Aurionpro Solutions Ltd Directors Report

Dear Members,

The Directors of Aurionpro Solutions Limited ("your company" or "the Company" or "Aurionpro") are pleased to present this Twenty Eighth Annual Report of the Company, together with its audited financial statements for the y e a r end e d 3 1 s t M a r c h , 202 5 ( " f inan c ia l y e a r " ) .

FINANCIAL SUMMARY AND HIGHLIGHTS

The highlights of the Consolidated and Standalone Financial Statements are detailed hereunder.

T h e C ompa n y s f inan c ia l pe r f o r man c e f o r t h e f inan c ia l y e a r end e d 3 1 s t M a r c h , 202 5 a s c ompa r e d t o t h e

p r e v i ou s f inan c ia l y e a r end e d 3 1 s t M a r c h , 20 2 4 i s summa r i z e d bel o w :

(?‚? in lakhs)

Particulars	Consolidated		Standalone
	3 1 - 03 - 2 02 5	3 1 - 03 - 2 024	3 1 - 03 - 2 02 5	3 1 - 03 - 2 024
Revenue from operations	1,17,296.71	88,747.15	79,804.04	58,249.48
Profit before Share of Profit of Associates, Exceptional Items and Tax	22,520.93	16,877.52	10,332.20	5,131.79
Profit Before Tax	22,520.93	16,877.52	10,936.64	5,131.79
Income Tax Expense:
Current Tax	3,726.58	2,285.76	2,537.95	1,288.31
Deferred tax credit	(48.45)	299.09	(103.71)	(46.43)
Profit After Tax	18,842.80	14,292.67	8,502.40	3,889.91
Earnings Per Equity Share
Basic (In (\u20b9))	34.72	28.11	15.86	7.76
Diluted (In (\u20b9))	34.21	27.62	15.62	7.62

Key Highlights of the Consolidated Performance of the Company

Strong performance with accelerated growth momentum across businesses

C o ns olida t e d Re v e n u e: ?‚? 1 , 1 7 , 2 9 6 . 7 1 L ak h s ( g r ew 3 2 % y e a r o n y e a r )

EBITDA & PAT for FY25 was higher by 25% & 32% respectively on a YoY basis

B asi c E P S f o r Q 4 F Y 2 5 s t oo d a t ?‚? 3 4 . 7 2 an d f o r F Y 2 4 i t s t oo d a t ?‚? 2 8 . 1 1 , whi c h w a s a n in c r e as e o f 24 % o n

a YoY basis

MATERIAL CHANGES & COMMITMENTS

There were no material changes or commitments affecting the financial position of the Company between the end of the financial year and this date of the report.

There was no change in companys nature of

business during the financial year 2024-25.

TRANSFER TO RESERVES

The profit after tax based on standalone financials statement for the year ended 31 st March, 2025, was ?‚? 8,502.40 lakhs and the same was transferred to the Retained Earnings.

DIVIDEND

The Board of Directors of the Company have recommended payment of ?‚?3 (30%) per equity sha r e o f ?‚? 1 0 e a c h f ull y paid - u p a s f ina l dividen d for the financial year 2024-25. The final dividend, subject to the approval of the shareholders at

the ensuing Annual General Meeting ("AGM") of the Company, will be payable to shareholders whose names appear in the Register of Members as on the Book Closure/Record Date.

During the year under review, the Company also paid an interim dividend for the financial y e a r 20 2 4 - 2 5 o f ?‚? 1 ( 1 0 % ) pe r e qu i t y sha r e o f ?‚? 1 0 each to the shareholders on 14 February 2025. The total dividend for the financial year 2024?€“25, including the proposed final dividend, amounts t o ?‚? 4 pe r e qu i t y sha r e o f ?‚? 1 0 e a c h .

The dividend recommended is in accordance with the Dividend Distribution Policy ("DD Policy") of the Company. In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) R e gula t i o n s , 20 1 5 ( " S E B I Li s t in g R e gula t i o n s " ) , t h e DD policy is available on the Companys website a t

STATE OF COMPANYS AFFAIRS

The Company has delivered another year of spectacular performance. This sustained trajectory reflects the deep trust our customers place in us, the scale of the opportunity in the large and expanding markets we serve, and the s t r eng th o f ou r d i f f e r e nt ia t e d , IP - l e d o f f e r ing s . Our businesses continue to demonstrate s t r on g mome n t u m , unde r pinn e d b y a r obu s t and growing pipeline across both our core segments?€”Banking & Fintech and the Tech Innovation Group. Both segments are growing at a healthy pace, recording year-on-year growth of 34% and 30%, respectively.

