Bharati Defence & Infrastructure Ltd Directors Report

Dear Members,

We are pleased to present 48th Annual Report on business and operations together with the Audited Financial Statements and the Auditors Report of your Company for the Year ended March 31st, 2025.

1. FINANCIAL RESULTS

The Financial highlights of the Company for the financial year 31st March, 2025 are as follow:

(Amount in Lakhs.)

Particulars	31st March, 2025	31st March, 2024
Other Operating Income	2,329.84	17,593.44
Other Income	191.13	552.04
Total Income	2,520.97	18,145.47
Total Expenditure	1,092.38	22,872.30
Profit / (Loss) before exceptional and extraordinary items and tax	1,428.58	(4,726.83)
Less: Exceptional Items	-	2,47,483.42
Profit / (Loss) before Tax	1,428.58	(2,52,210.25)
Less: Prior Period Items	-	-
Less: Taxes(Current Tax, FBT &	-	-
Provisions for Deferred tax)
Deferred Tax	-	-
Net Profit/(Loss)	1,428.48	(2,52,210.25)

2. FINANCIAL PERFORMANCE

The Company was under Corporate Insolvency Resolution Process ("CIRP") and thereafter NCLT had passed the order of Liquidation. Also, application for CIRP was filed by Edelweiss Asset Reconstruction Limited (EARCL) a Financial Creditor of the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC, 2016"). The Financial Creditors petition to initiate the CIRP was admitted by the Honble National Company Law Tribunal ("NCLT"), Mumbai Bench, Mumbai by vide Order dated June 6, 2017 and appoint Mr. Dhinal Shah as Resolution Professional of Ernst & Young. Thereafter, the Honble National Company Law Tribunal ("NCLT"), Mumbai Bench, vide its order dated January 14, 2019, directed the liquidation of the Company under Regulation 32(b) and 32(e) of the IBBI (Liquidation Process) Regulations, 2016, and appointed Mr. Vijay Kumar Iyer of Deloitte as the Liquidator. Pursuant to the said order, the Corporate Debtor was sold as a going concern in the manner prescribed under Chapter III, Part II of the Insolvency and Bankruptcy Code, 2016. Further, the Liquidator of the Corporate Debtor has filed the application in accordance with Section 60(5) of Insolvency & Bankruptcy Code, 2016 read with Regulations 32 and 32A of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 and Rule 11 of the National Company Law Tribunal Rules, 2016. The Honble National Company Law Tribunal ("NCLT"), Mumbai Bench, has approved the application of sale of the Corporate Debtor as a whole on a going concern basis vide its order dated 29th April, 2024, where the company Hind Simulation Training Private Limited ("Successful Bidder") who has bided and purchased the Corporate Debtor as on-going concern. Thereafter, the Honble National Company Law Tribunal ("NCLT"), Mumbai Bench, passed the order for Closure of Liquidation by vide order dated January 14, 2025, in accordance with regulation 45(3)(a) of IBBI (Liquidation process) Regulation. During the financial year under review, the Company recorded a total income of 2,520.97 lakhs as compared to 18,145.47 lakhs in the previous year. The Company reported a Net Profit of 1,428.58 lakhs for the financial year ended 31st March, 2025, as against a Net Loss of 2,52,210.25 lakhs in the previous year. The significant improvement in financial performance is primarily attributable to the conclusion of the liquidation process, settlement of liabilities, and restructuring of operations, which enabled the Company to record profits during the year under review.

3. DIVIDEND AND TRANSFER TO RESERVES

With a view to conserve resources for Companys operations and debt servicing your Directors do not recommend payment of dividend for the year ended 31st March 2025. The profit earned during the year has been transferred to General Reserve of the Company.

