CWD Ltd Management Discussions

GLOBAL ECONOMY

In 2025, the global economy demonstrated remarkable resilience despite facing numerous challenges such as geopolitical tensions, supply chain disruptions, rising inflation, and higher interest rates. According to the International Monetary Fund (IMF), the global economy achieved an estimated growth of 3.2% in 2025, driven by the resilience of the United States and several large emerging markets and developing economies, as well as fiscal support in China. The growth was supported by government and private spending, which boosted consumption and real disposable income gains, alongside a supply-side expansion fueled by increased labor participation. Although higher inflation remains a concern, central banks synchronized rate hikes have helped bring inflation down faster than expected. However, the higher interest rates have led to weaker business activity, challenges for firms refinancing debt, and lower residential investment, underscoring the complex economic landscape in 2025

Looking ahead, the IMF has projected growth rates of 3.2% for 2024 and 2025. Also, the global headline inflation is expected to contract, reaching 5.8% in 2024 and 4.4% in 2025. However, there are potential challenges on the horizon. Geopolitical shocks, such as the persistent attacks in the Red Sea and the ongoing war in Ukraine, are driving up commodity prices and posing a risk to global recovery. These events could lead to supply disruptions and cause food, energy, and transportation costs to rise sharply. Prolonged tight monetary conditions can impact the growth of the global economy. Moreover, the continuing increase in trade distortions and geoeconomic fragmentation is expected to have a further impact on the global trade environment.

Voice-based Payments Market Size, Share & Trends Analysis Report

The voice-based payments market is growing rapidly, driven by increasing consumer demand for convenience in financial transactions. In 2024, the global voice-based payments market size was valued at $8.69 billion and is projected to reach $9.74 billion in 2025. Its expected to grow at a compound annual growth rate (CAGR) of 12.08% from 2025 to 2033, reaching $24.26 billion by 2033.

North America currently dominates the market, holding a significant share due to key players and their deployment of cutting-edge technology. The Asia Pacific region, however, is expected to expand at the fastest CAGR during the forecast period, driven by increased use of voice-based payments, improved government emphasis on advancing technology adoption, and rising demand for voice-based consumer electronics products.

The software segment is projected to hold the largest market share, driven by virtual assistants like Google Assistant, Alexa, and Siri, which play an increasingly important role in developing voice-based payment solutions. Large enterprises are also expected to lead the market, leveraging voice technology to streamline operations and enhance customer experiences.

Market Dynamics

Global Voice-based Payments Market Drivers

Growing Use in Online Shopping to Augment Market Growth Prospect

The popularity of voice-based payments for online purchases is encouraging market expansion. Voice-based payments, which necessitate the user to converse into a speaker on their smartphone to approve a purchase, are gradually replacing conventional credit card transactions. The customer can enter the transaction data and select "pay with voice" when purchasing online. This technique is becoming increasingly popular because it eliminates the need to enter credit card information or register for additional apps. The consumers life is made even more convenient by this technique. Due to their comfort with voice technology, consumers can use it in a variety of settings. Voice is increasingly the preferred way for customers to use their devices, whether paying money to someone, placing an app order for groceries, or engaging with their preferred retailer. These aspects propel the voice-based payments market to expand further.

Governmental Efforts to Encourage Digital Payments to Aid Growth

Many countries are using ICT or information technology to strengthen digital economies worldwide. Many countries are making an effort to modernize the payment process. Among the most critical factors for a countrys economic development is the availability of digital payment options. It leads to greater productivity, economic growth, tax revenue, financial inclusion, and new possibilities for end users. It also increases transparency. The Indian government has launched multiple programs to support the development of digital payment methods. Digital Indias introduction of the Unified Payments Interface (UPI) and hotline numbers facilitated the transition to digital payments. These kinds of initiatives aid in the marketing of digitalization and increase awareness of the benefits of utilizing contemporary technology.

Global Voice-based Payments Market Restraints

Issues Concerning Voice-Based Payments Security and Privacy to Restrict Market Growth

Voice-based payments raise privacy and security issues since customers might not be conscious that their speech is being collected by computer software, which converts the input into digital data. Voice commands are sent to mobile devices across cellular, Bluetooth, and Wi-Fi networks, all vulnerable to hacking. When using mobile payment apps, users do not understand what information is recorded through the apps microphone. Unintentionally, voices may be exchanged when there are other persons around. This impedes the voice-based payments market from expanding.

Global Voice-based Payments Market Opportunities

Advancing Voice-Payment Technology in Banking to Boost Market Opportunities

With each new piece of software launched, voice technologies are used by sectors ranging from banking to eCommerce. Each year, voice-enabled virtual assistants grow more significant in popularity, and the financial industry is one of its top users. Voice payments are increasingly replacing on-the-go tapping as more people use smartphones for banking services. Voice-enabled solutions are driven mainly by personalization. Voice interactions can offer insightful information about consumer demands and behavior, enabling banks and FinTech firms to provide customized services with a distinctive brand touch. Several FinTech pioneers are assisting banks and financial organizations in gaining a virtual voice. This presents significant potential for the voice-based payments market in the upcoming years.

Which Region Accounts for Most Demand for Voice-based Payments?

North America is expected to command the highest market share during the forecast period. This dominance can be ascribed to key participants in the voice-based payments market and their deployment of cutting-edge technology across various industries. The growing prevalence of contactless payments in North America is projected to help the rise of the regional market. According to MasterCard Contactless Consumer Polling research, more than half of consumers in the United States use at least one type of contactless payment method. These consumers have been making cashless payments regularly. In addition, the growing popularity of smartphones has contributed to an increase in the demand for payment systems based on voice recognition. Such advancements are projected expected to boost the voice-payments market in the region.

Asia-Pacific will expand at the fastest growing CAGR over the forecast period. Increased use of voice-based payment, improved government emphasis on advancing technology adoption, and the rising demand for voice-based consumer electronics products like laptops, smartphones, and smartwatches, are the main drivers of the market growth in Asia-Pacific. The expansion can also be ascribed to a rising understanding of the advantages of voice-based payments in China, India, and Japan. The aggressive campaigns being run by various organizations in Asia-Pacific to encourage the adoption of voice-based payments are also anticipated to aid in the market expansion. For instance, the National Payments Corporation of India declared that it was piloting voice-based payments services for feature phones in India in July 2021. NPCI has previously created digital payment systems, including the Aadhaar Enabled Payment System and Unified Payments Interface.