D u r in g t h e y e a r , we add e d 4 3 n ew clie nt s , a testament to the increasing market acceptance of our solutions. This growth was accompanied by successful forays into newer geographies, with notable traction in the Middle East and a strategic expansion into Europe through the a c quis i t i o n o f F eni x y s . I n t h e t r a n s i t s e gme n t , we secured major wins with marquee projects su c h a s D elh i M et r o an d C henna i M et r o , an d we are actively pursuing several other large opportunities currently in the pipeline. We are also witnessing encouraging traction in the data centre space, driven by increased demand for scalable and secure infrastructure solutions.

As we look ahead to FY26, the outlook remains highly positive. Over the past four years, we ha v e es t ablish e d t h e c apabil i t i e s , s c ale , and operational resilience necessary to sustain our strong growth trajectory. This foundation positions us well to capitalize on emerging opportunities across our focus sectors and ma r k et s . A t t h e sam e t ime , i t i s r e c ogn i z e d t ha t sustaining this momentum requires continued investment in innovation. To that end, we plan to increase our R&D spend to further strengthen our product roadmap and ensure long-term differentiation and competitiveness.

A dd i t i onall y , we s e e a s t r a t e gi c oppo r t un i t y t o d e epe n ou r p r e sen c e i n d e v elop e d ma r k et s , pa r t i c ula r l y i n E u r ope . As pa r t o f t hi s e f f o r t , we are evaluating a measured increase in investments aimed at building robust sales and distribution channels across these key geographies. With a clear strategic direction an d dis c iplin e d ex e c u t i o n , we r emai n c o n f ide nt i n ou r abil i t y t o deli v e r s t r on g , su s t ainabl e v alu e for all stakeholders in the years ahead.

SHARE CAPITAL

The details of changes in paid-up equity share capital during the year under review, are as under:

Qualified Institutions Placement

On 8 April 2024, the Board of Directors approved allotment of 18,88,665 fully paid-up equity shares of face value of ?‚?

10.00 each to eligible qualified institutional buyers at an issue price of ?‚?2,000 per sha r e ( includin g a p r em i u m o f ?‚? 1 9 9 0 / - per equity share) aggregating to ?‚? 377.73 Crore pursuant to the QIP. The said shares were subsequently listed and permitted f o r t r adin g o n t h e s t o c k ex c hang e s o n 1 9 April 2024.

M o ni t o r y A gen c y R e p o r t / U t i l iz a t io n of I ss u e Proceeds

P u r sua nt t o R e gula t i o n 1 6 2 A o f t h e S E B I ( I ssu e of Capital and Disclosure Requirements) R e gula t i o n s , 20 1 8 , t h e C ompa n y app o i n t e d CRISIL Ratings Limited as the Monitoring Agency to oversee the utilization of proceeds raised through the Qualified Institutional Placement (QIP).

The Monitoring Agency Report is placed before the Audit Committee for review and noted by the Board of Directors every quarter. The Report is also submitted to the Stock Exchanges and is available on the Companys website at .

Issue of Bonus Equity Shares

During the year under review, the Company also issued 2,76,06,765 bonus equity sha r e s o f ?‚? 1 0 / - e a c h i n t h e r a t i o o f 1 : 1 t o the existing shareholders. Accordingly, the paid-up share capital of the Company w a s in c r e as e d f r o m ?‚? 2 7 , 60 , 6 7 , 6 5 0 / - t o ?‚? 5 5 , 2 1, 3 5 , 3 0 0 /- .