4. CAPITAL STRUCTURE

As on date, the Authorized Share Capital of the Company stands at 99,00,00,000/- (Rupees Ninety-Nine Crore only) divided into 9,90,00,000 (Nine Crore Ninety Lakh) Equity Shares of 10/- each. The Issued, Subscribed and Paid-up Share Capital of the Company is 50,29,89,420/- (Rupees Fifty Crore Twenty-Nine Lakh Eighty-Nine Thousand Four Hundred and Twenty only) comprising 5,02,98,942 (Five Crore Two Lakh Ninety-Eight Thousand Nine Hundred and Forty-Two) Equity Shares of 10/- each. Pursuant to the order of the Honble National Company Law Tribunal (NCLT) dated 29th April, 2024, the Company is presently under the process of capital reduction and restructuring in accordance with the said order.

5. DEBENTURES

During the year under review, the Company had not issued Debentures.

6. STATE OF COMPANY AFFAIRS AND FUTUR OUTLOOK:

During the year under review, the Company has not yet commenced its business operations post completion of the Corporate Insolvency Resolution and liquidation process. The management, under the guidance of the new promoters, is in the process of evaluating opportunities and formulating strategies for revival of operations in the defence and infrastructure sectors. Going forward, the Company aims to gradually initiate its business activities in alignment with its core strengths in shipbuilding, marine engineering, and related infrastructure services. The Board remains committed to positioning the Company for sustainable growth and long-term value creation for all stakeholders.

7. CREDIT RATING

During the year under review, credit rating was not applicable to the Company as its securities remain suspended from trading.

8. SUBSIDIARY / ASSOCIATES

During the year under review, the Company did not have any subsidiary or associate company.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, pursuant to the order of the Honble National Company Law Tribunal (NCLT) dated 27th August, 2024, the Company was sold as a going concern on a clean slate basis. Consequently, all existing Directors of the Company were removed with effect from 12th June, 2024, and accordingly ceased to be Members of the Board as well as the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and other committees of the Company.

The Board places on record its appreciation for the valuable guidance and services rendered by the erstwhile Directors during their tenure.

Following the issuance of the Sale Certificate by the Liquidator on 12th June, 2024, and in accordance with the NCLT order, the following appointments were made with effect from 12th June, 2024: Mr. Sandeep Agarwal as Managing Director, Mrs. Rakhi Agarwal as Whole-time Director, and Mr. Raghav Agarwal as Non-Executive Director.

Subsequently, Mr. Raghav Agarwal tendered his resignation from the Directorship of the Company with effect from 6th January, 2025.

Further, Mr. Rahul Mittal and Mr. Satyanarayan Parashar were appointed as Additional Independent Directors of the Company with effect from 6th January, 2025, in accordance with Section 161 of the Companies Act, 2013. As per the provisions of the Act, they hold office up to the date of the ensuing Annual General Meeting.

Due to technical issues in updating the Companys filing status from "Inactive" to "Active" on the MCA portal, the Company was unable to file the requisite forms for their regularization within the prescribed timelines under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"). Accordingly, the Board has proposed an agenda item in the ensuing Annual

General Meeting to regularize the appointment of Mr. Rahul Mittal and Mr. Satyanarayan Parashar as Independent Directors, not liable to retire by rotation, for a term as provided under Section 149 of the Companies Act, 2013 read with applicable rules and SEBI LODR.

The Board is of the opinion that the continued association of Mr. Rahul Mittal and Mr. Satyanarayan Parashar will be of significant benefit to the Company and therefore recommends their appointment as Independent Directors at the ensuing Annual General Meeting.

In terms of Key Managerial Personnel (KMP):

Mr. V. Gopalakrishna was appointed as Chief Financial Officer (CFO) with effect from 23rd January, 2025. Ms. Arti Kabra was appointed as Company Secretary and Compliance Officer with effect from 23rd January, 2025.

With these appointments, the Board is appropriately constituted with Executive, Non-Executive, and Independent Directors, along with Key Managerial Personnel, in compliance with the requirements of the Companies Act, 2013 and SEBI LODR.

