Effwa Infra & Research Ltd Directors Report

Dear Members,

Effwa Infra & Research Limited

(Formerly known as Effwa Infra & Research Private Limited)

The Directors of your company have pleasure in presenting the 12^th Annual Report of the Company along with the Audited Financial Statements for the financial year ended 31^st March, 2025.

FINANCIAL SUMMERY:

The highlights of Companys performance for the year ended 31^st March, 2025 as compared to the previous financial year, is summarized below:

(Rs in lakhs)

Particulars	For the financial year ended 31st March, 2025	For the financial year ended 31st March, 2024
Revenue from Operations	18,511.93	14,515.93
Add: Other income	-	-
Total Revenue	18,511.93	14,515.93
Less: Total Expenditure	15509.93	12,475.54
Operating Profit (PBDIT)	3002.00	2,040.39
Less: Interest &	276.78	182.21
Depreciation
Profit/ (Loss) before tax	2725.22	1,858.18
Provision for Tax
Current Tax	690.00	473.16
Deferred Tax	0.49	(5.44)
Net Profit after Tax	2011.98	1390.46

HIGHLIGHTS OF PERFORMANCE:

During the year the Company has generated revenue from operations of Rs. 18,511.93 lakhs and earned net profit after tax Rs. 2011.98 lakhs as compared with the corresponding figures in the previous year of Rs. 14,515.93 lakhs and Rs. 1390.46 lakhs respectively. The total revenue is increased by Rs. 39.96 lakhs as compared with last year as well as net profit after tax also increased by Rs. 621.52 lakhs as compared with last year.

HIGHLIGHTS OF OPERATIONAL PERFORMANCE

The operational performance of the Company is detailed in the Management Discussion and Analysis forming part of the annual report

DIVIDEND

With a view to meet future requirements of projects and to strengthen the financial position of the Company, your directors have decided not to recommend any dividend for the period under review.

TRANSFER TO GENERAL RESERVES:

During the year under review, the Board of Directors of the Company has not recommended the transfer of any amount to reserve and has decided to retain the entire amount of profits for Financial Year 2024-25 in the profit and loss account.

CHANGE IN THE NATURE OF BUSINESS

During the year, therere was no change in the nature of business of the company.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review, no companies have become or ceased to be the subsidiaries, joint ventures or associate companies.

AUTHORISED SHARE CAPITAL:

As on March 31, 2025, the authorised share capital of the company was Rs. 25 crores.

The issued, subscribed and paid-up share capital of the company was Rs. 23,14,71,670/- divided into 23147167 Equity shares of Rs. 10/- each.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

Particulars	Number of Equity Shares	Face Value (in Rs.)	Issued, subscribed and paid up share capital (Rs.)
Subscribed, issued and Paid-up share Equity capital of the Company as at 1st April, 2024	17830367	10/-	17,83,03,670/-
Equity shares issued and allotted on 10th July, 2024 pursuant to Initial Public offer (IPO)	5316800	10/-	5,31,68,000/-
Subscribed, issued and Paid-up share Equity capital of the Company as at 31st March, 2025	23147167	10/-	23,14,71,670/-

DEPOSITS, LOANS, ADVANCES AND OTHER TRANSACTIONS

During the year under review, your company has not accepted any deposits falling within the purview of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

The details of the unsecured loans accepted by the Company from its Directors during the year is as follows:

(Amont in lakhs)

Name of Director	Loan taken during the year	Loan repaid during the year	Loan remaining at the end of the year
Mr. Subhash Kamal	501.78	417.15	88.52
Mrs. Varsha Kamal	860.23	735.15	143.98

UTILISATION OF IPO PROCEEDS

The proceeds of the IPO are being used for the purposes for which it was stated to be utilised in the Prospectus. The unutilised portion thereto has been invested in bank deposits as per the applicable rules.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

Your company is not having any subsidiary, associate or joint venture. Further during the financial year under review, no company has become or ceased to be subsidiary, joint venture or associate of the company.

SECRETARIAL STANDARDS:

The company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The company has complied with SS-1 and SS-2 relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, as required in terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in separate section forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Your Company has not given any loan, guarantee, security or has not made any investment pursuant to the provisions of Section 186 of Companies Act 2013 during the year under review.

DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

There are no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No order has been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

During the financial year, your company entered into related party transactions, which were on an arms length basis and in the ordinary course of business. There was no material transactions with any related party as defined under Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. And all related party transactions were approved by the Audit Committee of your company. Therefore, report as required in Form AOC-2 is not annexed to this report.