Employee Stock Purchase Scheme 2022 The Company had launched the Employee Stock Purchase Scheme 2022 ("ASL ESPS 2022") and is implemented by the Aurionpro Solutions Limited- Employee Benefit Trust ("ASL ESPS Trust"). The Company had allo c a t e d 1 0 ,0 0 ,00 0 e qu i t y sha r e s t o t h e ASL ESPS Trust to manage the ESPS Scheme and hold shares on behalf of employees. S u b s e que nt l y , 3 , 8 6,00 0 e qu i t y sha r e s were transferred from the total ASL ESPS Trust (post bonus issue) to the eligible employees during the year pursuant to vesting schedule of the Scheme. Out of t h e se , 2 ,0 0 ,00 0 e qu i t y sha r e s w e r e g r a n t e d and issued to Mr. Ashish Rai, Group CEO as per the vesting schedule of the Scheme.

In addition to the above, pursuant to the approval of shareholders of the Company at the Extra - Ordinary General Meeting (EGM) held on 22 nd January 2025, the ASL

E S P S 20 2 2 poo l w a s enhan c e d b y 1 2 ,0 0 ,00 0 e qu i t y sha r e s havin g f a c e v alu e o f ?‚? 1 0 / - each resulting in the aggregate revised pool of 32,00,000 equity shares.

The details of the shares allotted under ASL ESPS 2022 are available for inspection at the registered office of the Company.

S U BS ID IA R I E S / J OI N T V E N T U R E S

As o n 3 1 s t M a r c h 202 5 , t h e C ompa n y ha d 09 (Nine) Indian Subsidiaries and 27 (Twenty Seven) Foreign Subsidiaries (including step down subsidiaries).

The provisions of Regulations 24 and 24A of S E B I Li s t in g R e gula t i o n s , w i th r e f e r en c e t o su b sidia r i e s w e r e dul y c ompli e d w i t h , t o t he extent applicable.

P u r sua nt t o t h e p ro vis i o n s o f S e ct i o n 1 2 9 (3 ) o f

ACQUISITIONS

t h e C ompani e s A c t , 20 1 3 ( " t h e A c t " ) , a s t a t eme nt containing the salient features of financial statements of the Companys subsidiaries in F o r m N o . A O C - 1 i s a t t a c h e d a s " A nn e x ure 4 " .

During the year, the following changes have taken place in subsidiary / associates / joint venture companies:

AryaXAI Research and Development Labs Inc. was incorporated as wholly-owned subsidiary of the Company on October 23, 2024.

Intellvisions Software LLC, UAE, initially formed as a joint venture with Aurionpro Solutions Ltd was converted into wholly owned subsidiary of the Company following t h e a c quis i t i o n o f t h e r emainin g 51 % s t a k e through its Singapore based wholly owned subsidiary i.e. Aurionpro Solutions Pte. Ltd.

In line with the Companys vision to create and enhance shareholder value through the synergies and o pt im i z a t i o n o f i ts busin e s s ope r a t i o n s , t h e f oll o win g s t r a t e gi c a c quis i t i o n s w e r e unde r t a k e n du r in g t he year under review:

Sr. No	Date of Acquisition	Name of the acquired entity	Manner of acquisition	Consideration
1.	19 April 2024	Lithasa Technologies Private Limited (Arya.ai)	Share Purchase	INR 125 crores
2.	24 July 2024	Skanan Hardware Private Limited	Share Purchase	INR 18.62 crores
3.	04 February 2025	Fenixys SAS	Share Purchase	\u20ac 10 million
4.	11 April 2025	Fintra Software Private Limited	Share Purchase	INR 23 crores
5.	15 April 2025	Clipston & Associates (now Aurionpro UK Limited)	Share Purchase	GBP 120,000

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and S e ct i o n 1 3 4 (3 ) ( a ) o f t h e C ompani e s A c t , 20 1 3 ( t h e Act) and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual R e t u r n i n F o r m M G T - 7 o f t h e C ompa n y a s o f 3 1 st March 2025 will be available on the Companys website at

CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards of corporate governance and ethical business practices. These principles are reflected in the Companys Code of C ondu c t , B oa r d an d C omm i t t e e C ha r t e r s , and various internal policies, which promote t r a n spa r en c y , a cc ou n t abil i t y , an d i n t e g ri t y across all operations. Our focus goes beyond merely complying with corporate governance requirements?€”we are committed to fostering a strong culture of governance that supports the core objectives behind these practices.