Segmental Analysis

The global voice-based payments market is segmented into component, enterprise size, end-user, and region.

The component segment includes Software and Hardware.

The Software section is projected to hold the largest market share during the forecast period. It is anticipated that virtual assistants like Google Assistant, Alexa, and Siri will play an increasingly important role in the development of voice-based payment solutions for traditional banking, which will, in turn, drive growth in this market segment. Numerous voice-based payment companies actively work to improve their offerings is another positive sign for the industry and will encourage its continued expansion. For instance, Google announced the debut of speech-to-text tools in November 2021. These features let customers use voice commands to add their account details to the app so that they can make payments.

The enterprise size segment includes Large Enterprises and Small & Medium-sized Enterprises.

The Large Enterprise section is projected to have the largest market share over the forecast period. The demand for payments made through voice recognition is mainly growing among large organizations. This is because numerous large enterprises are concerted efforts to implement contactless payment solutions. For instance, a relationship between Walmart and Google was announced in 2019. In line with the partnerships plans, Walmart Voice Order a new voice ordering feature compatible with various Google Assistant-powered platforms would be available. Large corporations and banks increasingly employ paperless account opening services, demanding voice-based payments. It is anticipated that the category will advance due to various banks efforts to get a competitive edge and solidify their market positions.

The end-user segment includes BFSI, Automotive, Healthcare, Retail, Government, and Others.

The BFSI industry is projected to hold the largest market share over the forecast period. Several banks are implementing voice assistants worldwide as part of their attempts to streamline their business processes and improve customer satisfaction. For instance, the retail banking business NatWest revealed plans in 2019 to test voice banking with 500 of its clients. The project planned to provide bank customers accesses to Google Assistant to do various straightforward financial operations. Banks are using voice-based payments to better serve their changing client base, and as a result, voice-based payment service providers are improving payment options for visually impaired people.

Impact of covid-19

Covid-19 had some profound adverse impacts on the global advanced ceramics market.

COVID-19 spread across the world from China, making the whole world stand still and to a complete lockdown situation. Covid-19 is an infectious disease that was caused by a newly discovered coronavirus. During the time, the fatality rate among the population above 40 was also high globally. The disease causes severe illness for people suffering from medical conditions like diabetes, cardiovascular disease, chronic respiratory disease, etc.

Considering the situation during that time, it was declared a pandemic which led to numerous countries, including the major economies like China, the United States, India, and others, implementing lockdowns which adversely affected the global economy.

In the first two quarters of 2020, the economic and industrial operations temporarily halted. Almost every manufacturing unit where advanced ceramics is used, such as electrical and electronics, transportation, industrial, chemical, and other End-user Industries (except medical), reduced their manufacturing capacities due to the lack of workers. The lockdown implemented put a halt to global supply chains. This resulted in repercussions in terms of both production and demand for advanced ceramics.

Market Recovery Timeline and Challenges

With time the lockdowns were uplifted, and relaxation was made to the public. Gradually, the economy picked up the pace and started its operations, bringing the demand in the global advanced ceramics market and increasing among various industries. As the situation improved during the initial months of 2021, the economies also strengthened their fiscal policies and initiated their development process; the end-user industries began their activities, bringing the overall ceramics market back on track.

Voice-based Payments Market Segmentations

By Component (2019-2032) Software Hardware

By Enterprise (2019-2032) Large Enterprises

Small & Medium-sized Enterprises By End-Use (2019-2032) BFSI Automotive Healthcare Retail Government Others

INDIAN ECONOMY

Indias electronic sector is rapidly emerging as a key driver of the countrys economic growth, significantly contributing to its manufacturing and export capabilities. The sector has witnessed substantial investments and technological advancements, driven by supportive government policies aligned with the "Make in India" initiative. In 2025, the governments budget allocation for electronics under the Production Linked

Incentive (PLI) Scheme has been increased to 8,885 crore, up from 5,747 crore in 2024-25, demonstrating its commitment to strengthening domestic manufacturing.

Indias electronics production is expected to reach $300 billion by 2026, with electronics exports projected to hit $120 billion by 2025-26. The countrys electronics exports have already shown significant growth, with a 23.6% increase in FY24, reaching $29.12 billion. Tamil Nadu has emerged as the largest exporter of electronics in India, contributing 32.84% of the nations total electronics exports with $9.56 billion in FY24 exports, a 78% increase from the previous year. The governments initiatives, such as the "Make in India" and "Digital India" programs, have played a crucial role in promoting domestic manufacturing and technological innovation. Additionally, the PLI scheme has attracted large investments in mobile phone manufacturing and specified electronic components. Indias electronics sector is poised for continued growth, with projections indicating that the countrys electronics production will reach $500 billion by 2030.

India experienced notable expansion within the electronics manufacturing sector in recent years, marked by the setup of several new manufacturing units from global leaders in the country. These enterprises serve as catalysts for the advancement of the electronics manufacturing industry in India, assuming a pivotal role in influencing the technological trajectory of the nation.

Over the last decade, India emerged as a global hub for electronics companies seeking to establish manufacturing operations

Indias Vision for Exports and Electronics Manufacturing

Indias Short-Term Vision: The initial short-term strategy is to focus on incentivizing scale within the next 1,000 days (2025 26). Scaling up during this period can establish India as a significant contributor to value addition in subsequent phases. Following the initial 1,000 days, the focus may shift toward incentivizing value addition as a priority.

Indias Long-Term Vision

Make in India for the world.

• Make India the number one exporter and manufacturer of electronics.

Become a substantial player in the global value chain.

• Build a comprehensive ecosystem of more than US$ 1 trillion in the next decade for mobile phones, consumer electronics and IT hardware.

Uttar Pradesh contributing 17%, and another 15% from Karnataka.

Key factors attributed to this achievement include the states status as a mobile phone manufacturing hub, the presence of dedicated Special Economic Zones (SEZs), and a highly skilled workforce. Noteworthy electronic majors, such as Foxconn and Pegatron, established a significant presence in Tamil Nadu. Following Tamil Nadu, other leading states in the electronic goods sector include Uttar Pradesh, Karnataka, and Maharashtra .