10. COMPOSITION OF BOARD

During the year, the composition of the Board of Directors of your Company has been in conformity with the requirements of the Companies Act, 2013 and SEBI LODR Regulation. The Board of Directors of the Company as on 31st March, 2025 consisted of Four Directors comprising One Whole Time Director, One Managing Director and Two independent director (s). The Chairman of the Company is executive director

A. BOARD OF DIRECTORS

During the year, 3 (Three) Board meetings were held i.e. on 6th January, 2025, 23rd January, 2025 and 14th February 2025. The brief detail is as under

S No.	Name of the Director	Qualification	Designation	No. of meetings attended
1	Sandeep Agarwal	Matric (10th)	Managing Director	3
2	Rakhi Agarwal	Matric (10th)	Whole Time Director	3
3	Rahul Mittal	B.E (Mechanical) MBA (Marketing)	Independent Director	2
4	Satyanarayan Parashar	Semi-Qualified CA	Independent Director	2

11. COMMITTEES OF THE BOARD

With a view to promote better governance and accountability, your Board has constituted following mandatory committees viz. Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee.

The terms of reference of these Committees are determined by the Board considering applicable provisions of Companies Act, 2013 including rules made thereunder, relevance and expectation of the Board from committee and are reviewed from time to time.

A. Audit Committee

The Audit Committee acts as a link between the statutory and internal auditors and the Board of Directors. Its purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting, reviewing the financial statement and statement of cash flow and reviewing the Companys statutory and internal audit activities. The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013. The Audit Committee of the Company was constituted on 23rd January, 2025 and comprised of the following directors as its members as on 31st March, 2025:

Mr. Rahul Mittal

Mr. Satyanarayan Parashar Mr. Sandeep Agarwal

During the year, One meetings of the Committee were held i.e. on 14th February, 2025. The details are as under:

Sr. No.	Name of the member	No. of meetings attended
1.	Rahul Mittal	1
2.	Satyanarayan Parashar	1
3	Sandeep Agarwal	1

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company was constituted / reconstituted on 23rd January, 2025 and comprised of the following directors as its members as on 31st March 2025: Mr. Rahul Mital Mr. Satyanarayan Parashar Mrs. Rakhi Agarwal

During the year, there was no meeting of Nomination and Remuneration Committee held.

C. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted to ensure the effective and timely redressal of shareholders and investors grievances. The Committee oversees matters relating to transfer/transmission of shares, issue of duplicate share certificates, dematerialization/rematerialization of shares, and monitoring of investor complaints regarding non-receipt of annual reports, dividend payments, or other related matters.

The Committee acts as a vital link between the shareholders/investors and the Board of Directors and is governed by a Charter in line with the requirements of the Companies Act, 2013 and other applicable regulatory provisions. The Stakeholder Relationship Committee of the Company was constituted on 23rd January, 2025 and comprised of the following directors as its members as on 31st March, 2025: Mr. Rahul Mittal Mr. Satyanarayan Parashar Mr. Sandeep Agarwal

12. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company meeting the specified criteria is required to constitute a Corporate Social Responsibility (CSR) Committee and undertake CSR activities as per the prescribed framework. During the year under review, the Company did not meet the financial criteria prescribed under Section 135 of the Companies Act, 2013. Accordingly, the provisions relating to Corporate Social Responsibility, including the constitution of a CSR Committee, formulation of CSR Policy and reporting of CSR expenditure/activities, are not applicable to the Company for the financial year ended 31st March, 2025.

13. DIRECTORS APPOINTMENT AND REMUNERATION POLICY

The Board of Directors in its meeting held on 23rd January 2025, had adopted a Directors Appointment and Remuneration Policy. This policy has been framed as per requirement of Sections 134, 178, Schedule IV of the Companies Act, 2013 read with applicable Regulations under the Act. The Salient feature of the Policy is as follows:

The Nomination & Remuneration Committee (NRC) of the Company determines the criteria of appointment to the Board and is vested with the authority to identify candidates for appointment to the Board of Directors. The NRC, along with the Board, on continuous basis reviews appropriate skills, characteristics and experience required of the Board as a whole and its individual members.

