Dev Labtech Venture Ltd Directors Report

<dhheadDIRECTORS REPORT</dhhead

To,

The Members,

Your directors are pleased to present the 32^nd Annual Report of your Company together with the Standalone and Consolidated Audited Financial Statements and Auditors Report for the year ended 31^st March, 2025. (Consolidated performance of the Company and its Subsidiary Company has been referred wherever required.)

1. FINANCIAL PERFORMANCE:

The financial performance of the Company during the year ended 31^st March, 2025 compared to the previous year is summarized below:

(Rs. in Lakh)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue From Operations	5241.39	4322.24	5241.39	4322.24
Other Income	0.38	0.81	0.38	0.81
Net Income	5241.77	4323.06	5241.77	4323.06
Profit/(Loss) before tax & Exceptional/Extraordinary items	184.55	183.11	184.55	183.11
Add/(Less): Exceptional/Extraordinary items	0.00	0.00	0.00	0.00
Profit/(Loss) Before Tax	184.55	183.11	184.55	183.11
Less: Tax Expenses
- Current Tax	61.29	32.39	61.29	32.39
- Deferred Tax Liabilities/(Assets)	-6.11	16.59	-6.11	16.59
Net Profit/(Loss) After Tax	129.38	134.13	129.38	134.13

2. REVIEW OF OPERATIONS:

On Standalone basis:

During the year, Net Income of your Company was increased to Rs. 5241.77 Lakh as against Net Income of Rs. 4323.06 Lakh of the previous year. However, the Companys Net Profit after tax has been decreased to Rs. 129.38 Lakh for the current year as against the Net Profit after tax of Rs. 134.13 lakh of the previous year due to decrease in profit margin against higher expenditure incurred.

On consolidated basis:

During the year, Dev Labtech Venture INC, Subsidiary Company of the Dev Labtech Venture Limited has not carried on business activity. Net Income of your Company was increased to Rs. 5241.77 Lakh as against Net Income of Rs. 4323.06 Lakh of the previous year. However, the Companys Net Profit after tax has been decreased to Rs. 129.38 Lakh for the current year as against the Net Profit after tax of Rs. 134.13 lakh of the previous year due to decrease in profit margin against higher expenditure incurred.

The performance of the Company has been discussed in the Management Discussion and Analysis Report, which is forming part of the Annual Report.

3. TRANSFER TO RESERVES:

During the year under review, your directors has decided to retain the entire amount of profit for financial year 2024-25 in the statement of profit and loss and do not proposed to transfer any amount to Reserves.

4. DIVIDEND:

During the year under review, in order to conserve resources and future expansion, your directors have not recommended any Dividend on Equity Shares of the Company.

5. DEPOSITS:

During the year under review, your Company has neither invited, accepted nor renewed any Public Deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

6. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2025 is available on the Companys website on https://www.devlabtechventure.com/_files/ugd/1ccadb_8bdce04f5d9d4de7857df11eda76d0bc.pdf

7. BOARD OF DIRECTORS:

As on 31^st March, 2025, Your Company has 5 (Five) Directors, namely,

1. Mr. Jerambhai Lavjibhai Donda (DIN: 00484152)	- Chairman & Managing Director
2. Mr. Jay Jerambhai Donda (DIN: 03496627)	- Whole Time Director & Chief Financial Officer
3. Mrs. Dimple Jay Donda (DIN: 09630193)	- Non-Executive Director
4. Mr. Brijeshkumar Maheshbhai Pathak (DIN: 09730412)	- Independent Director
5. Mr. Vivekbhai Tulsibhai Mavani (DIN: 09099074)	- Independent Director

During the financial year, Mr. Jay Jerambhai Donda (DIN: 03496627), Whole Time Director of the Company liable to retire by rotation has been reappointed in 31st Annual General Meeting of the Company held on 27th September, 2024.

After the closing of the financial year, Mrs. Dimple Jay Donda (DIN: 09630193), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment.