Prominent enterprises establishing manufacturing facilities in India

Indias manufacturing sector is rapidly growing, driven by government initiatives like "Make in India" and favorable policies. Several global corporations are expanding their operations in India, including

- VinFast LLC: A Vietnamese automotive manufacturer investing over $2 billion to establish an EV manufacturing plant in Thoothukudi, Tamil Nadu, expected to commence operations by late 2025.

- Foxconn: Expanding its operations in India with three new manufacturing plants in southern India, including facilities near Chennai, Bengaluru, and Hyderabad, to support Apples mobile manufacturing needs.

- Amazon: Invested nearly $11 billion in its India businesses over the last decade and is directly responsible for hiring over 100,000 people.

- Nestle: Allocating 4,200 crore to establish a new manufacturing plant in Odisha, aiming to strengthen its supply chain.

- Samsung: Established two of the worlds largest mobile manufacturing plants in India, one in Noida and the other in Chennai, and is seeking to enhance its manufacturing capabilities further.

- Microsoft: Investing $3 billion over the next two years, primarily focused on expanding its cloud and AI infrastructure in India.

- Apple: Significantly increased its iPhone production in India, registering over $22 billion worth of assembling in April 2025 alone, marking a 60% rise compared to the previous year.

- Nissan and Renault: Planning to expand their operations by FY27 with a planned investment of over

5,300 crores, considering further expansion with additional plants in Andhra Pradesh to produce electric cars locally.

- Airbus: Deepening its presence in India through a broad-based expansion spanning manufacturing, engineering, training, and supply chain development.

- NTT Data: Expanded its operations by developing its Innovative Optical and Wireless Network (IOWN), a next-generation All-Photonics Network (APN) technology, and opened its biggest data center campus in India. Growth drivers for India

• Relaxation in FDI norms:

The relaxation in FDI norms, coupled with the burgeoning growth in the electronics sector, has created an environment conducive to heightened foreign investment. These policy adjustments are geared toward fostering innovation, facilitating technology transfer, and stimulating job creation within the electronic manufacturing industry. The flexible FDI regulations serve as a magnet for global investors, positioning India as a favorable destination for expanding and establishing electronic manufacturing operations. This strategic initiative significantly contributes to the objectives of the Make in India campaign, elevating the nations standing in the global electronics market.

Highly skilled workforce/low labor cost:

The electronic sectors growth is propelled by a skilled workforce and cost-effective labor, fostering an environment conducive to expansion. This synergy of high expertise and operational efficiency not only attracts investments but also positions the industry competitively. The strategic alignment of skilled professionals and cost advantages underscores the sectors appeal to businesses and investors, fostering innovation and sustained success in electronic manufacturing.

Make in India efforts:

The electronic sector assumes a central role in advancing the objectives of the Make in India initiative, substantially contributing to the nations self-sufficiency in manufacturing. Emphasizing indigenous production, the sector not only propels economic growth but also nurtures innovation and technological progress. This dedication to domestic manufacturing reinforces Indias standing as a formidable player in the global electronics industry, aligning with the governments strategic vision for self-reliance and sustainable development.

Government Schemes to Boost Manufacturing and Exports

The Government of India aspires to position the country as a significant manufacturing and design hub, aiming to enhance and diversify its electronic manufacturing capabilities. To promote the electronics hardware manufacturing sector, the government has implemented strategic measures such as the following: Formulation of the National Policy on Electronics (NPE) 2019. Crafted by the Ministry of Electronics and Information Technology (MeitY), this policy envisions India as the global epicenter for Electronic System Design and Manufacturing (ESDM). It seeks to foster the development of essential components within the country, while facilitating an environment that enables the industry to compete effectively on the global stage.

Production linked Incentive (PLI Scheme): PLI scheme was notified on April 1, 2020, it is designed to incentivize and stimulate domestic manufacturing, particularly in the mobile phone manufacturing sector and specified electronic components, encompassing assembly, testing, marking, and packaging (ATMP) units. Its overarching goal is to significantly enhance the electronics manufacturing landscape and position India as a global player in the sector. In the first phase of the PLI scheme, approval was granted to prominent companies, including Wistron Infocom Manufacturing (India) Private Limited and Foxconn Hon Hai Technology India Mega Development Private Limited. Moving into the second phase, the scheme extended its support to notable entities, namely TDK India Private Limited and Epitome Components Private Limited.

Under this scheme, eligible companies engaging in the covered target segments will receive a 4% 6% incentive on incremental sales (over the base year) of goods manufactured in India. This incentive will be applicable for five years following the base year.

The implementation of the scheme will be overseen by a Nodal Agency, functioning as a Project Management Agency (PMA). This agency will play a crucial role in offering secretarial, managerial, and implementation support, as well as undertaking other responsibilities assigned by the Ministry of Electronics and Information Technology (MeitY) as needed.

Foxconn Hon Hai Technology India Mega Development Pvt. Ltd, a global company, has secured approval under the Mobile Phones category (Invoice Value Rs 15,000 and above) for incentives in mobile manufacturing. This approval is for the period between August 1, 2021, and March 31, 2022, considering the companys incremental investments and sales performance. The sanctioned incentive amount is US$ 4.29 billion (Rs. 357.17 crore).

Outlook

The Ministry of Electronics and Information Technology, in collaboration with ICEA, unveiled a comprehensive 5-year roadmap and Vision Document for the electronics sector. The document, titled "US$ 300 billion Sustainable Electronics Manufacturing & Exports by 2026," outlines strategic plans and initiatives to propel the growth of the electronics manufacturing and export industry. The competitiveness of electronics manufacturing on a global scale necessitates large-scale operations. Additionally, the labor-intensive nature of various processes in electronics manufacturing underscores the need for an ample workforce, emphasizing the importance of establishing plug-and-play facilities equipped with dormitories featuring optimal amenities. To expedite the operationalization of electronics manufacturing units and minimize turnaround time, the governments imperative is to construct dormitories following a plug-and-play simulation model. These challenges present opportunities for countries, such as India, serving as a foundation for achieving the ambitious goal of a US$ 5 trillion economy. With the potential to emerge as a leading player in electronics exports, India is committed to positioning itself as a global hub for exports. The governments dedication to this objective aligns with the overarching goal of establishing India among the foremost contributors to global electronics exports.

How Sound Boxes are Accelerating Digital Payments across India

Digital payments are easier than ever in India, but what if youre a street vendor who accepts them but doesnt read or write? How could you confirm youve been paid and someone isnt just trying to trick you?