The Report on corporate governance as per the requirements of Regulation 34 of the Securities

and Exchange Board of India (Listing Obligations an d Discl o su r e R e qui r eme nt s ) R e gula t i o n s , 20 1 5 ( " t h e L O D R " ) , f o rm s pa r t o f t hi s A n n ua l R epo r t . F u r t he r , t h e r e quis i t e c e r t i fic a t e f r o m M / s . M ilind N i r kh e & A s s o c ia t e s , P r a ct i c in g C ompa n y S e c r e t a r i e s , c o n f i r min g t h e c omplian c e w i th t he conditions of corporate governance has been included in the said Report.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

Management Discussion and Analysis for the year under review, as required under Regulation

34 (2) (e) of the LODR has been covered in a separate section forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes that the Corporate social responsibility is more than just a commitment to contribute to sustainable economic development of local community and society at large, but rather an unsaid commitment to take ahead the society with us to improve their

lives in ways that are good for business and for development.

The Company has a Board-level CSR Committee which recommends the budget for funding various charitable activities and contributions to be made to various initiatives. During FY 20 2 4 - 2 5 , ou r t o t a l C S R e xpend it u r e amou n t e d t o

?‚? 88.87 lakhs. In accordance with the provisions o f S e ct i o n 13 5 o f C ompani e s a ct 20 1 3 , we ha v e adopted a CSR Policy outlining various CSR activities to be undertaken. The policy strives for contribution towards sustainable economic development that positively impacts the society a t la r g e t h r oug h s t r a t e gi c C S R appli c a t i o n , t o build a sustainable and profitable future for all. Our CSR Policy is available on the website at .

E du c a t i o n , h e al t h c a r e , an d m e di c a l suppo r t continue to remain key focus areas of our CSR initiatives. While government programs like the Right to Education and Beti Bachao Beti Padhao have helped extend education to the grassroots level, state resources have limitations. The corporate sector has an important role to play in bridging these gaps. Many schools still lack basic i n f r a s t r u c t u r e , e quipme n t , an d pla y g r ound s?€” essentials for providing meaningful education. Recognizing this need, we focused our efforts in these areas during the year.

W e pa r t ne r e d w i th A s t i t v a T r u s t , a s c hoo l f o r special children, and with Anjuman Islamic School to set up an advanced computer lab specifically for girl students. We also provided stationery supplies to schools located in remote villages of Maharashtra.

Healthcare is another critical area that requires sustained attention and support. During the year, we collaborated with NGOs working in this space. Through our partnership with Akhand J y ot i , we suppo r t e d ov e r 5 0 0 c a t a r a ct su r ge r i e s in remote areas of Bihar and facilitated the provision of advanced medical equipment to assist in these procedures.

The disclosures, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, has been enclosed to this Report as "Annexure 1".

EMPLOYEE STOCK OPTION SCHEME 2024

In terms of the recommendation of the Nomination and Remuneration Committee and t ha t o f t h e B oa r d o f Di r e c t o r s , sha r eholde r s , a t the EGM held on 22 nd January 2025, approved implementation of Aurionpro Solutions Limited

- Employee Stock Options Scheme 2024 ("ESOP 2024"). The Nomination and Remuneration C omm i t t e e a t t hei r m e et in g hel d o n 2 1 s t O c t obe r ,

2024 approved grant of 20,00,000 options to Mr. Ashish Rai, Group CEO, to be vested over a period of 5 years as per the vesting schedule and in accordance with the terms of the Scheme.

INTERNAL FINANCIAL CONTROL SYSTEM & THEIR ADEQACY

The Company has an internal control system which commensurate with the size, scale and nature of its operations. The Internal Audit Team monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating sy s t e m s , a cc ou nt in g p r o c e du r e s an d poli c i e s o f the Company.