All transactions with related parties are placed before the Audit Committee for approval. An omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. The Audit Committee reviews all transactions entered into pursuant to the omnibus approval(s) so granted on a quarterly basis.

The details of contracts and arrangement with related parties of your company for the financial year ended 31^st March, 2025 are given in Note 26 of the standalone financial statements of your company.

The "Policy on materiality of and on dealing with related party transactions" (as amended) as approved by the Board may be accessed on the Companys website at the link www.effwa.co.in

INFORMATION PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

The information as required under Section 197(12) of the Act read with applicable rules (to the extent applicable) is attached herewith (ANNEXURE A)

PREVENTION OF INSIDER TRADING

The Company has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. Code of Conduct for Prevention of Insider Trading with a view to regulate 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 Company shares 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 Board Directors and the designated employees have confirmed compliance with the Code.

MATERIAL CHANGES FROM THE DATE OF CLOSURE OF THE FINANCIAL YEAR IN THE NATURE OF BUSINESS AND THEIR EFFECT ON THE FINANCIAL POSITION OF THE COMPANY.

There is no material change occurred from the date of closure of the financial year in the nature of business which has effect on the financial position of the Company.

DETAILS OF RESTATED FINANCIAL STATEMENT OR THE REPORT

Pursuant to provision of section 26 of part I of Chapter III of the Companies Act, 2013 read with The Securities and Exchange Board of India (ICDR) Regulations 2018. Company was required to Restated Audited Statement of Assets & Liabilities and Profit & Loss including Cash flow for the purpose of inclusion in the Offer Documents to be prepared in connection with Initial Public Offer (IPO).

CREDIT RATINGS OF SECURITIES

Rating agency	Instrument type	Rating	Date on which the credit rating obtained
Crisil Limited	Corporate credit rating	Crisil BBB/Stable (upgraded from Crisil BBB-/Stable)	This rating is as on 6th March, 2025.

CORPORATE SOCIAL RESPONSIBILITY:

During the year company has spent amount towards Corporate Social Responsibility in align with the CSR policy of the company. Disclosure required pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been annexed to this Report as

ANNEXURE B.

Your company has committed to spend for CSR initiatives in the coming years through structured events or programs and projects. Your Company has taken steps in the right direction and going forward is committed to actively engage with the partners/NGOs to execute the said events or projects and programs and incur expenditure in accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

In compliance with the provisions of Section 135 of the Companies Act, 2013, Company has constituted Corporate Social Responsibility Committee which recommends the Board, CSR activities to be undertaken, contribution to be made and monitors the contribution made. The CSR policy of the company is placed on the website of the company at www.effwa.co.in

CORPORATE GOVERNANCE

As per Regulation 15 read with Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance Disclosure is not applicable to the Company as Company is listed on the SME Emerge platform of National stock Exchange of India Limited platform. Hence, the Company is not required to make disclosures in Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, the Board of Directors of the Company duly constituted as per provisions of Companies Act, 2013.

A. COMPOSITION OF BOARD OF DIRECTORS:

The Board of Directors of Effwa Infra & Research Limited is an optimum combination of Executive and Non-Executive Directors as on 31^st March, 2025, The Board of Company consists of Six ( 6) Directors. The Board at present comprises of:

Sr. No.	Name of Director	Designation	DIN No.
1	Dr. (Mrs.) Varsha Subhash Kamal	Managing Director	00270314
2	Mr. Subhash Ramavtar Kamal	Whole-time director	00255160
3	Mr. Ravindra Nagendra Hanchate	Non Executive & Independent Director	07746827
4	Mr. Vijay Prahladbhai Vyas	Non Executive & Independent Director	02738087
5	Mr. Priyesh Bharat Somaiya	Non Executive & Independent Director	08664781
6.	Mr. Bhavin Kirit Gor	Non-Executive & Non- Independent Director	07719813

The following changes occurred in the composition of Board during the Financial Year 2024-25

Dr. (Mrs.) Varsha S. Kamal was appointed as Chairperson and Managing Director of the Company w.e.f. May 1, 2024.

Mr. Subhash Ramavtar Kamal was appointed as Whole-time Director of the Company w.e.f. May 1, 2024.