For years this has been a barrier to adoption of digital payment, but now a smart solution involving low cost digital speakers that can audibly confirm when payments have been made to help prevent fraud and streamline daily transactions might be shifting the entire market. also offering a lucrative revenue stream for financial services companies in India who dont make a cut off all transactions and instead must make up the difference elsewhere. For consumers, their experience with street vendors can be faster and more secure. Its a product that truly does seem to offer a win for nearly every party involved.

Source: https://rohitbhargava.com/how-sound-boxes-are-accelerating-digital-payments-across-india/

BUSINESS OVERVIEW

CWD stands for Connected Wireless Devices. Our Company is an Information and Communication Technology (ICT) based company that designs, develops, manufactures, and sells integrated solutions combining the power of software and electronics. All products that are designed and developed in the company are focused on wireless technologies either on short range radio technology like NFC, Bluetooth BLE, WiFi, Zigbee; mid-range systems like LORA or long-range communication systems like 5G LTE, NB-IOT, LTE CAT M1 etc.

CWD operates primarily in two major segments:

Consumer Electronics where we cater to both individuals and enterprises with smart, innovative devices.

• Design and Development of Technology Solutions providing tailored wireless communication solutions for a range of industries.

Our product portfolio is diverse, covering various domains such as smart medical devices, vaccine tracking and delivery systems, farm cattle health monitoring, smart energy solutions, employee safety and identity tools, and integrated electronics for smart lighting and Bluetooth Low Energy (BLE) modules for appliances.

This diverse suite of offerings enables us to serve a wide array of clients while continually attracting new ones and expanding our relationships with existing customers. By focusing on cutting-edge wireless technology, we aim to shape the future of communication in sectors that rely on efficient, secure, and cost-effective digital solutions.

Product Portfolio

1) Sound Box

CWD Limited specialises in designing and manufacturing a wireless payment terminal designed for smart, secure and simple payment processing by providing instant audio payment confirmation.

CWDs Sound Box provides instant audio payment confirmation with high volume and high sound quality in multiple languages. It is available in variants based on different wireless technologies like 2G, 4G and Wi-Fi. CWDs Sound Box is available in various shapes, sizes and physical specifications

2) SmartTemp+

SmartTemp+ is a wireless, real-time temperature monitoring device powered by clinical-grade sensors. This ultra-light, water-resistant product provides continuous body temperature readings with high accuracy, making it an essential tool for health monitoring. Its robust features, including 90-day battery life and remote monitoring capabilities, make it a standout product in the health- tech space.

3) Smart ID Card

This low-power wearable device operates on 2.4 GHz wireless technology, offering a comprehensive solution for employee safety and monitoring. Designed to enhance security, the Smart ID Card delivers features such as proximity alerts, contact tracing, SOS functions, and social distancing enforcement. It is ideal for corporate environments requiring effective health and safety monitoring, while also being rechargeable and easy to update through Firmware Over the Air (FOTA).

4) Tag

CWDs Tag is a compact and low-power asset tracker designed for industries requiring efficient inventory and asset management. It features a powerful Nordic nRF52 chipset that supports real-time tracking and is compatible with both iBeacon and Eddystone protocols. The Tag can be used for indoor location services, asset movement tracking within premises, and even during transit, making it applicable across diverse sectors.

Our Company is registered as a start-up with DIPP bearing certificate No. DIPP1963, with a focus to provide innovative, cost-effective, and comprehensive solutions, products with strategic partnerships for best engineering and support and distribution of our products.

We are a fully integrated end-to-end integrated solution provider and original equipment manufacturers

(-OEMs ) with capabilities ranging from global sourcing, manufacturing, quality testing, packaging, and logistics. We are an innovation-driven company with strong focus on research and development ("R&D"), which allows us to develop new products suited to customer requirements and helping them to stay ahead of the curve. We develop and design products in-house at our own R&D unit. We manufacture and supply these products to customers globally who in turn distribute these products under their own brands. We have developed R&D capabilities that include electronics hardware designing, system architecture, mechanical and product designing, prototyping, and testing. Apart from undertaking designing, our company also assists our customers in cost reduction through product engineering.

To carry out businesses in different location within India and abroad, we have 3 subsidiaries namely CWD

Manufacturing Pvt. Ltd. ("CMPL") having its registered office in Mumbai, India, CWD Innovations HK Limited ("CIHKL") having its registered office in Hong Kong and SDG Global Private Limited ("SGPL") having its registered office in Mumbai, India.

The CWD group structure is as CWD Limited a Holding Company has a three Subsidiary Companies CWD manufacturing Private Limited (99.98% Subsidiary), CWD Innovations HK Limited (100% Subsidiary), SDG Global Private Limited (99.98% Subsidiary). Our Company is promoted by Mr. S. Siddhartha Xavier and Mr. Tejas Kothari who individually have approximate 20 years of experience. Having gained experience and worked with technology companies like Reliance Communications and Global Space Technologies Limited, Mr. S. Siddhartha Xavier ideated the incorporation of CWD Innovation and acquired control of our Company in 2016. He was aided by Mr. Tejas Kothari who has rich experience in setting up business, developing markets, managing customers and handling overall businesses. In addition, we also have an experienced management team, which is backed by a core technical team that has substantial experience in manufacturing and the technical know-how to manufacture niche engineering products.

INDUSTRY STRCTURE OVERVIEW

The Indian electronics system design and manufacturing (ESDM) sector is one of the fastest growing sectors in the economy and is witnessing a strong expansion in the country. The ESDM market in India is well known internationally for its potential for consumption and has experienced constant growth.

The ESDM market in India is well known internationally for its potential for consumption and has experienced constant growth. Indian manufacturers are attracting the attention of multinational corporations due to shifting global landscapes in electronics design and manufacturing capabilities, as well as cost structures. Companies from all over the world are striving to develop local capacities in India not only to serve the domestic market but also to cater to international markets.

The Electronics System Design & Manufacturing (ESDM) industry includes electronic hardware products and components relating to information technology (IT), office automation, telecom, consumer electronics, aviation, aerospace, defence, solar photovoltaic, nano electronics and medical electronics. The industry also includes design-related activities such as product designing, chip designing, Very Large-Scale Integration (VLSI), board designing and embedded systems.

