Decipher Labs Ltd Directors Report

During the year under review, the Company on a standalone basis has recorded a total income of Rs. 87.60 Lakhs and net loss of Rs. 44.02 Lakhs as against the income of Rs. 355.15 Lakhs and incurred a profit of Rs. 2.34 Lakhs respectively in the previous financial year ending 31st March, 2024.

During the year under review, the Company on a consolidated basis has recorded an income of Rs. 2393.07 Lakhs and incurred a loss of Rs. 508.02 Lakhs as against the income of Rs. 3629.51 Lakhs and incurred a loss of Rs. 167.55 Lakhs respectively in the previous financial year ending 31st March, 2024.

The information on Companys affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of the annual Report.

During the period under review and as at the date of Boards Report there was no change in the nature of business pursuant to inter-alia Section 134 of the Companies Act, 2013 and Companies (Accounts) Rules, 2014.

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.

During the year under the review and at the date of this report, the Company has not paid or declared any dividend to its shareholders.

Pursuant to the provisions of Section 124 of the Companies Act 2013, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

There have been no material changes and commitments, other than disclosed as part of this report, affecting the financial position of the Company which have occurred during the financial year i.e. 01st April, 2024 to 31st March, 2025 of the Company to which the financial statements relate and as on the date of the Annual Report.

During the period under the review there is no change in the status of the Company i.e. the Company does not have any Associates/ Joint Ventures. However, the Company has following Corporates as one (1) as Subsidiary and One (1) as a Step-down Subsidiary based in United States of America (USA):

a) Decipher Software Solutions LLC (Subsidiary) and

b) Decipher Soft Middle East W.L.L (Step-down Subsidiary)

Further, as on the date of the report, the Board, at its meeting held on 14th August, 2025, approved the closure of the office of the Step-Down Subsidiary in view of prevailing market contraction and recent geopolitical developments. The Company has determined that it is prudent, as of the current date, to consolidate and restrict its operations to the United States, thereby mitigating potential trade-related implications arising from the respective jurisdictions.

However, this strategic withdrawal from the Middle East market is not expected to have a material impact on the Companys consolidated financial statements, as operations in the region were in an early-stage phase, with negligible revenue contribution and minimal influence on the Companys overall performance.

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary company in Form AOC- 1 is annexed as Annexure IV herewith forming part of the Annual Report. In accordance with the proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its audited standalone and the consolidated financial statements has been placed on the website of the Company.

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the ‘Listing Regulations) and Section 129 of the Companies Act, 2013, the Consolidated Financial Statements which have been prepared by the Company in accordance with the applicable provisions of the Companies Act, 2013 and the applicable Indian Accounting Standards (Ind AS) forms part of this Annual Report.

During the year under review, there was no change in the share capital of the Company as detailed below:

The Authorized Share Capital of your Company as on 31st March, 2025 stood at Rs.10,50,00,000/- (Rupees Ten Crores Fifty Lakhs Only) consisting of 1,05,00,000 (One Crore Five Lakhs Only) Equity shares of Rs.10/- (Rupees Ten Only) each.

The Issued and paid-up share capital of the Company as on 31st March, 2025 stood at Rs. 10,10,00,000/- (Rupees Ten Crores Ten Lakhs Only) consisting of 1,01,00,000 (Rupees One Crores One Lakh only) Equity shares of face value Rs.10/- (Rupees Ten Only) each.

During the year under the review and as on date of this report, the Company has a proper composition of Board consisting of Six (6) Directors, out of which Three (3) are Independent Directors(s) including Two (2) Women Directors and One (1) is Executive director and Two (2) are Non-executive and Non-Independent Directors. Further the details of Appointments/ re-appointments/ Resignations/ Retirements of any of the Directors and key managerial personnel during the year and as on the date of this report is detailed below:

• Resignation of Mr. Mary Vara Prasad Mutluri as Independent Director of the Company with effect from 30th May, 2024.

• Resignation of Mr. Siva Kumar Reddy Chappidi as Company Secretary and Compliance Officer of the Company with effect from 30th September, 2024 (post-closing hours).

• Appointment of Mrs. Preeti Singh as Company Secretary and Compliance Officer of the Company with effect from 01st January, 2025.

• Appointment of Mrs. Ankita Mathur as an Additional Director (Executive Category) of the Company with effect from 30th May, 2025.

• Change in Designation of Mr. Sushant Mohanlal from Executive Director of the Company to Non-Executive and Non-Independent Director of the Company with effect from 30th May, 2025 (post-closing hours).

• Resignation of Mrs. Ankita Mathur as an Additional Director (Executive Category) of the Company with effect from 14th August, 2025.

Key Managerial Personnel as on date of this report:

• Mrs. Sonam Jalan, Chief Financial Officer of the Company.

• Mrs. Preeti Singh, Company Secretary and Compliance Officer of the Company.

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/re-appointments are given as Annexure-A to the notice of the AGM forming part of this Annual Report.