8. KEY MANAGERIAL PERSONNEL:

As on 31^st March, 2025, Your Company has the following Key Managerial Personnel (KMP):

1. Jerambhai Lavjibhai Donda (DIN: 00484152) - Chairman & Managing Director

2. Mr. Jay Jerambhai Donda (DIN: 03496627) - Whole Time Director & Chief Financial Officer

3. Mr. Pankaj Pandav (ACS: 62216) - Company Secretary & Compliance Officer

During the financial year, Mr. Pratik Ashokbhai Patel (ACS: A49043) has resigned from the post of Company Secretary & Compliance Officer w.e.f. 30^th May, 2024, and Mr. Pankaj Pandav (ACS: 62216) appointed as Company Secretary & Compliance Officer of the Company w.e.f. 8^th August, 2024.

9. DECLARATION FROM INDEPENDENT DIRECTORS AND THEIR FAMILIARISATION PROGRAM:

The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 and 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of independence.

Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations 2015, the Company has formulated a programme for familiarising the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various initiatives. The detail of the aforementioned programme is available on the Companys website at https://www.devlabtechventure.com/familiarisation-programme

In the opinion of Board, the Independent Directors of the Company possess the integrity, requisite experience and expertise, relevant for the industry in which the Company operates. Further, all the Independent Directors of the Company have successfully registered with the Independent Directors Databank of the Indian Institute of Corporate Affairs. The online proficiency self- assessment test conduct by the said institute has passed by all the Independent Directors of the Company.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that-

(i) in the preparation of the Annual Accounts for the year ended 31st March, 2025, the applicable accounting standards have been followed and no material departures have been made for the same;

(ii) appropriate accounting policies have been selected and applied them consistently and judgments and estimates have been made 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 31st March, 2025 and of the profit and Loss of the Company for that period;

(iii) proper and sufficient care have been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a "going concern" basis;

(v) the proper internal financial controls are laid down and are adequate and operating effectively;

(vi) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not granted any loan, Guarantees and made investments and provided securities in violation of Section 186 of the Companies Act, 2013 and rules thereof.

12. MEETINGS OF BOARD OF DIRECTORS:

During the year, 10 (Ten) Board Meetings were held. The intervening gap between the Meetings did not exceed the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of which are given in the Corporate Governance Report, forming part of Annual Report. The Notice along with Agenda and Agenda items of each Board Meetings were given to each Director of the Company. Attendances of Directors are also provided in the Corporate Governance Report.

13. MEETINGS OF MEMBERS:

During the year under review, 31^st Annual General Meeting of the Company was held on 27^th September, 2024.

14. COMMITTEE MEETINGS:

The details pertaining to the composition of the Audit Committee and other Committees and all meetings held during the year 2024-25 are included in the Corporate Governance Report. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

15. BOARD EVALUATION:

In line with the Corporate Governance Guidelines of the Company, Annual Performance Evaluation was conducted for all Board Members as well as the working of the Board and its Committees. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in consonance with Guidance Note on Board Evaluation issued by SEBI in January, 2017.

The performance of Chairman of the Board was reviewed by the Independent Directors taking into account the views of the Executive Directors. The parameters considered were leadership ability, adherence to corporate governance practices etc.

Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance and compensation to Executive Directors, succession planning, strategic planning, etc.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback and guidance to top management on business strategy, governance and risk, understanding of the organizations strategy, risk and environment, etc.

Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc. The Board has also noted areas requiring more focus in the future.

16. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI (Prohibition & Insider Trading) Regulations, 2015, as amended from time to time, with a view to regulate the trading in securities by the Directors and Designated Employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of shares of the Company by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the code. All Directors and the designated Employees have confirmed compliance with the code.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars required to be included in terms of Section 134(3) (m) of the Companies Act, 2013 with regard to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo are given below.