DIRECTORS RESPONSIBILITY STATEMENT I n t e rm s o f t h e p ro vis i o n s o f S e ct i o n 1 3 4 ( 5 ) o f t h e A c t , t h e B oa r d t h e Di r e c t o r s , t o t h e b es t o f t hei r

kn o wl e dg e an d abil i t y , c o n f i rm s t ha t :

i n t h e p r epa r a t i o n o f t h e an n ua l a cc ou nt s , the applicable accounting standards have been followed and that there are no material departures;

they have selected such accounting policies and have applied them consistently and made judgments and estimates that a r e r e a s onabl e an d p r ude n t , s o a s t o gi v e a true and fair view of the state of affairs of the Company at the end of the financial y e a r 3 1 s t M a r c h , 202 5 an d o f t h e p r o f i t an d loss of the Company for that period;

they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with t h e p ro vis i o n s o f C ompani e s A c t , 20 1 3 , f o r safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

they have prepared the annual accounts on a going concern basis;

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

they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls maintained by the Company, the work performed by the internal and statutory auditors an d ot he r e x t e r na l c o n sul t a nt s , in c ludin g t he audit of internal financial controls over financial r epo r t in g b y t h e s t a t u t o r y aud i t o r s , an d t he reviews carried out by the Management and

t h e A ud i t C omm i t t e e , t h e B oa r d i s o f t h e opin i o n that the Companys internal financial controls were adequate and operating effectively during FY 2024?€“25.

DI R E C T O R S/ K E Y MAN A GE R IA L P E R S O NNE L (KMP)

As o n 3 1 s t M a r c h 202 5 , t h e B oa r d o f Di r e c t o r s c omp r is e d o f eig ht Di r e c t o r s , includin g t wo E x e c u t i v e Di r e c t o r s an d si x N o n - E x e c u t i v e Di r e c t o r s , o f whi c h f ou r a r e Independe nt Di r e c t o r s , including one Woman Independent Director.

Appointment

During the year, Mr. Ajay Kumar Choudhary (DIN: 09498080) was appointed as an A dd i t i ona l Di r e c t o r ( N o n - E x e c u t i v e , Independe n t ) w i th e f f e ct f r o m 1 1 t h N ov ember 2024. His appointment as an Independent Director for a term of five consecutive years, u p t o 10 t h N ov embe r 202 9 , w a s app rov e d b y t h e sha r eholde r s a t t h e E x t r a - O r dina r y General Meeting held on 22 nd January 2025.

R e-a p p oi n t me n t o n acco u n t of re t i r eme n t by rotation

I n t e rm s o f S e ct i o n 1 5 2 ( 6 ) o f t h e C ompani e s A c t , 20 1 3 an d a s pe r A r t icl e 3 4 (l ) o f t h e Articles of Association of the Company, one third of the Directors other than Independent Directors are liable to retire by rotation at the Annual General Meeting of the C ompa n y . M r . A m i t R am e sh c hand r a Sh et h , N o n - E x e c u t i v e , N o n - Independe nt Di r e c t o r , ( DIN : 0 0 1 2 26 2 3 ) , i s liabl e t o r et i r e b y r o t a t i o n an d o f f e r s hi m sel f f o r r e - app o i nt me n t .

The information as required to be disclosed under regulation 36 of the LODR and brief profile of director in case of re-appointment of director is incorporated in explanatory statement of AGM Notice forming part of the Annual Report.

Independent Directors

Mr. Frank Osusky (DIN: 06986838) shall complete his term as an Independent Director of the Company on September 17, 2025 and hence shall cease to be a Director of the Company effective end of the day, September 17, 2025.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of t h e C ompani e s A c t , 20 1 3 , a s o n t h e da t e o f t hi s R epo r t , t h e K e y M anage r ia l P e rs onne l o f the Company comprise Mr. Paresh Zaveri, Chairman and Managing Director; Mr. Ashish Rai, Vice Chairman & Chief Executive Officer; Mr. Vipul Parmar, Chief Financial Officer; and Mr. Ninad Kelkar, Company Secretary.

PERFORMANCE EVALUATION

The Companys policy relating to the app o i nt me nt an d r e m une r a t i o n o f Di r e c t o r s , KMPs and other employees including criteria for d e t e r minin g quali fic a t i o n s , p o s i t i v e a t t r ibu t e s and independence of Directors are covered under the Corporate Governance Report which forms part of this Annual Report.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the boa r d c omp o s i t i o n an d s t r u c t u r e , e f f e ct i v en e s s of board processes, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition o f c omm i t t e e s , e f f e ct i v en e s s o f c omm i t t e e m e et ing s , e t c . T h e B oa r d an d t h e N omina t i o n and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive c o nt r ibu t i o n an d inpu ts i n m e et ing s , e t c . The Board has formulated the Nomination and Remuneration Policy for selection and app o i nt me nt o f Di r e c t o r s , sen i o r manageme nt personnel and their remunerations. This policy is available at the Companys website

MEETINGS

The Board met 6 (six) times during the year under review. The details of meetings of Board and Committees have been provided under the Corporate Governance Report which forms part of this Annual Report.