India witnessed a substantial spike in demand for electronic products in the last few years; this is mainly attributed to Indias position as second -largest mobile phone manufacturer worldwide and surge in internet penetration rate. The Government of India attributes high priority to electronics hardware manufacturing, as it is one of the crucial pillars of Make in India, Digital India and Start-up India programmes.

The Electronics System Design & Manufacturing (ESDM) sector plays a vital role in the governments goal of generating US$ 1 trillion of economic value from the digital economy by 2025. With various government initiatives aiming to boost domestic manufacturing, India has already started witnessing initial movement with increased production and assembly activities across products such as mobile phones and other consumer electronics.

INDUSTRY STRCTURE - MARKET SIZE

The Indian electronics manufacturing industry is projected to reach US$ 520 billion by 2025. The demand for electronic products is expected to rise to US$ 400 billion by 2025 from US$ 33 billion in FY20. Electronics market has witnessed a growth in demand with market size increasing from US$ 145 billion in

FY16 to US$ 215 billion in FY19 the market witnessed a growth of 14% CAGR from 2016-19. Electronics system market is expected to witness 2.3x demand of its current size (FY19) to reach US$ 160 billion by FY25. The top products under the ESDM sector with the highest CAGR include IT/OA at 54%, followed by industrial electronics at 38% and automotive electronics at 10%.

In India, smartphone shipments from India crossed 168 million units in CY 2021, and in 2022, smartphone shipments from India are expected to reach ~190 million. 5G device shipments are expected to increase by 129% YoY, from 28 million in CY 2021 to about 64 million in CY 2022. Electronics design segment, growing at 20.1%, was 22% of the ESDM market size in FY19; it is anticipated to be 27% of the ESDM market size in FY25.

India is one of the largest consumer electronics markets in Asia Pacific Region and is home to considerable talent for electronic chip design and embedded software. India has committed to reach US$ 300 billion worth of electronics manufacturing and exports of US$ 120 billion by 2025-26.

Major Government initiatives such as ‘Digital India, ‘Make in India and supportive policies including favourable FDI Policy for electronics manufacturing have simplified the process of setting up manufacturing units in India.

India is the second fastest digitizing economy amongst the 17 leading economies of the world. The

Government of India aims to make Electronics Goods amongst Indias 2-3 top ranking exports by 2026. Electronics Goods exports are expected to increase from the projected US$ 15 billion in 2021-22 to US$ 120 billion by 2026.

INDUSTRY DEVELOPMENTS

Major Government initiatives such as ‘Digital India, ‘Make in India and supportive policies including favorable FDI Policy for electronics manufacturing have simplified the process of setting up manufacturing units in India.

Post COVID, the Government of India aims to increase Indias contribution by around US$ 400 billion worth of electronics goods including exports worth US$ 120 billion, which would account for 9-10% of the overall global value chains, from the current supply potential of 1-2%.

Union Budget 2023-24 has allocated Rs. 16,549 crore (US$ 2 billion) for the Ministry of Electronics and

Information Technology, which is nearly 40% higher on year. The budget for FY23 had allocated Rs. 14,300 crore (US$ 1.73 billion) for the IT ministry.

The first-of-its-kind in India Electropreneur Park (EP) set up by MEITY and IESA started in 2016 and created 51 hardware products, 51 patents, and 23 startups were funded. The EP will grow to be a hub with 20 spoke centres aimed to promote innovation and create unicorns in ESDM by offering access to a holistic ecosystem to accelerate the governments flagship schemes like Startup India and Make in India. STPI Signs MoUs to strengthen tech startup ecosystem: AIC STPINEXT Initiatives (STPINEXT), a special purpose vehicle of Software Technology Parks of India (STPI), an organisation under the Ministry of Electronics and Information Technology (MeitY) has signed two memorandums of understanding (MoUs), one with HDFC Bank, and another with Excelpoint Systems India Pvt. Ltd., a niche technology player for fostering entrepreneurship and nurturing tech startups in the country. These partners would play critical role in supporting and handholding the startups in the growth journey through technical guidance & assistance, mentoring, pitching to investors, funding support, and market connect & access etc.

Some of the investments/ developments in the Electronics System Design & Manufacturing (ESDM) sector in the recent past are as follows:

The cumulative FDI equity inflow in the Electronics industry is US$ 3.75 billion during the period April 2000-December 2022.

• In FY23, the exports of electronic goods were recorded at US$ 23.57 billion as compared to US$ 15.66 billion during FY22, registering a growth of 50.52%.

• Exports of electronic goods stood at US$ 2.0 billion in September 2022.

During April 2022-February 2023, the imports of electronics goods stood at US$ 70.07 billion, whereas exports stood at US$ 20.69 billion.

Imports of electronics goods stood at US$ 7.14 billion in September 2022.

• A nine-member task force has been constituted by the Ministry of Electronics and Information

Technology (MeitY) in March, 2023 with the primary goal of making India a ‘product developer and manufacturing nation, as per a report. The members of task force are some of the veterans from the Indian electronic industry, including HCL Founder Mr. Ajay Chowdhary, Lava International Chairman Mr. Hari Om Rai, and Boat Lifestyle Co-Founder Mr. Aman Gupta, among others.

In March 2023, the Government approved setting up of the Electronics Manufacturing Cluster (EMC) at Hubli-Dharwad in Karnataka, worth US$ 22 million (Rs. 180 crore) and is expected to create about 18,000 jobs.

• As global companies are leveraging the well-developed manufacturing system in the State, Tamil Nadu has emerged as one of the major electronics hardware manufacturing and exporting States in the country. The state is well positioned to achieve a US$ 100 billion ESDM industry in the next five years.

• The India Cellular and Electronics Association in February 2023 signed a memorandum of understanding with the Uttar Pradesh government to facilitate investments as the electronics manufacturing and skill hub to cater to domestic demand and exports. The government has set a target to achieve US$ 300 billion of electronics manufacturing by 2025-26, out of which US$ 75- 100 billion of electronics manufacturing is expected from UP.

Mitsubishi Electric India would invest Rs. 1,891 crore (US$ 230.9 million) to build an air conditioner and compressor factory in Tamil Nadu. This facility will generate over 2,000 jobs, 60% of which would be held by women.

• Vedanta Group signed memorandums of understanding (MoUs) with 20 Korean companies from the display glass industry for the development of an electronics manufacturing hub in India. The

MoUs were signed at the Korea Biz-Trade Show 2023 event organised by KOTRA, in collaboration with Koreas Ministry of Trade, Industry, and Energy.