A. Conservation of Energy:

(i) Company is in business of manufacturing, marketing and sourcing of diamonds - natural and lab grown. The use of energy is substantial in the manufacturing process of the company. The company has taken various measures to minimize consumption of energy, to optimize productivity and also to conserve energy and making best use of the resources. A considerable amount of time and effort was earmarked for conserving power across all the manufacturing facilities. During the Financial year, the Company has consumed electricity of and gas in manufacturing process as under:

Electricity		Gas
Unit	Total Cost (Rs. In Lakh)	Liters	Total Cost (Rs. In Lakh)
9,55,253	99.43/-	9,240	16.45/-

(ii) The steps taken by the Company for utilising alternate sources of energy: The Company has installed an 18-kW rooftop solar power generation system at its registered office. During the year, the system generated 10,099 units of electricity. Through this initiative, the Company has contributed to reducing carbon emissions and promoting environmental sustainability

(iii) The capital investment on energy conservation equipment: Nil B. Technology Absorption:

(i) The efforts made towards technology absorption: The Company has purchased MPCVD machine for growing of Lab Grown Diamonds.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: By adopting the above technology, the Company is able to enter in to new product segment of Lab Grown Diamond.

(iii) In case of imported technology (imported during last three years reckoned from the beginning of the financial year): N.A.

(iv) The expenditure incurred on research & development during the year: Nil

C. Foreign Exchange Earning and Outgo:

Particulars	2024-25	(Rs. in Lakh) 2023-24
Foreign Exchange earning in terms of actual inflows	378.37	342.28
Foreign Exchange outgo in terms of actual outflows	Nil	Nil

18. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organization. The Internal Audit Department monitors and evaluates the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

19. VIGIL MECHANISM (WHISTLE BLOWER POLICY):

The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Under this policy, your Company encourages its employees to report any reporting of fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Companys code of business conduct, to the management (on an anonymous basis, if employees so desire). Further, your Company has prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employees reasonable belief that such conduct or practice has occurred or are occurring, reports that information or participates in the investigation. The Vigil Mechanism / Whistle Blower Policy is being made available on the Companys website at the web link https://www.devlabtechventure.com/ files/ugd/1ccadb 66c553f2163a4360b4322dda705fbb6b.pdf?index=true

20. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to provision of Section 178(3) of the Companies Act, 2013, the Board has framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel including criteria for determining qualifications, positive attributes and independence of Directors. More details have been disclosed in the Corporate Governance Report. The Remuneration Policy of the Company is available on the Companys website at the web link https://www.devlabtechventure.com/_files/ugd/1ccadb_326a4d09095d43eb8b8d806a2624b726.pdf

21. BOARD DIVERSITY POLICY:

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought process at the back of varied industrial and management expertise, gender and knowledge. The board recognizes the importance of diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The Board Diversity Policy is available on the Companys website at the web link https://www.devlabtechventure.com/_files/ugd/1ccadb_b89c0c22f2ce4276a9a8e84b10c97e2c.pdf

22. JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES:

Your Company has 1 (One) wholly owned subsidiary Company as on 31^st March, 2025 namely Dev Labtech Venture INC. During the year, Dev Labtech Venture INC., Subsidiary Company has not carried on business activity. Hence, Dev Labtech Venture INC. has made nil contribution in consolidated Revenue and Net Profit After Tax.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules 2014, a statement containing salient features of the financial statements of the Companys Subsidiary Company in form AOC-1 is attached to this report as "Annexure - 1".

Your Company does not have any Joint Venture or an Associate Company as on 31^st March, 2025.

23. CORPORATE SOCIAL RESPONSIBILITY [CSR]:

The provisions of the CSR expenditure and Composition of Committee as provided in the Section 135 of the Companies Act, 2013 is not applicable to the Company.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

All related party transactions that were entered into during the financial year were at arms length basis and were in the ordinary course of business. All related Party Transactions were placed before the Audit Committee and the Board for prior approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of a foreseen and in repetitive nature. Policy on Transactions with Related Parties as approved by the Board is uploaded on the Companys website at web link https://www.devlabtechventure.com/_files/ugd/1ccadb_c793f8d9639341a39b1d3ec5518e338b.pdf

During the year, your Company has not entered into any significant material related party transactions. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. Suitable disclosure as required under AS-18 has been made in Note No. 31 to the Standalone Financial Statement.