The Board of Directors duly met Six (6) times on 30.04.2024, 30.05.2024, 14.08.2024, 14.11.2024, 31.12.2024 and 13.02.2025 and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. Further, the Board meetings were conducted in due compliance with; and following the procedures prescribed in the Companies Act, 2013, SEBI Listing Regulations and applicable Secretarial Standards. Detailed information on the meetings of the Board is included in the report on Corporate Governance which forms part of the Annual Report.

The Company has, inter alia, received the following declarations from all the Independent Directors as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the SEBI (LODR), Regulations, 2015 confirming that:

a. they meet the criteria of independence as prescribed under the provisions of the Act, read with Schedule IV and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

b. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

c. they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs and have qualified the online proficiency self-assessment test or are exempted from passing the test as required in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

d. they had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

Performance of the Board and Board Committees was evaluated on various parameters such as structure, composition, diversity, experience, corporate governance, competencies, performance of specific duties and obligations, quality of decision-making and overall Board effectiveness. Performance of individual Directors was evaluated on parameters such as meeting attendance, participation and contribution, engagement with colleagues on the Board, responsibility towards stakeholders and independent judgement.

All the Directors participated in the evaluation process conducted in meeting dated 13th February 2025. The Board discussed the performance evaluation reports of the Board, Board Committees, Individual Directors. The Board upon discussion noted the inputs of the Directors.

The detailed procedure followed for the performance evaluation of the Board, Committees and Individual Directors is enumerated in the Corporate Governance Report.

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent Directors is disclosed on the Companys website www.decipherlabs.in.

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

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

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis; and

e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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.

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment.

The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company promotes ethical behaviour and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may report their genuine concerns to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company www.decipherlabs.in.

The Company has not accepted any public deposits during the Financial Year ended 31st March, 2025 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Since the Company has not accepted any deposits during the Financial Year ended 31st March, 2025, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company complied with this requirement within the prescribed timelines.

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company www.decipherlabs.in.

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy: Your Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) Technology absorption are not applicable to the Company.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : $24,900 Foreign Exchange Outgo : NIL

During the period under the review, the company has not given loans, Guarantees or made any investments attracting the provisions of Section 186 of the Companies Act, 2013.

All related party transactions that were entered into during the financial year were on arms length basis and in the ordinary course of business. The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-V to this report.

Disclosure pertaining to remuneration and other details as required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure - X(a) to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure X(b) to this report.

During the year, NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of to each director is as disclosed in the Annexure - X(a) of this report.

The members of the Company in accordance with Section 139 of the Companies Act, 2013 in the 35th Annual General Meeting (AGM) has approved the appointment of M/s. Ramanatham & Rao., Chartered

Accountants (Firm Registration No.:002934S), Hyderabad as Statutory Auditors of the Company for a period of five (5) years i.e. from the conclusion of 35th AGM held on 25th September, 2021 till the conclusion of 40th AGM of the Company to be held in the financial year 2026-2027.

The notes of the financial statements referred to in the Auditors Report issued by M/s. Ramanatham & Rao., Chartered Accountants, Hyderabad for the financial year ended on 31st March, 2025 are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. S.S. Reddy & Associates, Practicing Company Secretaries ("Secretarial Auditor") to conduct the Secretarial Audit of your Company for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year ended March 31,2025 is annexed herewith as Annexure- I and forms an integral part of this Annual Report. The Secretarial Audit Report does contain any following qualification, reservation or adverse remark, etc.:

The Secretarial Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

Further, pursuant to the provisions of Regulation 24A and other applicable provisions, if any, of the SEBI Listing Regulations, read with Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendation of the Audit Committee, the Board of Directors, at their meeting held on 05th September, 2025, approved the appointment of M/s. Aakanksha Dubey & Co., Practicing Company Secretaries, a peer-reviewed firm, as the Secretarial Auditor of the Company for a term of five (5) consecutive years commencing from the Financial Year 2025-26 to Financial Year 2029-30, subject to the approval of the shareholders at the ensuing AGM. A detailed proposal for appointment of Secretarial Auditor forms part of the Notice convening this AGM.

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditor of the Company on quarterly basis.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

In terms of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain cost accounting records and get them audited every year. Hence, maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

During the year under the review, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

Pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, SEBI has directed listed entities to issue an Annual Secretarial compliance report by a Practicing Company Secretary to keep in check the Compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance Report dated 30th May, 2025, was given by Mr. S. Sarweswara Reddy, Practicing Company Secretary which was submitted to BSE Limited.

The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

The Audit Committee of the Company is constituted in line with the provisions of Regulation 18(1) of SEBI (LODR) Regulations, 2015 read with Section 177 of the Companies Act, 2013. Further all the required details including the composition of the Committee has been detailed in the Corporate Governance report, forming a part of this Annual report.

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regulation 19(1) of SEBI (LODR) Regulations, 2015 read with Section 178 of the Companies Act, 2013. Further all the required details including the composition and the remuneration policy for selection and appointment of Directors, Key Managerial Personnel (KMP), Senior Management and their remuneration framed by the Board on the recommendation of this Committee in Compliance with Section 178 of Companies Act, 2013 are included in the Corporate Governance report, forming a part of this Annual report.