COMMITTEES

As o f 3 1 s t M a r c h 202 5 , t h e B oa r d ha s f oll o win g c omm i t t e e s appli c abl e unde r t h e A ct /L O D R:

Audit Committee;

Nomination and Remuneration/ Compensation Committee;

Stakeholder Relationship/Investor Grievance and Share Transfer Committee;

Corporate Social Responsibility Committee; and

Risk Management Committee

A d e t ail e d n o t e i n r ela t i o n t o t h e s e c omm i t t e e s , includin g c omp o s i t i o n , t e rm s o f r e f e r en c e , number ofcommittee meetings andother details are provided in Corporate Governance Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

According to the applicable provisions of the C ompani e s A c t , 20 1 3 ( he r eina f t e r " t h e A c t " ) read with the Investor Education and Protection F un d A u t ho ri t y ( A cc ou nt in g , A ud i t , T r a ns f e r and R ef un d ) R ul e s , 20 1 6 ( " I E PF R ul e s " ) , dividen d t ha t remains unpaid/ unclaimed for a period of seven years, shall be transferred to the account administered by the Central Government viz: Investor Education and Protection Fund ("IEPF").

During the year under review, the Company has transferred the unclaimed/ unpaid dividend of

?‚? 1, 8 5, 0 6 2 / - t o t h e I E PF A u t ho ri t y . F u r t he r , 7 ,18 0 shares on which the dividend was unclaimed and unpaid for seven consecutive years have been transferred as per the requirement of the IEPF Rules.

V IGI L M E C HA N IS M / W H I ST L E B L O W E R POLICY

The Company has established an effective vigil mechanism system and has adopted a Whistle Blower policy in order to enable the employees, Directors and managers of the Company to r epo r t t hei r c on c e rn s abou t t h e manageme n t , operations and other affairs of the Company.

In accordance with the Policy, employees of the Company can make protected disclosures to the Compliance Officer and/or any other written communication by sending it to the Registered Office of the Company or via email to or oral means of communication.

The employees/Directors and managers may, in exceptional cases, approach directly to the Chairman of the Audit Committee for registering complaints. The Whistleblower policy is available on the website of the Company at

RISK MANAGEMENT POLICY

The Company has formulated a comprehensive R is k M anageme nt P oli cy t o ide nt i f y , ass e s s and mitigate various risks associated with the Company. The detailed section on business risks and opportunities forms part of Management Dis c uss i o n an d A nal y si s R epo r t , whi c h f o rm s part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

P u r sua nt t o S e ct i o n 1 8 6 o f t h e C ompani e s A c t , 20 1 3 , t h e d e t ail s o f loa n s gi v e n , gua r a n t e e s provided, and investments made by the Company during the year are disclosed in Note

N o . 4 1 t o t h e s t andalon e f inan c ia l s t a t eme nt s ,

which form an integral part of this Annual Report.

PARTICLUARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES All related party transactions entered into during the financial year were in the ordinary course of business and on an arms length basis. There were no material related party transactions requiring shareholder approval under the Companys Related Party Transactions Policy. All such transactions were reviewed and approved by the Audit Committee in line with applicable provisions.

The Related Party Transactions Policy, as approved by the Board, is available on the Companys website at . The details of related party transactions as required under the applicable accounting standards are disclosed in the notes to the standalone financial statements forming part of this Annual Report.

PUBLIC DEPOSITS

During the year, the Company has neither invited nor accepted any public deposits.