25. PARTICULARS OF EMPLOYEES:

The information containing the names and other particulars of ratio of Directors Remuneration to Median Employees Remuneration in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure - 2.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is opened for inspection in electronic form. Any Member interested in obtaining a copy of the same may write to the Company.

26. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder at workplace. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and ensures that there is a healthy and safe atmosphere for every women employee at the workplace.

Disclosure relating to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the Financial Year are as follows:

Particulars	No. of Complaints
Number of complaints filed during the financial year 2024-25	0
Number of complaints disposed-off during the financial year 2024-25	0
Number of complaints pending as on 31st March, 2025	0
Number of cases pending for more than ninety days	0

27. DISCLOSURES UNDER MATERNITY BENEFIT ACT, 1961:

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women employees received the required benefits, including paid leave, continued salary and service, and post-maternity support like nursing breaks and flexible work options.

28. GENDER-WISE COMPOSITION OF EMPLOYEES:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the 31^st March, 2025.

Male Employees: 61

Female Employees: 05

Transgender Employees: 0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

29. STATUTORY AUDITORS AND REPORT:

M/s. H A R & Co., Chartered Accountants (FRN: 142923W) was appointed as Statutory Auditors of the Company to fill up casual vacancy caused by the resignation of M/s. V Dhamsania & Associates, Chartered Accountants (FRN: 132499W) in 31^st AGM held on 27^th September, 2024 to hold office up to 32^nd AGM of the Company.

The term of M/s. H A R & Co., Chartered Accountants (FRN: 142923W) as a Statutory Auditor of the Company is expiring in upcoming Annual General Meeting of the Company. Accordingly, Audit Committee and the Board of Directors has recommended appointment of M/s. H A R & Co., Chartered Accountants (FRN: 142923W), as a statutory auditor of the Company for a period of 5 (five) years to hold office from the conclusion of 32^nd Annual General Meeting until the conclusion of the 37^th Annual General Meeting of the Company to be held in the year 2030.

Further, as required under the provisions of Section 139 and Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. H A R & Co., Chartered Accountants (FRN: 142923W) have confirmed their consent as well as eligibility to act as a Statutory Auditor of the Company.

The Auditors Report does not contain any qualification or adverse remark. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. The Auditors has not reported any matter of an offence of fraud to the Company required to be disclosed under Section 143(12) of the Companies Act, 2013.

30. MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT:

During the year, there have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report except the Allotment of 30,32,000 Equity share pursuant to conversion of warrant into equity share on preferential basis.

After Closure of the financial year, the Company has allotted 5,60,000 Equity share pursuant to conversion of warrant into equity share on preferential basis.

31. CHANGE IN THE NATURE OF BUSINESS:

During the year, there is no change in the nature of the business of the Company during the year.

32. INTERNAL AUDITORS AND REPORT:

M/s. Rajendrasinh Gohil & Co., Chartered Accountants (FRN: 157188W) is acting as Internal Auditors of the Company and has conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.

33. SECRETARIAL AUDIT REPORT AND MANAGEMENT REPRESENTATION ON QUALIFICATION, RESERVATION OR ADVERSE REMARKS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company had appointed Mr. Dip G. Patel, Proprietor of DG Patel & Associates, Practicing Company Secretary (Membership No. FCS: 10533; COP No: 13774) to

undertake the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report (Form No. MR-3) is annexed herewith as Annexure-3. The report does not contain any qualifications, reservation or adverse remarks. No offence of fraud reported by them under Section 143 (12) of the Act.

34. MAINTENANCE OF COST RECORDS & AUDIT:

Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. The provision of cost audit does not apply to your Company.

35. GST AUDITOR:

M/s. HSN & Co., Chartered Accountants (FRN: 144079W) is acting as GST Auditors of the Company for financial year 2024-25.

36. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The Managements Discussion and Analysis Report provides a perspective of economic and social aspects material to your Companys strategy and its ability to create and sustain value to your Companys key stakeholders. Pursuant to the provisions of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements Discussion and Analysis Report capturing your Companys performance, industry trends and other material changes with respect to your Company is attached to this report as Annexure - 4.