Mr. Bhavin Kirit Gor was appointed as a Non-Executive and Non-Independent Director on the Board of the Company w.e.f. 22^nd November, 2024 in the capacity of additional director (Non-Executive and Non-Independent Director).

* The approval of the members of the company was received for appointment of Mr. Bhavin Kirit Gor (DIN: 07719813) as Non Executive Non-Independent Director through the resolution passed through postal ballot with requisite majority on 15^th February, 2025,

B. KEY MANAGERIAL PERSONNEL:

The followings are Key Managerial personnel of the Company:

1. Dr. (Mrs.) Varsha S. Kamal: Managing Director (appointed w.e.f. May 1, 2024)

2. Mr. Subhash R. Kamal: Whole-time Director (appointed w.e.f. May 1, 2024)

3. Ms. Lina P. Lad: Chief Financial Officer

4. Mr. Dhaval H. Mirani: Company Secretary & Compliance Officer

C. RETIRE BY ROTATION:

In accordance with the provisions of the Companies Act, 2013 and the Article of Associations of the Company, Mr. Bhavin Kirit Gor, Non-Executive & Non-Independent Director who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Nomination & remuneration committee and the Board recommended his reappointment.

Brief profile of the Director who is being re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in the notice for the forthcoming AGM of the Company.

D. STATEMENT OF BOARD OF DIRECTORS

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company appointed during the year possesses integrity, relevant expertise, competent experience and proficiency required to best serve the interest of the Company.

E. INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and rules made thereunder and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, all necessary declarations with respect to independence have been received from all the Independent Directors and also received the confirmation that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs. The terms and conditions for the appointment of the Independent Directors are given on the website of the Company. The Independent Directors of the Company are not inter-se related to each other. i. Separate Meeting of Independent Directors

Pursuant to Schedule IV of the Act read with Regulation 25(3) of the Listing Regulations, the Independent Directors met on March 03, 2025 without presence of Executive Directors and Management representatives. The Independent Directors discussed matter pertaining to the Companys affairs and functioning of the Board and presented their views to the Management of the Company. The Independent Directors at the said meeting

a) reviewed the performance of Non-Independent Directors and the Board as a whole; b) reviewed the performance of Chairman of the Company based on the views of Executive and Non-Executive Directors; c) assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

ii. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company provide formal letter of appointment which inter alia explains role, functions, duties and responsibilities expected from him / her as a director of the company. The Familiarization programme helps to understand the companys business, functional areas, operations, industry, and regulatory environment. It ensures that they are well equipped to make informed decision to effectively fulfill their role in governance and oversight. The Familiarisation programme for Independent Directors is disclosed on the Companys website (www.effwa.co.in) under Corporate Policies.

F. BOARD MEETINGS:

As per Section 173 of the Companies Act 2013, read with the rules made thereunder dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations 2015 (as amended). The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company.

The Board met 19 times during the financial year 2024-25 on 05.04.2024, 10.04.2024, 12.04.2024, 16.04.2024, 25.04.2024, 02.05.2024, 10.05.2024, 27.05.2024, 07.06.2024, 11.06.2024, 22.06.2024, 29.06.2024, 04.07.2024, 10.07.2024, 03.09.2024, 24.10.2024, 22.11.2024, 03.03.2025 and 18.03.2025 in accordance with the provisions of the Companies Act, 2013 and rules made there under.

Name of the Director	Category	Attendance Meeting No of Meetings which directors was entitled attend	of Board No of Meetings attended	No. of Equity shares held in the company as on March 31, 2025.	Attendance at the last Annual general Meeting
Dr. (Mrs.) Varsha Subhash Kamal	Managing Director	19	19	8639611	Yes
Mr. Subhash Ramavtar Kamal	Whole-time director	19	19	8265550	Yes
Mr. Ravindra Nagendra Hanchate	Non- Executive Independent Director	19	19	Nil	Yes
Mr. Vijay Prahladbhai Vyas	Non- Executive Independent Director	19	19	Nil	Yes
Mr. Priyesh Bharat Somaiya	Non- Executive Independent Director	19	19	Nil	Yes
Mr. Bhavin Kirit Gor*	Non Executive & Non- Independent Director	2	2	Nil	NA

*Mr. Bhavin Kirit Gor was appointed as a Non-Executive Non-Independent Director of the Company w.e.f 22^nd November, 2024.