In November 2022, Voltas entered into a technology license agreement with Denmarks Vestfrost

Solutions to develop, manufacture, sell and service medical refrigeration and vaccine storage equipment including ice lined refrigerators, vaccine freezers and ultra-low temperature freezers to the India market.

• Voltas announced plans of Rs. 400 crore (US$ 50.10 million) capex under PLI scheme to manufacture components for white goods in May 2022.

• In March 2022, Reliance announced that it would invest US$ 220 million in a joint venture with Sanmina Corp, a US- listed company for making electronic products in the Asian countries.

• According to sources, Apple Inc. in 2021 manufactures 70% of mobile phones sold in India, a sharp increase from 30% recorded two years ago. This is a significant push towards the "Make in India" initiative, following the governments Production-linked Incentive (PLI) plan, which began in FY21.

• In September 2021, tech giant Lenovo announced plans to ramp up manufacturing capabilities in India across various product categories, such as PCs, notebooks and smartphones, due to rising consumer demand. However, details of the investment were not disclosed.

In September 2021, PG Electroplast, a contract manufacturer of electronic goods, announced that it had applied for a PLI scheme and pledged to invest Rs. 300 crore (US$ 40.47 million) towards the production of air conditioner components.

Intel has invested over US$ 7 billion in design and R&D facilities in the country to date.

• As of March 03, 2021, 19 companies have filed for the production-linked incentive (PLI) scheme for IT Hardware. The scheme was open for applications until April 30, 2021; its incentives will be available from April 01, 2021. Over the next four years, the scheme is expected to lead to total production of ~Rs. 160,000 crore (US$ 21.88 billion). Of the total production, IT hardware companies have proposed production of >Rs. 135,000 crore (US$ 18.46 billion); and domestic companies have proposed production of >Rs. 25,000 crore (US$ 3.42 billion).

• The government has set a target to get ~Rs. 18,000 crore (US$ 2.4 billion) investments in the electronics manufacturing segment by 2021-22.

On February 16, 2021, Amazon announced that it will commence manufacturing of electronics products from India with Cloud Network Technology, a subsidiary of Foxconn in Chennai, later in the year. The device manufacturing programme will be able to produce ‘Fire TV Stick devices in large quantities every year, catering to demands of customers in India.

OPPORTUNITIES GOVERNMENT INITIATIVES

The Government of India has adopted few initiatives for the ESDM sector in the recent past, some of these are as follows:

The budget for 2023-24 has allocated Rs 16,549 crore for the Ministry of Electronics and Information Technology, which is nearly 40% higher on year. The budget for FY2023 had allocated Rs 14,300 crore for the IT ministry.

• The Government attaches high priority to electronics hardware manufacturing, and it is one of the important pillars of both "Make in India" and "Digital India" programme of Government of India.

• The National Policy on Electronics (NPE) 2019 envisions to position India as a global hub for ESDM by encouraging and driving capabilities in the Country for developing core components, including chipsets and by creating an enabling environment for the industry to compete globally.

By 2030, ADIF, a think tank for IT start-ups, aims to put India among the top three start-up ecosystems in the world, with emphasis on expanding the knowledge base, encouraging collaboration and outlining the best policies.

As per Union Budget 2022-23, the Ministry of Electronics and Information Technology (MeitY) has been allocated Rs. 14,300 crore (US$ 1.85 billion). In the allocated budget, revenue expenditure allocation is Rs. 13,911.99 crore (US$ 1.8 billion) and capital expenditure allocation is Rs. 388.01 crore (US$ 50.4 million).

Ministry of Electronics & Information Technology (MeitY) has announced "Scheme for Promotion of Semiconductor Eco-System" in India with a massive outlay of Rs. 76,000 crore (US$ 9.48 billion) in 2022.

• Under the production-linked incentive (PLI) scheme for IT Hardware Products, the Ministry of Electronics and Information Technology has approved 14 qualified applicants. To manufacture these products in India, the government will offer incentives of US$ 983.76 million over the next four years. In this duration, production worth US$ 21.62 billion and exports of US$ 8.06 billion are expected.

In September 2022, MeitY Startup Hub (MSH), an initiative of the Ministry of Electronics & Information Technology (MeitY), and Meta announced the launch of an accelerator programme to support and accelerate XR technology startups across India.

Ministry of Electronics & Information Technology (MeitY) has announced "Scheme for Promotion of Semiconductor Eco-System" in India with a massive outlay of Rs. 76,000 crore (US$ 9.48 billion) in 2022.

• As per Union Budget 2022-23, the Ministry of Electronics and Information Technology (MeitY) has been allocated Rs. 14,300 crore (US$ 1.85 billion)..

• In the allocated budget, revenue expenditure allocation is Rs. 13,911.99 crore (US$ 1.8 billion) and capital expenditure allocation is Rs. 388.01 crore (US$ 50.4 million).

• About 80% of the Production-Linked Incentive scheme (PLI) to encourage manufacturing in the country, which covers 14 industries and has a total investment of Rs 3 lakh crore (US$ 38.99 billion), is concentrated in only three sectors: electronics, automobiles, and solar panel production.

PLI scheme for large scale electronics manufacturing launched by Ministry of Electronics and Information Technology (MeitY) in April 2020 has been extended from existing five years band (FY21-FY25) to six years (FY21-FY26).

• In September 2021, India started discussions with Taiwan to alleviate the global semiconductor chip shortage. According to an exclusive Bloomberg report, this may bring chip production to South Asia by end-2021, coupled with tariff reductions on components used to make semiconductors.

Officials from New Delhi and Taipei recently negotiated a proposal to set up a semiconductor facility worth US$ 7.5 billion in India; the facility will supply everything from 5G devices to electric cars.

In September 2021, the Indian Institute of Technology Indore and the Confederation of Indian MSME in Electronics System Design and Manufacturing (ESDM) and Information Technology (CIMEI), signed a Memorandum of Understanding (MoU) to collaborate and share knowledge and best practices as well as offer technological support for the growth of Indian start-ups and SMEs.