In evaluating the suitability of individual Board member, the NRC takes into account multiple factors, including general understanding of the business, education, professional background, personal achievements, etc. Few important criteria against which each prospective candidate is evaluated are personal and professional ethics, integrity and values. The form and amount of director remuneration is recommended by the NRC to the Board for approval within the maximum amount permissible under the law.

14. FORMAL ANNUAL BOARD EVALUATION

The Company has adopted a formal Board Evaluation Policy in the Board meeting held on 23rd January, 2025. The Board evaluation criteria for the Board was based on questionnaire containing select parameters like composition, frequency of meeting, active participation, effective deliberation, constructive decisions including the flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The evaluation of directors was based on questionnaire containing select parameters like diligence and preparedness, knowledge of key areas, effective interaction with others, Competency to bring knowledge and experience to Board, quality and value contribution, resolute in holding views and communication etc. The evaluation criteria for the committee were based on questionnaire containing select parameters like composition, frequency of meeting, active participation, effective communication etc.

The performance evaluation framework consists of three parts as per below: Performance Evaluation of Committees Performance Evaluation of the Board as a whole Performance Evaluation of Individual Directors

Performance Evaluation of the Committees and Board as a whole

The evaluation form consisted of certain criterias on the basis of which individual Directors rated the respective Committee(s) and the Board. The result of the evaluation form has been tabulated and the summary of the same have been shared with the Committee(s) members and the Board. The summary report included the score against each of the evaluation criteria & verbatim comments without any names.

The Committee(s) and the Board discussed the individual feedback, broad & common areas that were working well and those that need attention. The summary report of all the Committee(s) and the Board was also presented in the Annual Board Meeting

Performance Evaluation of Individual Directors

The Board and NRC carried out performance evaluation of individual directors through peer evaluation of each Board member during the Annual Board Meeting itself. The Chairman of the Board initiated the evaluation process where each Board member evaluated each of their colleagues on the Board. During the Board Meeting, each Board member was given an evaluation form to rate each of their colleagues on the Board. The Board members does not have to disclose his/her name on the evaluation form. Once all the evaluation forms were placed in designated envelopes, each Board member will have the opportunity to go through their own peer evaluation scores during the meeting itself.

15. IMPLEMENTATION OF QUARTERLY COMPLIANCE REPORTING MECHANISM

As per Section 134(5)(f) of the Companies Act, 2013, the Board of Directors has to confirm that they have devised proper systems to ensure compliance with the provisions of applicable laws and that system were adequate and operating effectively. In order to give due attention to the Compliance to applicable laws, a system of reporting the compliance status on quarterly basis has been adopted by the Company, vide which each of the functional heads reports the Compliance with respect to their department on a quarterly basis with exception, if any thereof and a consolidated status on the same is put up before the Audit Committee and Board.

16. PUBLIC DEPOSITS

During the year under review, your Company has not invited any deposits from public/shareholders as per Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not granted any loans, made any investments, or provided any guarantees or securities. The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013.

The Directors further draw the attention of the Members to Note Nos. 13 and 14 of the Financial Statements of the Company, which provide additional disclosures in this regard.

18. STATUTORY AUDITORS

A K KOCCHAR & ASSOCIATES Firm along with FRN no 0120410W, Chartered Accountants, Statutory Auditors of your Company, will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment as Statutory Auditors for the Financial Year 31st March, 2025.

The Company has received a letter from them to the effect that their appointment, if made, would we within the limits prescribed under Section 141(3)(g) of the Companies act, 2013 and that they are not disqualified for appointment.

Your directors recommend the appointment of A K KOCCHAR & ASSOCIATES, Chartered Accountants, as the Auditors of the Company for the financial year 31st March, 2025 for a period of 5 years i.e. from the conclusion of 48th Annual General Meeting till 52nd Annual General Meeting of the Company subject to ratification of their appointment by Shareholders at every Annual General Meeting of the Company.