G. COMMITTEES OF THE BOARD:

In terms of Companies Act, 2013, our Company has constituted the following Committees of the Board with effect from 2^nd May, 2024:

1) Audit Committee;

2) Nomination and Remuneration Committee;

3) Stakeholders Relationship Committee;

4) Corporate Social Responsibility Committee.

5) Tender committee (w.e.f. 10^th July, 2024)

AUDIT COMMITTEE:

All members of the audit committee possess strong knowledge of accounting and financial management.

Composition of Audit Committee are mentioned below:

Sr No.	Name of Director	Designation	Category
1.	Mr. Priyesh Bharat Somaiya	Chairman	Non-Executive Independent Director
2.	Mr. Vijay Prahladbhai Vyas	Member	Non-Executive Independent Director
3.	Dr. Varsha Kamal	Member	Managing Director

Company Secretary and Compliance Officer of our Company is acting as the Secretary to the Audit Committee.

Term of Reference

The powers, role and terms of reference of the Audit Committee are in line with the provisions of Section 177 of the Companies Act, 2013. The role of the Audit Committee is to provide oversight over the accounting systems, financial reporting, and internal controls of the Company.Every Audit Committee shall act in accordance with the terms of reference specified in writing by the Board which shall, inter alia, include,

Overseeing the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

Approving payments to statutory auditors for any other services rendered by the statutory auditors;

Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to: a. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013; b. Changes, if any, in accounting policies and practices and reasons for the same; c. Major accounting entries involving estimates based on the exercise of judgment by management; d. Significant adjustments made in the financial statements arising out of audit findings; e. Compliance with listing and other legal requirements relating to financial statements; f. Disclosure of any related party transactions; g. Qualifications in the draft audit report;

Reviewing, with the management, the quarterly financial statements before submission to the board for approval.

Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

Review and monitor the auditors independence and performance, and effectiveness of audit process.

Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

Discussion with internal auditors any significant findings and follow up there on.

Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

To review the functioning of the Whistle Blower mechanism.

Approval of appointment of CFO (or the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

Approval or any subsequent modification of transactions of the company with related parties.

Scrutiny of inter-corporate loans and investments.

Valuation of undertakings or assets of the Company, whenever it is necessary.

Evaluation of internal financial controls and risk management systems.

Review of management discussion and analysis report, management letters issued by the statutory auditors, etc.

Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/ investments existing as on the date of coming into force of this provision.

Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

During the year, the audit met on 2^nd May, 2024, 11^th June, 2024, 22^nd June, 2024, 29^th June, 2024, 4^th July, 2024, 3^rd September, 2024, 24^th October, 2024, 22^nd November, 2024 and 3^rd March, 2025.

NOMINATION AND REMUNERATION COMMITTEE

The Composition of Committee is as mentioned below:

Sr No.	Name of Director	Designation	Category
1.	Mr. Priyesh Bharat Somaiya	Chairman	Non-Executive Independent Director
2.	Mr. Vijay Prahladbhai Vyas	Member	Non-Executive Independent Director
3.	Mr. Ravindra N Hanchate	Member	Non-Executive Independent Director

Term of Reference

The terms of reference of the Nomination and Remuneration Committee inter-alia, include the following:

formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; for every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: i) use the services of an external agencies, if required; ii) consider candidates from a wide range of backgrounds, having due regard to diversity; and iii) consider the time commitments of the candidates. formulation of criteria for evaluation of Independent Directors and the Board; devising a policy on Board diversity; identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal; whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors; recommend to the board, all remuneration, in whatever form, payable to senior management;

During the year, the committee met on 2^nd May, 2024, 3^rd September, 2024, 22^nd November, 2024 and 3^rd March, 2025.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board of your Company has duly constituted Stakeholders Relationship Committee, pursuant to the requirements of Section 178 of the Act read with rules notified thereunder and listing Regulations.

The Committee addresses issues relating to the Redressal of grievances of shareholders including complaints related to transfer of shares, non-receipt of annual report and other related issues etc. in order to provide timely and efficient service to the stakeholders. The Composition of Committee in Committee meeting are mentioned below.

