the Board the Independent Directors appointed possess relevant integrity, expertise and experience (including the proficiency).

COMMITTEE FORMED

During the year under review no new committee has been formed the company following committees.

a) Audit Committee b) Stakeholders Relationships Committee c) Nomination and Remuneration Committee

The details of all the Committees of the Board along with their composition and meetings held during the year are as under:

1. AUDIT COMMITTEE

The Company has constituted The Audit Committee w.e.f 01/04/2022 and the constitution of Audit Committee is as per requirement of section 177 of the Companies Act, 2013 and the Committee act in accordance with the terms of reference as specified in section 177 of the Companies Act, 2013 and any other regulatory provisions.

The Audit Committee comprises of three Non-Executive Independent Directors viz. Mr. Amit Ghosh (Chairman) Dr. Bibek Bandyopadhyay (Member) Mrs. Kakoli Saha (Member) and two executive directors Dr.Kanak Mukhopadhyay (Member) Mr. Aban Saha (Member)

During the year under review Two meetings of Audit committee was held dated 15/05/2024 14/12/2024 as the Company is listed on SME platform (NSE emerge).

Power of Audit Committee: -

- To investigate any activity within its terms of reference;

- To seek information from any employee;

- To obtain outside legal or other professional advice; and

- To secure attendance of outsiders with relevant expertise, if it considers necessary.

Roles and Responsibility of Audit Committee

The roles and responsibilities of the Committee include:

- oversight of the company?s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

- recommendation for appointment, remuneration and terms of appointment of auditors of the company;

- approval of payment to statutory auditors for any other services rendered by the statutory auditors;

- reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

- matters required to be included in the director?s responsibility statement to be included in the board?s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

- changes, if any, in accounting policies and practices and reasons for the same;

- major accounting entries involving estimates based on the exercise of judgment by management;

- significant adjustments made in the financial statements arising out of audit findings; o compliance with listing and other legal requirements relating to financial statements; o disclosure of any related party transactions; o modified opinion(s) in the draft audit report;

- reviewing, with the management, the quarterly financial statements before submission to the board for approval;

- reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the draft prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

- reviewing and monitoring the auditor?s independence and performance, and effectiveness of audit process;

- approval or any subsequent modification of transactions of the company with related parties; scrutiny of inter-corporate loans and investments; valuation of undertakings or assets of the listed entity, wherever it is necessary; evaluation of internal financial controls and risk management systems;

- reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

- reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

- discussion with internal auditors of any significant findings and follow up there on;

- reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

to review the functioning of the whistle blower mechanism;

approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.]

monitoring the end use of funds raised through public offers and related matters. carrying out any other function as is mentioned in the terms of reference of the audit committee. Further, the Audit Committee shall mandatorily review the following information: management discussion and analysis of financial condition and results of operations;

statement of significant related party transactions (as defined by the audit committee), submitted by management;

management letters / letters of internal control weaknesses issued by the statutory auditors;

internal audit reports relating to internal control weaknesses; and

the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

statement of deviations: (a) half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1); (b) annual statement of funds utilized for purposes other than those stated in the draft prospectus/notice in terms of Regulation 32(7).

2. NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted The Nomination and Remuneration committee w.e.f 01/04/2022 and the constitution of Nomination and Remuneration committee is as per requirement of Section 178 of the Companies Act, 2013, read with the Companies (Meetings and Power of Boards) Rules,2014 (including any enactments or amendments, if any) and any other regulatory provisions.

Composition

The Nomination and Remuneration Committee of Board was constituted pursuant to the Section 178 of the Companies Act,2013.

The Nomination and Remuneration Committee comprises of three Non-Executive Directors Mrs. Kakoli Saha (Chairman), Dr. Bibek Bandyopadhyay (Member), Mr. Amit Ghosh (Member) and One Executive Director who is also the Chairman of the company Mr Hiranmay Saha (Member).

During the year under review two meetings of Nomination and Remuneration Committee was held dated 14/11/2024 and 27/02/2024.

Scope of Nomination and Remuneration Committee:

Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

Formulation of criteria for evaluation of performance of independent directors and the board of directors;

Devising a policy on diversity of board of directors;

Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the board of directors their appointment and removal.

To extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

To recommend to the Board all remuneration, in whatever form, payable to senior management.

3. STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has constituted The Stakeholders Relationship Committee w.e.f 01/04/2022 and the constitution of Stakeholders Relationship Committee is as per requirement of section 178 of the Companies Act, 2013 and the Committee act in accordance with the terms of reference as specified in section 178 of the Companies Act, 2013 and any other regulatory provisions.