37. CORPORATE GOVERNANCE:

The members may please note that the provisions relating to Corporate Governance are not applicable to the Company. Accordingly, your Company is not required to submit the Corporate Governance Report with this Annual Report. However, keeping in view the objective of encouraging the use of better practices, your Company has decided voluntarily to adopt and disseminate disclosure of Corporate Governance which not only serve as a benchmark for the corporate sector but also help the Company in achieving the highest standard of Corporate Governance.

Accordingly, a voluntary disclosure on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure - 5.

As such the Members may note that any omission of any Corporate Governance provisions shall not be construed as noncompliance of the above-mentioned regulations.

38. LISTING OF SHARES AND LISTING FEES:

The Equity Shares of the Company are listed on SME Platform of BSE Limited and The Company has paid the applicable listing fees to the Stock Exchange.

39. RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks. The risk management policy is placed on the companys website and available at the web link https://www.devlabtechventure.com/_files/ugd/1ccadb_f0bca46b35814a15a53cd2915f39f205.pdf

40. DISCLOUSURE ON SECRETARIAL STANDARDS COMPLIANCE:

During the year under review, your Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

41. HUMAN RESOURCES:

The Company treats its "Human Resources" as one of its most important assets. The Companys culture promotes an environment that is transparent, flexible, fulfilling and purposeful. The Company is driven by passionate and highly engaged workforce. This is evident from the fact that the Company continues to remain the industry benchmark for talent retention.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. The Company thrust is on the promotion of talent internally through job rotation and job enlargement.

During the year under review, there was a cordial relationship with all the employees. The Directors would like to acknowledge and appreciate the contribution of all employees towards the performance of the Company.

42. STATEMENT OF CHANGE IN EQUITY SHARE CAPITAL:

Authorized Capital

There was no any change in Authorized share capital of the company. the Authorized share Capital of the Company, as at closure of financial year 2024-25, was Rs. 15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs. 10/- each.

Issued, Subscribed & Paid-up Capital

The Members of the Company in their Extra Ordinary General Meeting held on 20^th November, 2023, obtain approval to create, offer, issue and allot upto 35,92,000 convertible warrants of face value Rs. 10/- each, at an issue price of Rs. 62/- each including a premium of Rs. 52/- to Promoter, Promoter Group and Non-Promoters of the Company, on a preferential basis.

The Board of directors of the company in their meeting held on 21.12.2023, has allotted 35,92,000 Warrants of face value Rs. 10/- each, at an issue price of Rs. 62/- each including a premium of Rs. 52/- convertible into 35,92,000 Equity Share of Rs. 10/- each to Promoter, Promoter Group and Non-Promoters of the Company, on a preferential basis.

During the year, the Board of Directors of the company has allotted following equity share of face value Rs. 10/- each, at an issue price of Rs. 62/- each including a premium of Rs. 52/- per equity share, upon conversion of warrants issued on a preferential basis:

Sr. No	Date of allotment	No. of Equity Shares	Date of Listing Approval	Date of Trading Approval
1	05.06.2024	6,58,000	09.07.2024	24.07.2024
2	08.08.2024	6,92,000	22.10.2024	12.11.2024
3	23.09.2024	7,22,000	14.11.2024	10.12.2024
4	21.12.2024	4,40,000	27.02.2025	26.03.2025
5	09.01.2025	5,20,000	13.03.2025	04.04.2025 *

The Issued, Subscribed & Paid-up share Capital of the Company, as at closure of financial year 2024-25, was Rs. 11,30,31,390/- divided into 1,13,03,139 Equity Shares of Rs. 10 each.

*The Trading approval of 520000 equity share received after closure of financial year on 04.04.2025.

After Closure of the financial year, the Board of Directors of the Company has allotted 5,60,000 Equity shares of face value Rs. 10/- each, at an issue price of Rs. 62/- each including a premium of Rs. 52/- per equity share, upon conversion of warrants issued on a preferential basis. Company has received listing approval of the said 5,60,000 Equity share from BSE Limited on 16.07.2025 and trading approval on 01.08.2025.