Sr No.	Name of Director	Designation	Category
1.	Mr. Priyesh Bharat Somaiya	Chairman	Non-Executive Independent Director
2.	Mr. Vijay Prahladbhai Vyas	Member	Non-Executive Independent Director
3.	Mr. Subhash Ramavtar Kamal	Member	Whole Time Director

Term of Reference:

The terms of reference of the Stakeholders Relationship Committee inter-alia, include the following:

resolving the grievances of the security holders of the Company, including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc; review of measures taken for effective exercise of voting rights by shareholders; review of adherence to the service standards adopted by the Company in respect of various services rendered by the registrar and share transfer agent; review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company; and

Formulate procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time; approve, register, refuse to register transfer or transmission of shares and other securities; sub-divide, consolidate and or replace any share or other securities certificate(s) of the Company; allotment and listing of shares; authorise affixation of common seal of the Company; issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company; approve the transmission of shares or other securities arising as a result of death of the sole/any joint shareholder; dematerialize or rematerialize the issued shares;

ensure proper and timely attendance and redressal of investor queries and grievances; carry out any other functions contained in the Companies Act, 2013 (including Section 178) and/or equity listing agreements (if applicable), as and when amended from time to time; and further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s).

During the year, the committee met on 2^nd May, 2024, 11^th June, 2024, 24^th October, 2024 and 18^th March, 2025.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board of your company had constituted the Corporate Social Responsibility Committee w.e.f May 02, 2024 pursuant to section 135 of the Companies Act, 2013. The Corporate Social Responsibility Committee comprises of:

Sr No.	Name of Director	Designation	Category
1.	Dr. (Mrs.) Varsha Kamal	Chairperson	Managing Director
2.	Mr. Subash Ramavtar Kamal	Member	Whole Time Director
3.	Mr. Priyesh Bharat Somaiya	Member	Non-Executive Independent Director

Term of Reference:

1. To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as per the Companies Act, 2013;

2. To review and recommend the amount of expenditure to be incurred on the CSR related activities to be undertaken by the company;

3. To institute a transparent monitoring mechanism for the implementation of the CSR projects, programs and activities undertaken the Company from time to time;

4. Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time.

During the year, the committee met on 11^th June, 2024, 22^nd November, 2024 and 3^rd March, 2025.

H. BOARD ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Nomination and Remuneration Committee has carried the evaluation of Boards performance, individual Directors, experience, expertise, attendance, performance and contribution in decision making.

The evaluation of all the Directors, Committees, Chairman of the Board, and working of the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Directors expressed their satisfaction with the evaluation process and outcome.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2025, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable accounting standards have been followed and there had been no material departure. b. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March 2025 and of the profit of the company for the year ended on that date. c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and preventing and detecting fraud and other irregularities. d. The directors have prepared the annual accounts on a going concern basis. e. The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively; and f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

STATUTORY AUDITORS

M/s Jignesh Savla & Associates (Firm Regn. No. 127654W), Chartered Accountants, Mumbai have been appointed as Statutory Auditors of the Company, as per the applicable provisions of the Companies Act, 2013 for a period of one year at the 11^th Annual General Meeting of the Company held on 30^th September, 2024 until the conclusion of ensuing Annual General meeting.

The Company has received a confirmation from M/s Jignesh Savla & Associates, Chartered Accountants, Mumbai statutory Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as statutory Auditors of the Company.

The Board of your company recommends the appointment of M/s Jignesh Savla & Associates, Chartered Accountants, Mumbai as statutory auditors for a term of five consecutive financial years from the conclusion of ensuing Annual General Meeting till the conclusion of 17^th Annual General meeting of the Company.

The statutory Auditors have issued an unmodified opinion on the financial statement for the financial year 2024-25 and the statutory auditors Report forming part of this Annual Report.

SECRETARIAL AUDIT REPORT

The Board of Directors at its meeting held on 3^rd September, 2024 had appointed CS Yogesh Dabholkar, Proprietor of Yogesh D Dabholkar & Co., Practicing Company Secretary, Dombivli (Membership No. F 6336, CP No 6752), as a Secretarial Auditor of the Company for the financial year 2024-25.

M/s. Yogesh D. Dabholkar & Co., Company Secretaries has conducted the Secretarial Audit for the said financial year in accordance with the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder. The Secretarial Audit Report for the Financial Year 2024-25 is attached herewith. The Secretarial Audit Report for the financial year 2024-25, contain qualification (ANNEXURE C).

Further, the Board of Directors of the Company at its meeting held on 9^th July, 2025, based on the recommendation made by the Audit Committee, and subject to the approval of the shareholders of the Company at the ensuing AGM, have approved the appointment of M/s. Yogesh D. Dabholkar & Co., Company Secretaries (Membership No. F6336, COP No. 6752), as the Secretarial Auditor of the Company for a term of five consecutive financial years, commencing from the Financial Year 2025-26 up to and including the Financial Year 2029-30, in terms of provisions of Regulation 24A of the Listing Regulations.