Composition

The Stakeholders Relationship Committee comprises of two Non-Executive Independent Directors Dr. Bibek Bandyopadhyay (Chairman) Mrs. Kakoli Saha (Member), and three executive Directors Dr.Kanak Mukhopadhyay (Member),Mr Arup Kumar Mahanta (Member) and Mr.Aban Saha (Member).

During the year under review one meetings dated 27.03.2025 of Stakeholders Relationship Committee was held .

Scope of Stakeholders Relationship Committee

Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;

Review of measures taken for effective exercise of voting rights by shareholders;

Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent;

Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

NUMBER OF BOARD MEETINGS HELD DURING THE YEAR

Dates of Board	Names of Directors [P = Present; A = Absent]
Meetings showing Attendance	Dr. Kanak Mukhopadhyay	Mr. Arup Kumar Mahanta	Dr. Hiranmay Saha	Mr. Aban Saha	Mr. Ayon Mukhopadhyay	Mr. Amit Ghosh	Dr Bibek Bandyopadhyay	Mrs.Kakoli Saha
15.05.2024	P	P	P	P	-	P	P	p
04.09.2024	P	P	P	P	-	P	P	P
05.11.2024	P	P	P	p	-	P	P	P
14.11.2024	P	P	P	P	-	P	P	P
02.12.2024	P	P	P	P	A	P	P	P
29.11.2025	P	P	P	P	P	P	P	P
27.02.2025	A	P	P	P	P	P	P	P
Summary of Number of Meetings attended	06	0	7		0 7		0 7	02

BOARD EVALUATION:

In terms of provisions of the Companies Act, 2013 the Board of Directors of the Company specified the manner for effective evaluation of performance of Board, and its Individual Directors. Based on the same, the Board carried out annual evaluation of its own performance, performance of its Individual Directors. The performance of the Board was evaluated by the Board on the basis of criteria such as Board composition and structure, effectiveness of Board processes, information flow to Board, functioning of the Board, etc. The Board evaluated the performance of individual Director on the basis of criteria such as attendance and contribution of Director at Board Meetings, adherence to ethical standards and code of conduct of the Company, inter-personal relations with other Directors, meaningful and constructive contribution and inputs in the Board meetings, etc.

For the above evaluation, the Board members completed questionnaires providing feedback on different parameters as already stated above including on performance of Board engagement levels, independence of judgment and other criteria. This is followed with review and discussions at the level of Board. The results of evaluation showed high level of commitment and engagement of the Board and its working Directors.

The quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties were also evaluated.

The Directors were satisfied with the leadership role played by the Chairman of the company.

AUDITORS AND AUDIT REPORT

The Board of Directors of the Company approved the appointment of M/s Bijan Ghosh & Associates having FRN: 323214E, as Statutory Auditors of the Company effective from 04^th of April, 2022 till the conclusion of 32^nd Annual General Meeting of the Company. They have given their report on the Annual Financial Statements for Financial Year 2024-25.

There are n o q u alifications or adverse remarks in the Auditors? Report which require any clarification/explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

PARTICULARS OF FRAUD REPORTED BY THE AUDITORS

During the period under review, no frauds were reported by the auditors of the company under section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDIT:

The Board of Directors of the Company has appointed M/s. Shubham Sinha and Associates, Company Secretaries, Kolkata, as the Secretarial Auditor to conduct an audit of secretarial records for the financial year 2024-25. The Secretarial Audit Report for the financial year ended 31st Day of March, 2025 under Act is set out in the “Annexure B” to this report

ADHERENCE TO SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 have been adhered to by the Company, to the extent it was practically possible.

HUMAN RESOURCES:

Employees are considered the most valuable assets of the Company. The Company has adopted and consistently practices progressive Human Resource (HR) policies aimed at attracting, motivating, and retaining quality professionals. Despite the turbulent times faced by the non-conventional energy industry in hiring and retaining skilled professionals, the Company has been successful in maintaining an exceptionally low attrition rate. Several proactive initiatives have been undertaken to overcome these challenges and to ensure a strong and committed workforce. The Company continues to maintain cordial and harmonious Industrial and Personnel Relations. During the year under review, sustained efforts were made to foster a culture of trust, collaboration, and mutual respect across all levels of the organization, which helped in maintaining industrial peace and harmony. The Board of Directors wishes to place on record its deep appreciation for the dedication, commitment, and valuable services rendered by employees at all levels during the year. Their continued support has been instrumental in driving the Company?s performance and growth.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The Company has no Holding, Subsidiary, Joint Venture or Associate Company anywhere as at the end of financial year.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company is engaged in the business of manufacturing solar photovoltaic power plants and equipment for the transformation of solar energy into electricity/power. The manufacturing process does not involve significant consumption of electricity, coal, or other conventional fuels. Nevertheless, the Company continues to emphasize energy conservation across all its activities. Fuel and power consumption, as well as the output of individual machinery, are regularly monitored to ensure optimum utilization and efficiency. The manufacturing process is entirely pollution-free and is based on indigenous technologies.

The Company has also been carrying out in-house research and development activities with a focus on improving existing products, developing innovative variations, optimizing costs, and enhancing quality. However, no substantial expenditure was incurred on research and development during the year under review.

Accordingly, there are no particulars to be reported pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption.

Further, during the year under review, there were no foreign exchange earnings or outgo.

RISK MANAGEMENT POLICY:

Every business is exposed to a variety of risks that may arise from internal and external factors and have the potential to adversely affect operations, profitability, and growth. Effective risk management involves a systematic process of identifying, evaluating, and addressing such risks in order to safeguard stakeholder interests and ensure the long-term sustainability of the Company. The Company periodically reviews key business risks along with related performance indicators and mitigation strategies. These reviews help in assessing potential threats as well as opportunities that may influence the Company?s long-term goals. The Board also reviews project-specific risks and ensures that appropriate risk mitigation measures are in place to minimize any adverse impact on ongoing and future projects. The Company ensures compliance with all applicable statutory requirements under various Acts and Rules, while workplace safety and employee well-being continue to remain areas of prime focus. At present, the Board of Directors does not perceive any element of risk that may threaten the existence of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state 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 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 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

(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.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions, entered into during the financial year were on arm?s length basis in the ordinary course of business and the same has been disclosed in Notes to Accounts. None of the related party transactions were considered material contracts or arrangements since the materiality threshold as fixed by the Board of Directors of annual turnover as per last Audited Stand-alone Financial Statement of the Company, were not exceeded with any individual case throughout the financial year. Accordingly, there is nothing to report pursuant to section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company was drawing remuneration in excess of the limits laid down in Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and hence there is nothing to report on this matter.

CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE:

The Directors state that, in compliance with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and the Rules made thereunder, the Company has adopted a formal Policy on Prevention of Sexual Harassment at Workplace. In line with the said Policy and statutory requirements, the Company has duly constituted an Internal Complaints Committee (ICC) to redress complaints, if any, relating to sexual harassment at the workplace. The constitution of the ICC is in accordance with the law, and the order constituting the Committee, along with details of the penal consequences of sexual harassment, has been prominently displayed at all workplaces of the Company.

The Company follows a zero-tolerance approach towards sexual harassment and is committed to providing a safe, secure, and inclusive work environment. Awareness programmes, sensitization workshops, and periodic communications are conducted under the Policy to reinforce the Company?s commitment to gender equality, dignity, and respect at the workplace.

During the year under review, The Company has not received any complaints of work place complaints, including complaints on sexual harassment., the Directors believe, is a reflection of the Company?s consistent efforts in fostering a culture of mutual respect, ethical conduct, and workplace safety.

The Board reiterates its commitment to upholding the highest standards of integrity and ensuring a harassment-free workplace where all employees can contribute to the growth of the Company with confidence and dignity.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions of section 135 of the companies Act, 2013 read with the relevant rules and guidelines are not so far applicable to the company.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

MATERNITY BENEFIT PROVIDED BY THE COMPANY 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 if required 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.

PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loan or guarantee and made Investments covered under provision of Section 186 of the Companies Act, 2013.

Deposits

During the reporting period the Company has not accepted any deposit falling within the ambit of Section 73 of the Companies Act, 2013 read-with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time. Further, the Company has not accepted any deposit in earlier years, as such question of unpaid or unclaimed deposit and default in repayment thereof, does not arise.

DETAILS OF SIGNIFICANT AND MATERIAL ORDRES PASSED BY THE REGULATORS/COURT/TRIBUNALS

No significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company?s operations in future.

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

During the period under review the Company has not made any applications and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

THE 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

The requirement of disclosure of 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 is not applicable during the period under review.

DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED.

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not so made and maintained.