Accordingly, the entire Paid-up Equity shares of the Company are listed at SME Platform of BSE Limited and Issued, Subscribed & Paid-up share Capital of the Company is Rs. 11,86,31,390/- divided into 1,18,63,139 Equity Shares of Rs. 10 each.

43. LISTING & TRADING APPROVAL OF EQUITY SHARES:

Pursuant completion of Preferential Issue of the Company, The Stock Exchange i.e. BSE Limited has granted Listing Approval and Trading Approval of Equity Shares of the Company as under:

Sr. No.	Date of allotment	No. of Equity Shares	Date of Listing Approval	Date of Trading Approval
1	05.06.2024	6,58,000	09.07.2024	24.07.2024
2	08.08.2024	6,92,000	22.10.2024	12.11.2024
3	23.09.2024	7,22,000	14.11.2024	10.12.2024
4	21.12.2024	4,40,000	27.02.2025	26.03.2025
5	09.01.2025	5,20,000	13.03.2025	04.04.2025 *
6	30.04.2025	5,60,000	16.07.2025 *	01.08.2025 *

* The Listing/Trading approval of equity share received after closure of financial year.

44. USE OF PROCEEDS:

The Company raised funds of Rs. 556.76 lakh at the rate of Rs. 15.50/- per warrant (being 25% upfront amount of the issue price per warrant) pursuant to allotment of 35,92,000 Warrants of face value Rs. 10/- each, at an issue price of Rs. 62/- each including a premium of Rs. 52/- convertible into 35,92,000 Equity Share of Rs. 10/- each on a preferential basis. There was no deviation or variation in the utilisation of proceeds of the Preferential Issue from the objects stated in the Letter of Offer in Form No. PAS-4. The Company has fully utilised the Preferential Issue proceeds.

During the year, The Company raised funds of Rs. 1,409.88 lakh at the rate of Rs. 46.50/- per equity share (being 75% balance amount of the issue price per warrant) pursuant to allotment of 30,32,000 equity shares of face value Rs. 10/- each, at an issue price of Rs. 62/- each including a premium of Rs. 52/- per equity share, upon conversion of warrants issued on a preferential basis. There was no deviation or variation in the utilisation of proceeds of the Preferential Issue from the objects stated in the Letter of Offer in Form No. PAS-4. The Company has fully utilised the Preferential Issue proceeds.

The Company has submitted the details of utilization of proceeds of the Preferential Issue to the Stock Exchange i.e. BSE Limited (BSE) as per requirement of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of utilization of funds raised through preferential allotment as at March 31, 2025 are as below:

Sr. No. Object of the Issue	Original allocation (Rs. in Lakhs) *	Funds Utilised (Rs. in Lakhs)
1. To meet the Capital Expenditure Requirements for business expansion & To meet Additional Working Capital Requirement time to time	2,227.04	1966.64
Total	2,227.04	1966.64

* Original Allocation amount calculated considering full amount of Rs. 62/- per warrant received against 35,92,000 warrants.

After the closing of the financial year, The Company raised funds of Rs. 260.40 lakh at the rate of Rs. 46.50/- per equity share (being 75% balance amount of the issue price per warrant) pursuant to allotment of 5,60,000 equity shares of face value Rs. 10/- each, at an issue price of Rs. 62/- each including a premium of Rs. 52/- per equity share, upon conversion of warrants issued on a preferential basis. The details of utilization of proceeds of the Preferential Issue will be submitted to the Stock Exchange i.e. BSE Limited (BSE) as per requirement of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in due course.

45. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

46. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year, the requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

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

During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

48. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

(c) Payment of remuneration or commission to Managing Director or the Whole-time Director, if any, of the Company from any of its subsidiaries.

49. ACKNOWLEDGEMENTS AND APPRECIATIONS:

Your Directors would like to express their appreciation for the assistance and co-operation received from the Financial Institutions, the Bankers, Government authorities, customers, vendors and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, which enable the Company to deliver a good all-round record performance.