AUDITORS AND THEIR REPORTING

Statutory Auditors

M / s . C K S P & Co . LL P , C ha r t e r e d A cc ou n t a nts ( Fi r m R e gi s t r a t i o n N o . 1 3 1 2 28 W / W 1 00 0 4 4 ) , were appointed as the Statutory Auditors of the Company for a term of five years at the Twenty-Sixth Annual General Meeting ("AGM") held on 29 th September 2023, to hold office until the conclusion of the Thirty- Fi rs t A G M t o b e hel d f o r t h e F Y 20 2 7 - 2 8 .

I n t e rm s o f S e ct i o n 1 39 an d 1 4 1 o f t h e A ct an d r el e v a nt r ul e s p r e s cr ib e d t he r eunde r , M / s . C K S P & Co . , LL P , C ha r t e r e d A cc ou n t a nts has confirmed that they are not disqualified from continuing as Auditors of the Company. The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

The Statutory Auditors of the Company has s t a t e d i n t hei r r epo r t t ha t , du r in g t h e c ou r s e of Audit no fraud on or by the Company has been noticed or reported.

Secretarial Auditor

Pursuant to the provisions of Section 204 o f t h e C ompani e s A c t , 20 1 3 r e a d w i th R ul e

9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed

M / s . M ilin d N i r kh e & A s s o c ia t e s , P r a ct i c in g C ompa n y S e c r e t a r i e s , t o c ondu ct t he Secretarial Audit for the financial year under review. The Secretarial Audit Report in Form MR-3 is annexed as "Annexure 2" to this Report.

The Secretarial Audit Report does not c o n t ai n a n y quali fic a t i o n s , r e se r v a t i o n s , o r adverse remarks.

Internal Auditor

I n t e rm s o f S e ct i o n 1 3 8 o f t h e C ompani e s A c t , 20 1 3 r e a d w i th t h e C ompani e s ( A cc ou nt s ) R ul e s , 20 1 4 , M / s . D . K ot ha r y & Co . , C ha r t e r e d A cc ou n t a nts ( F R N : 1 0533 5 W ) , c o nt i n u e s a s the internal auditor of the Company for f inan c ia l y e a r 202 5 - 2 6 .

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In compliance with regulation 34(2)(f) of the SEBI Li s t in g R e gula t i o n s an d C i r c ula r N o . S E B I / H O / CF D / C M D - 2 / P / C I R / 202 1 / 5 6 2 da t e d M a y 1 0 , 202 1 issued by the Securities and Exchange Board o f Indi a ( S E B I ) , t h e C ompa n y ha s p r epa r e d its Business Responsibility and Sustainability R epo r t ( " B R S R " ) f o r t h e f inan c ia l y e a r 20 2 4 - 2 5 , describing the initiatives taken by the Company f r o m a n e n vi r onme n t a l , s o c ia l an d g ov e r nan c e pe r sp e ct i v e , i n t h e p r e s cr ib e d f o r m i s a v ailabl e on the website at

The BRSR seeks disclosures from listed entities on their performance against the nine principles of the National Guidelines on Responsible Business Conduct (NGBRCs) and reporting under each principle is divided into essential and leadership indicators. The essential indicators are required to be reported on a mandatory basis while the reporting of leadership indicators is on a voluntary basis.

PARTICLUARS OF EMPLOYEES

I n t e rm s o f t h e p ro vis i o n s o f S e ct i o n 1 9 7 ( 1 2 ) o f the Act read with the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in a separate annexure forming part of this Report. Having regard to the provision of the first p ro vi s o t o S e ct i o n 13 6 ( 1 ) o f t h e A c t , t h e A n n ua l Report excluding the aforesaid information is being sent to the Members of the Company. I n t e rm s o f S e ct i o n 13 6 , t h e sai d ann e xu r e i s open for inspection. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

The disclosures pertaining to the remuneration and other details as required under section 1 9 7 ( 1 2 ) o f t h e A ct r e a d w i th R ul e 5 ( 1 ) o f t h e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided in the Annual Report as "Annexure 3".

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

I n a cc o r dan c e w i th S e ct i o n 1 3 4 (3 ) (m ) o f t h e C ompani e s A c t , 20 1 3 , r e a d w i th R ul e 8 o f t h e Companies (Accounts) Rules, 2014, the following information is provided:

Conservation of Energy:

While the operations of the Company are n ot ene r gy - i n t e n si v e , t h e manageme nt remains mindful of the importance of energy conservation across all levels of operations. However, the specific disclosures required under Rule 8(3) of the Companies (Accounts) Rules, 2014, are not applicable to the Company and hence have not been provided.