In May 2021, the cabinet, chaired by the Prime Minister Mr. Narendra Modi, approved a proposal by the Department of Heavy Industries and Public Enterprises to implement the production-linked incentive (PLI) scheme National Programme on Advanced Chemistry Cell (ACC) Battery Storage to achieve manufacturing capacity of 50 GWh (Giga Watt Hour) of ACC and 5 GWh of ‘Niche

ACC, with an outlay of Rs. 18,100 crore (US$ 2.47 billion).

• The key government initiatives such as ‘Make in India and ‘Digital India improved the countrys EoDB. In 2021-22, the total budget allocation towards the ‘Digital India programme is Rs.

6,806.33 crore (US$ 936.19 million).

To accelerate quantum computing-led research & development and enable new scientific discoveries, the Ministry of Electronics and Information Technology (MeitY), in collaboration with Amazon Web Services (AWS), will establish a quantum computing applications lab in the country.

• On November 11, 2020, Union Cabinet approved the production-linked incentive (PLI) scheme in

10 key sectors (including electronics and white goods) to boost Indias manufacturing capabilities, exports and promote the ‘Atmanirbhar Bharat initiative.

A fund of Rs. 3.2 crore (US$ 433.46 thousand) for three years has been approved by the Department of Electronics, IT, BT, Science & Technology.

• Under the PLI scheme for IT Hardware, the approved enterprises are estimated to manufacture equipment worth >US$ 21.62 billion over the next four years. Of the total production, foreign companies have suggested production worth US$ 11.38 billion, whereas domestic enterprises have planned a production of US$ 10.20 billion.

ROAD AHEAD

Local electronics design and production are being positively influenced by ongoing domestic consumption, changing dynamics in the global supply chain, and a plethora of policy initiatives to assist indigenous manufacturing in the current period is most advantageous. The smooth implementation of new initiatives and the reversal of restrictive laws will go a long way toward boosting international business confidence in Indias business environment and attracting manufacturing investments.

In India, Sony, Samsung, LG Electronics, Panasonic, and other companies are the market leaders in ESDM sector. Government efforts are concentrated on bridging the digital gap. Projects like "Digital India," "Smart Cities," "ePanchayats," "National Optical Fiber Network," etc. enhanced consumer demand for electronic goods around the nation. Indias middle class is rapidly expanding, which has improved the affordability of electronics products. The demand for electronic goods has increased as consumers preferences for products and devices with smart technology (like smart LED TVs) and inventive designs have changed and disposable incomes have increased. The personal disposable income in India increased at a CAGR of 15.6% between FY07 and FY11, which is directly correlated with consumers desire to

Fueled by strong policy support, huge investments by public and private stakeholders and a spike in demand for electronic products, the ESDM sector in India has bright prospects ahead of it and is predicted to reach US$ 220 billion by 2025, expanding at 16.1% CAGR between 2019-2025.

References: Media reports, Ministry of Electronics and Information Technology (MeitY), Make in India, Invest India, Union Budget 2022-23, Union Budget 2023-24, Press Information Bureau, News Articles

SEGMENT OR PRODUCT WISE PERFORMANCE

The Company is operating in only one segment. Therefore, there is no requirement of Segment wise reporting.

OPPORTUNITIES

Underpenetrated Market

The adoption of wireless and smart devices in India remains significantly below the global average, presenting a substantial growth opportunity for the sector to expand its reach.

Government Initiatives for Self-Reliance

The governments strong emphasis on reducing import dependency and boosting exports, through a variety of incentive schemes, offers favorable conditions for domestic manufacturers to thrive.

Shift Toward Local Manufacturing

The growing preference to meet domestic consumption through local production represents a promising opportunity for manufacturers to expand their footprint and reduce reliance on imports.

Outsourcing of Manufacturing by Brands

As brands increasingly focus on branding, marketing, and distribution, the outsourcing of manufacturing functions presents opportunities for technology-driven companies to establish themselves as key partners in production.

Favorable Demographic Shifts

Rising urbanization, the increasing prevalence of nuclear families, a young and ambitious population, and growing disposable incomes are all factors expected to drive demand for smart technologies and wireless solutions.

Improving Infrastructure and E-Commerce Expansion

The rapid development of physical and social infrastructure, enhanced logistics networks, and the booming e-commerce sector are creating an ideal environment for the growth and distribution of wireless technology products.

OUTLOOK

The Company is driven by an experienced management team with deep understanding of business complexities and is well positioned to capitalize on the countrys significant growth potential, with rising disposable incomes, young demographics and increasing awareness/ aspirations.

The electrical industry has immense growth potential, especially considering the increased penetration of electricity and home improvement drive. Post the COVID-19 pandemic, a notable shift is being seen in online buying and e-commerce. Advanced connectivity and digitization are fast becoming the cornerstone of the industry.

Despite the short-term disruptions caused by the increase in cost of raw material cost and steep increase in commodity prices, your Companys cost-saving programme, product mix improvement, and calibrated pricing enabled it to sustain margins and profitability. The preference of end consumers is also structurally shifting towards branded and good quality products which augur well with your Companys strategy. Your Company will continue to invest in R&D with a focus on producing innovative, value-added products. Your Company will continue to ramp up its customer base and increase presence in modern trade, rural and customer base.

It is also looking at deploying newer technologies and platforms such as energy-efficient technologies across its product. Having established a material position in the fans division, your Company focusses on enhancing the productivity. It also continues to evaluate organic opportunities, which will accelerate the growth momentum and business strategy.

CHALLENGES IN SECURING INTERNET OF THINGS

Your Company has a well-framed and robust internal financial control system in place which governs the risk management and governance. A structured risk management system permits the management to take calibrated risks, which provides a holistic view of the business wherein risks are identified in a structured manner from a top-down to the bottom-up approach.

Key risks of your Company include business risk, operational risk and external risk. Your Company regularly oversees and monitors the risks in line with the industry best practices. Your Company endeavors to attain cost control, expand customer base, and produce premium and innovative products to fulfil evolving customer requirements.

RISK CONCERN

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has Internal Control Systems commensurate with the nature of its business, size, and complexities which is integrated with Company policies, defined Standard Operating Procedures (SOP) across processes. The key objective of the internal control systems is to manage business risks, enhance shareholder value and safeguarding of the assets.