The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchange read with Section 178 of the Companies Act, 2013. Further all the required details including the composition of the Committee are included in the Corporate Governance report, forming a part of this Annual report.

Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more as mentioned in the point no.1 of this directors report i.e. financial highlights above during the immediately preceding financial year i.e. 31st March, 2025, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable to the Company and hence the Company need not adopt any Corporate Social Responsibility Policy.

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks and also to identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on severity, likelihood and effectiveness of current detection. Such risks are reviewed by the senior management on a periodical basis.

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgement of the Board may affect the independence of the Directors except Mr. Ajjarapu Janakiram (Non- Executive Director & Promoter) who is holding 16,59,075 Equity Shares of the Company.

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website (www.decipherlabs.in).

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace.

This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act) and the Rules made thereunder. With the objective of providing a safe working environment, all employees (permanent, contractual, temporary, trainees) are covered under this Policy. The policy is available on our website (www.decipherlabs.in).

All employees are covered under this policy. The Company is having less than 10 employees and therefore not required to constitute Internal Complaints Committee. No Complaints were pending at the beginning of the year or received during the year.

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

During the year under the review, there were no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.

However, as on the date of the report i.e., after the end of financial year, the Securities Exchange Board of India ("SEBI") ("Regulator") passed an order dated 31st July, 2025, against the Company and Two (2) of the Directors of the Company, the physical copy of which was received by the Company on 11th August, 2025, imposing penalty on the Company and its Directors and giving directions to the directors of the Company for violating Regulations 3(a), (b), (c), passed. (d), 4(1), 4(2)(e), (f), (k) and (r) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The details of the penalties and directions are mentioned below:

Debarred from accessing securities market: The Company is restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in securities (including units of mutual funds), directly or indirectly, or being associated with the securities market in any manner, whatsoever from the date of the of the order for a period of 3 years (i.e., period of debarment).

In addition to penalty, the Directors are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in securities (including units of mutual funds), directly or indirectly, or being associated with the securities market in any manner, whatsoever from the date of the of the order for a period of 3 years (i.e. period of debarment).

Disgorgement: The SEBI also directed to disgorge the unlawful gains of Rs. 7,90,90,000/- (Rupees Seven Crores Ninety Lakhs Ninety Thousand Only) and Rs. 2,30,82,800/- (Rupees Two Crores Thirty Lakhs Eighty Thousand Eight Hundred Only) made by by Mr. Janakiram Ajjarapu and Mr. Sushant Mohan Lal respectively, and to be credited into the IPEF Account under SEBI Act.

Further, in this regard the Company had given intimation(s) to the Exchange as well as the shareholders on 12th August, 2025 and in the board meeting outcome dated 14th August, 2025 where it had mentioned that the Directors of the Company considered the proposal to seek legal advise and take an appropriate course of action by exploring options including appeal in the Securities Appellate Tribunal (SAT) and authorized the Directors to do the needful and that the recent order issued by SEBI does not have any material impact on the companys core operations or financial stability. While the company continues to operate smoothly and remains focused on its strategic objectives certain aspects of the companys expansion plans may face recalibration. However, these adjustments are expected to be temporary and are not anticipated to affect the long-term growth trajectory of the Company.

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

The properties and assets of your Company are adequately insured, wherever required.

The Company has not availed any credit and guarantee facilities during the year apart from the banking facilities for its day-to-day operations.

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is attached with the annual report as Annexure - VII.

Pursuance to SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018, read with SEBI Circular No. SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, the Directors confirm that the Company is not defined as a "Large Corporate" as per the framework provided in the said Circular. Further, your Company has not raised any funds by issuance of debt securities.

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website www.decipherlabs.in.

During the year under review, the Company has not taken up any of the following activities except as mentioned:

Management discussion and analysis report for the year under review as stipulated under Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as Annexure- III to this report.

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Regulations. A separate section on Corporate Governance, forming a part of this Report and the requisite certificate from the Companys Auditors confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance as Annexure-II.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) or are debarred or disqualified by the Securities and Exchange Board of India ("SEBI"), Ministry of Corporate Affairs ("MCA") or any other such statutory authority.

All members of the Board and Senior Management have affirmed compliance with the Code of Conduct for Board and Senior Management for the financial year 2024-25. The Company had sought the following certificates from independent and reputed Practicing Company Secretaries confirming that:

a. none of the Director on the Board of the Company has been debarred or disqualified from being appointed and/or continuing as Directors by the SEBI/mCa or any other such statutory authority.

b. independence of the Directors of the Company in terms of the provisions of the Act, read with Schedule IV and Rules issued thereunder and the Listing Regulations.

During the year under review, no corporate actions were done by the Company which were failed to be implanted.

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities.

Your Directors also thank the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company, SEBI, BSE, NSDL, CDSL, Banks etc. for their continued support for the growth of the Company.