Technology Absorption:

The Company continues to embrace advanced technologies and process improvements to enhance productivity and the quality of its products and services. The Company also actively collaborates with leading technology partners in global markets to drive innovation and deliver value to its stakeholders.

Foreign Exchange Earnings and Outgo:

The details of foreign exchange earned and spent by the Company during the year are given below:

Foreign Exchange Earnings and Outgo:

(?‚? In lakhs)

Particulars	For the year ended 31st March, 2025	For the year ended 31st March, 2024
Foreign Exchange Earnings	14,572.38	6,846.18
Foreign Exchange Outgo	168.46	350.80

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

The Company has in place the necessary policy which is in line with the requirements under the Sexual Harassment of Women at the Workplace ( P r e v e nt i o n , P r ohib i t i o n & R e d r e ssa l ) A c t , 20 1 3 . A n Internal Complaints Committee (ICC) has been

set up to redress complaints if any, received regarding sexual harassment. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women a t t h e W o r kpla c e ( P r e v e nt i o n , P r ohib i t i o n and R e d r e ssa l ) A c t , 20 1 3 . A l l empl oy e e s ( pe r mane n t , c o nt r a c t ua l , t empo r a r y , t r ain e e s ) a r e c ov e r e d under this policy. During the year under review, the Company has not received any complaints under the policy.

1. Nil Nil Nil

MATERNITY BENEFIT ACT, 1961

The Company adheres to the applicable

p ro vis i o n s unde r t h e M a t e r n i t y B en e f i t A c t , 1 9 6 1 .

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

COST RECORDS

The Company is not required to maintain cost records specified by the Central Government unde r S e ct i o n 1 4 8 ( 1 ) o f t h e C ompani e s A c t , 20 1 3 .

AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company affirms that during the year under review, it has duly complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India ( I C S I ) , includin g S S - 1 r ela t in g t o Me et ing s o f t h e Board of Directors and SS-2 relating to General Me et ing s , alon g w i th a n y amendme nts o r modifications thereto.

AWARDS AND ACCOLADES

The details of some of the significant accolades earned by the Company during the financial year 2024-25 have been provided in the Awards & Recognition section forming part of this Annual Report.

D I SC L A IME R A N D F O R W A R D - L OO K IN G STATEMENT

The statements in the Boards Report and the Management Discussion & Analysis describing t h e C ompa n y s o b j e ct i v e s , e xp e c t a t i o n s , o r forecasts may constitute forward-looking statements within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include global and domestic demand and supply, inpu t cos t s , a v ailabil i t y , c hang e s i n g ov e r nme nt r e gula t i o n s , t a x la w s , e c onomi c d e v elopme nts within the country and other factors such as litigation and industrial relation.

ACKNOWLEDGEMENTS

The Board wishes to place on record its app r e c ia t i o n f o r t h e assi s t an c e , c o - ope r a t i o n and encouragement extended to the Company b y t h e i ts sha r eholde r s , c u s t ome r s , busin e s s pa r t ne r s , f inan c ia l i ns t it u t i o n s , ban k e r s , v endo r s and other stakeholders. The Directors take this opportunity to place on record their warm app r e c ia t i o n f o r t h e v aluabl e c o nt r ibu t i o n , untiring efforts and spirit of dedication demonstrated by the employees and officers at all levels, in ensuring an excellent all-around operational performance. We applaud them for t hei r supe ri o r l e v el s o f c omp e t en c e , s olida ri t y , and commitment to the Company. The Directors would also like to thank the shareholders for their wholehearted support and contribution. We look forward to their continued support in future.

For and on behalf of the Boad of Directors

S d /-

Place : Navi Mumbai Paresh Zaveri

Date : 22 July, 2025 Chairman & Managing Director

Registered Office:

S yne r gi a I T P a r k , P l ot N o . R - 2 7 0 ,

T . T . C . Indu s t r ia l E s t a t e ,

Ne a r R abal e P oli c e S t a t i o n , R abale ,

N av i M umba i - 4 0 07 0 1 .