Cross functional internal audits are conducted at all locations to ensure that high standards of Internal Controls are maintained. It provides reasonable assurance on the internal control environment and against non-occurrence of material misstatement or loss. Every quarter, Audit Committee reviews the adequacy and effectiveness of internal control system and monitors the implementation of audit recommendations. Key controls across processes were tested during the year to provide assurance regarding compliance with the existing policies and significant operating procedures, and no significant weaknesses/deviations were noted in effectiveness of the controls. Further, the Statutory Auditors of the Company also carried out audit of the Internal Financial Controls Over Financial Reporting of the Company as on March 31, 2025.

FINANCIAL AND OPERATIONAL PERFORMANCE REVIEW

The major items of the financial statement are shown below:

( in lakhs)

Particulars	Consolidated				Standalone
	March 31, 2025		March 31, 2024		March 31, 2025		March 31, 2024
Revenue from	3381.93		2125.79		3381.93		2125.79
Operations
Less: Expenditure	2867.72		1857.94		2867.49		1857.94
Profit before	514.21		267.85		514.44		267.85
Depreciation
Less: Depreciation	169.48		108.02		169.48		108.02
Profit before Tax	344.73		159.83		344.96		159.83
Tax Expenses:
Current Tax	(275.74)		(50.60)		(275.74)		(50.60)
Deferred Tax	181.82		4.07		181.82		4.07
Earlier years
MAT credit
entitlement
Profit after Tax		250.81		113.30		251.04		113.30

Key Ratios

Particulars	2024-25	2023-24 Change in Ratios In %
Current Ratio	3.09	2.13The company had done more
		sales. Hence there were debtors.
		Also, the company had very few
		liabilities to be paid
Debt-Equity Ratio	0.20	0.41The ratio has improved because
		the repayment was better
Debt Service Coverage Ratio	5.40	0.97Overall, the ratio has improved
		because companys paying
		capacity has increased
Return on Equity Ratio	5.80	4.08Share warrants were issued which
		was a part of share capital. Hence
		the Return on equity is less
Inventory turnover ratio	2.26	2.45It has not changed much.This is
		the average inventory practice
Trade Receivables turnover	2.31	2.08The ratio has been better
ratio
Trade payables turnover ratio	1.98	5.23The ratio has been improved
		because the creditors were paid
		within 45 days
Net capital turnover ratio	0.73	1.31Ratio has gone down because
		more inventory was lying in
		current assets since we have fresh
		new orders for next year. Hence
		the average working capital was
		high
Net profit ratio	7.63	5.40Overall profit has increased
		hence the percentage is more
Return on Capital employed	18.92	23.62More capital was employed in
		business because of issue of
		warrants. However the returns
		would be visible in next year

REASONS FOR MORE THAN 25% VARIANCE

Ratios with variance more than 25%		Reasons for variance
Net profit ratio		Higher Sales have been done with a mix of higher
		margin as well as		lower margin products and
		services
Debt Service Coverage Ratio		Improvement due to lower outgo for repayment
Return on Equity Ratio		Higher Sales have been done with a mix of higher
		margin as well as		lower margin products and
		services
Trade Receivables turnover	Faster collection		from		debtors	has	led	to
	improvement in ratio
ratio
Trade payables turnover ratio	Faster payment to creditors led to decrease in ratio
Current Ratio	Improvement in current ratio due to					higher amount
	of current asset
Debt-Equity Ratio	Improvement due to broader equity base
Return on Capital employed	Higher Sales have		been done with a			mix	of higher
	margin as well as		lower margin			products and
	services

CHANGE IN RETURN ON NET WORTH AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR

HUMAN RESOURCES

Your Company recognizes that its committed and talented workforce is the key factor in driving sustainable performance and growth. As one of the most critical assets of the Company, its people are responsible for its competitive advantage. Your Company is committed to recruiting and retaining the most relevant and best industry talent. Employees are thereafter nurtured, developed, motivated, and empowered to boost theirskills and performance capabilities.

Your Company continuously seeks to inculcate within its employees a strong sense of business ethics and social responsibility. Relations with the employees at all levels remained cordial during the year.

INTERNAL CONTROL MECHANISM:

Your Company has adequate internal control procedures commensurate with its size and nature of business. Your Company has clearly laid down policies, guidelines, and procedures that form a part of the internal control systems. The adequacy of the internal control systems encompasses the Companys business processes and financial reporting systems and is examined by the management as well as by its internal auditors at regular intervals.

The internal auditors conduct audits at regular intervals to identify the weaknesses and suggest improvements for better functioning. The observations and recommendations of the internal auditors are discussed by the Audit Committee to ensure timely and corrective action. DISCLAIMER CLAUSE:

Statements in the Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

Important factors that could make a difference to the Companys operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and incidental factors.

Remuneration Policy

This Remuneration Policy relating to remuneration for the directors, key managerial personnel and other employees, has been formulated by the Nomination and Remuneration Committee (hereinafter "Committee") and approved by the Board of Directors.

Objectives:

The objectives of this policy are to stipulate criteria for:

Appointment, reappointment, removal of Directors, KMPs and Senior Management

Determining qualifications, positive attributes and independence of a director and recommend to the Board

Retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage to run the operations of the Company successfully

Consider and determine the remuneration, based on the fundamental principles of payment for performance, for potential, and for growth

Criteria for Appointment:

Ethical standards of integrity and probity, qualification, expertise and experience of the person for appointment

Age, number of years of service, specialized expertise and period of employment or association with the Company

Special achievements and operational efficiency which contributed to growth in business in the relevant functional area

Constructive and active participation in the affairs of the Company

Exercising the responsibilities in a bonafide manner in the interest of the Company

Sufficient devotion of time to the assigned tasks

Diversity of the Board

Demonstrable leadership qualities and interpersonal communication skills, devote to the role, compliant with the rules, policies and values of the Company and does not have any conflicts of interest

Transparent, unbiased and impartial and in accordance with appropriate levels of confidentiality.

Appointment of Directors and KMPs in compliance with the procedure laid down under the provisions of the Companies Act, 2013, rules made thereunder or any other enactment for the time being in force

Criteria for Remuneration:

The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance, and emphasizing on line expertise and market competitiveness so as to attract the best talent. It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results.

The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the quality required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration to directors, key managerial personnel and senior management personnel should also involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The remuneration of the Non-Executive Directors shall be based on their contributions and current trends, subject to regulatory limits. Sitting fees is paid for attending each meeting(s) of the Board and Committees thereof. Additionally equal amount of commission may be paid to Non-executive directors on a pro-rata basis, within limits approved by shareholders.