19. AUDITORS REPORT

The notes on Financial Statement referred to in the Auditors Report are self-explanatory and do not call for any of other comment.

20. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed C.B JAIN & ASSOCIATES Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 31ST MARCH, 2025. The Secretarial Audit Report is enclosed as Annexure - I.

The observations of the Auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

21. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs under the Companies Act, 2013.

22. COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, maintenance of cost records and audit thereof is not applicable to the Company for the financial year ended 31st March, 2025.

23. INTERNAL CONTROLS

Your Company has adequate system of internal control in place. Internal Financial Controls are part and partial of process and system procedures. It is being monitored by the Company & Audit Committee on regular basis. The Internal audit is conducted to examine the adequacy, relevance and effectiveness of control systems, compliance with policies, plans and statutory requirements and reports are placed before the Audit Committee for its review.

24. RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to adverse consequences on the Companys business. Effective risk management process is key to sustained operations thereby protecting shareholder value, improving governance process, achieving strategic objectives and being well prepared for adverse situations or unforeseen circumstances, if they occur in the lifecycle of the business activities. The Risk Management Policy of the Company has been approved by the

Board and is reviewed by the Board from time to time. Policy elaborates the detail description of type of risk and its monitoring plan. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels.

25. VIGIL MECHANISM

The Board approved Vigil Mechanism of the Company at its meeting held on 23rd January, 2025. The purpose of the policy is to provide a framework to promote a responsible and secure Whistle Blowing and to protect directors/employees wishing to raise a concern about serious irregularities within the Company. Under the policy, protected disclosures against below Board level employees will be addressed to the Whole Time Director / Managing Director and against Board level employees to the Chairman, Audit Committee. During the year, no reporting under Vigil Mechanism was made by any employee or Director of the Company.

26. INSIDER TRADING

The Company has adopted a Code of Conduct to Regulate, Monitor, and Report Trading by Designated Persons and their immediate relatives in accordance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended. The Code is intended to ensure that Directors, Key Managerial Personnel, employees, and other connected persons of the Company adhere to the highest standards of transparency and confidentiality with respect to unpublished price-sensitive information.

27. HUMAN RESOURCE & INDUSTRIAL RELATIONS

The Companys total manpower as on 31st March, 2025 was Nil. During the year, harmonious industrial relations were maintained in the Company.

28. HEALTH SAFETY & ENVIRONMENT

Your Company attaches highest priority to safety, occupational health and protection of environment in and around its working areas. Besides your Company has installed necessary fire safety measures, CCTV cameras have also been installed and the Company conducts regular fire and earthquake mock drills, health awareness programs and water and electricity conservation activities from time to time.

29. RELATED PARTY TRANSACTIONS

There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

30. EXTRACT OF ANNUAL RETURN

Pursuant to sub section (3) of Section 92 of the Companies Act, 2013, read with relevant Rules, the Company is required to place Annual Return on its website and provide a link of the same in the Boards Report. Annual Return in the prescribed format proposed to be submitted to the Registrar of Companies for the current financial year is available on the Companys website at www.bdil.co.in

31. ENERGY CONVERSATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo not applicable during the year under the review.

32. PARTICULARS OF EMPLOYEES

There was no employee in receipt of remuneration exceeding the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. No complaints were received and/or pending as at the end of the financial year. The Company is committed to providing a safe and conducive work environment for all its employees.

34. MATERIAL CHANGES AND COMMITMENT, IF ANY

The Company was under Corporate Insolvency Resolution Process ("CIRP") and thereafter NCLT had passed the order of Liquidation. Also, application for CIRP was filed by Edelweiss Asset Reconstruction Limited (EARCL) a Financial Creditor of the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC, 2016"). The Financial Creditors petition to initiate the CIRP was admitted by the Honble National Company Law Tribunal ("NCLT"), Mumbai Bench, Mumbai by vide Order dated June 6, 2017.

Thereafter, the Honble National Company Law Tribunal ("NCLT"), Mumbai Bench, passed the order for Liquidation by vide order dated January 14, 2019, in accordance with regulation 32(b) and (e) of IBBI (Liquidation Process) Regulations, 2016 which provides for assets in a slum sale, the corporate debtor as a going concern, in manner as laid down in Chapter III under Part II of IBC, 2016. Further, the Liquidator of the Corporate Debtor has filed the application in accordance with Section 60(5) of Insolvency & Bankruptcy Code, 2016 read with Regulations 32 and 32A of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 and Rule 11 of the National Company Law Tribunal Rules, 2016. The Honble National Company Law Tribunal ("NCLT"), Mumbai Bench, has approved the application of sale of the Corporate Debtor as a whole on a going concern basis vide its order dated 29th April, 2024, where the company Hind Simulation Training Private Limited ("Successful Bidder") who has bided and purchased the Corporate Debtor as on going concern.

Except as disclosed above or elsewhere in this Annual Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of financial year and the date of the report. Except as disclosed elsewhere in this Annual Report, during the financial year under review, no material changes have occurred in the nature of the Companys business and generally in the classes of business in which the Company has an interest.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS

The Company was under Corporate Insolvency Resolution Process ("CIRP") and thereafter NCLT had passed the order of Liquidation. Also, application for CIRP was filed by Edelweiss Asset Reconstruction Limited (EARCL) a Financial Creditor of the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC, 2016"). The Financial Creditors petition to initiate the CIRP was admitted by the Honble National Company Law Tribunal ("NCLT"), Mumbai Bench, Mumbai by vide Order dated June 6, 2017 and appoint Mr. Dhinal Shah as Resolution Professional of Ernst & Young. Thereafter, the Honble National Company Law Tribunal ("NCLT"), Mumbai Bench, vide its order dated January 14, 2019, directed the liquidation of the Company under Regulation 32(b) and 32(e) of the IBBI (Liquidation Process) Regulations, 2016, and appointed Mr. Vijay Kumar Iyer of Deloitte as the Liquidator. Pursuant to the said order, the Corporate Debtor was sold as a going concern in the manner prescribed under Chapter III, Part II of the Insolvency and Bankruptcy Code, 2016. Further, the Liquidator of the Corporate Debtor has filed the application in accordance with Section 60(5) of Insolvency & Bankruptcy Code, 2016 read with Regulations 32 and 32A of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 and Rule 11 of the National Company Law Tribunal Rules, 2016. The Honble National Company Law Tribunal ("NCLT"), Mumbai Bench, has approved the application of sale of the Corporate Debtor as a whole on a going concern basis vide its order dated 29th April, 2024, where the company Hind Simulation Training Private Limited ("Successful Bidder") who has bided and purchased the Corporate Debtor as on-going concern. Thereafter, the Honble National Company Law Tribunal ("NCLT"), Mumbai Bench, passed the order for Closure of Liquidation by vide order dated January 14, 2025, in accordance with regulation 45(3)(a) of IBBI (Liquidation process) Regulation.

36. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134(5) of the Companies Act, 2013 the Board of Directors hereby state and confirm that:

a) In the preparation of the annual accounts for the year ending March 31, 2025, 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 judgements and estimated 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 the 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; and

e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; N.A

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.

37. MATERNITY BENEFIT:

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.

38. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation, extended by banks and financial institutions, government and shareholders and look forward to having the same support in all our future endeavors. Your Directors also place on record there sincere appreciation for significant contribution made by the employees at all levels through their dedication, hard work and commitment and look forward to their continued support.

	For and On behalf of the Board of Directors
Date: 14th August, 2025
Place: Mumbai
	SANDEEP AGARWAL
	CHAIRMAN &
	MANAGING DIRECTOR
	DIN No. 1295136