AUDIT OBSERVATIONS

Statutory Audit: There is no Audit observation during the financial year 2024-25 as provided by the Statutory Auditors. The Statutory Auditors have not reported any fraud during the financial year 2024-25.

Secretarial Audit: The Board of Directors acknowledge the observations concerning the the maintenance of the Structured Digital Database (SDD), as required under the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Management Reply

Regarding the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board is enhancing the structured communication process for UPSI and working on strengthening Structured Digital Database (SDD). Furthermore, the Board is in the process of identifying connected persons and ensuring all disclosures from designated persons / connected persons are received as required. The Board is committed to maintaining rigorous adherence to the Securities and Exchange Board of India (SEBI) regulations, the Companies Act, 2013, and other relevant guidelines.

COST AUDIT & RECORDS

The provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014 is not applicable to Company for the financial year ended 31^st March, 2025 during the year under the review therefore company is not required to maintained cost records.

LISTING:

The Equity Shares of the Company are listed on SME Emerge Platform of National Stock Exchange of India Limited w.e.f. 12^th July, 2024.

OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31, 2025, on its website at https://www.effwa.co.in/annual-return.php

b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO:

Conservation of energy is utmost significance to the company operations of the company are not energy intensive. However, every effort is made to ensure the optimum use of energy by using energy efficient computers, processes and other office equipment. Constant efforts are made through regular / preventive maintenance and upkeep of existing electric equipment to minimize breakdowns and loss of energy.

The information pursuant to Section 134(m) of the Companies Act, 2013 read together with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption is annexed hereto and forms part of this Report as "ANNEXURE D".

c. RISK MANAGEMENT POLICY

A key factor in determining a Companys capacity to create sustainable value is the risks that the Company is willing to take strategic and operational levels and its ability to manage them effectively.

Many risks exist in a companys operating environment and they emerge on a regular basis. The Companys Risk Management processes focus on ensuring that these risks are identified on a timely basis and addressed. In our company, audit committee has an additional oversight in the area of financial risks and its controls. The management of the Company from time to time is identifying other major operational risks.

The provisions regarding the mandatory constitution of Risk Management Committee is not applicable to your Company.

POLICY ON APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration Committee of the Board has framed a policy for selection and appointment of Directors and senior management personnel, which inter alia includes the criteria for determining qualifications, positive attributes and independence of a Director(s)/ Key managerial personnel and their remuneration. The nomination and remuneration policy are available on the website of the Company at https://www.effwa.co.in/corporate-policies.php

d. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place Policy for prevention of sexual harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the financial year ended 31^st March, 2025

(a) Number of complaints pending at the beginning of the year - Nil (b) Number of complaints received during the year - Nil (c) Number of complaints disposed of during the year - Nil (d) Number of cases pending at the end of the year Nil

e. DETAIL OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER

IBC DURING THE FINANCIAL YEAR:

The Company has not made any application under Insolvency and Bankruptcy Code, 2016 and no proceeding is pending against the Company under Insolvency and Bankruptcy Code, 2016.

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

The Company has not made any onetime settlement with the Bank hence the disclosure under the above is not applicable.

g. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board of Directors of your Company are responsible for ensuring that the Internal

Financial Controls ("IFC") are laid down in the Company and that such controls are adequate and are operating efficiently and effectively. The Companys IFC policies are commensurate with its requirements and are operating effectively.

The Internal Financial Controls covered the policies and procedures adopted by the Company for ensuring orderly and efficient conduct of business including adherence to the

Companys policies, safeguarding of the assets of the Company, prevention and detection of fraud and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

h. VIGIL MACHANISM/ WHISTLEBLOWER

The Company has established a Vigil Mechanism and oversees the genuine concerns expressed by the employees and other directors. Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairperson of the Audit Committee in exceptional cases. Vigil Mechanism (Whistle Blower) Policy has been hosted by the company on its website. Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Policy as approved by the Board, and has also been posted on the Companys website at https://www.effwa.co.in/corporate-policies.php

i. GENERAL:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ events relating to these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. Issue of Shares (including sweat Equity shares) to employees of the Company under any Scheme;

3. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3) (c) of the Act).

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and

Analysis Report, describing the Companys objectives, projections, estimates and expectations may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

FOR AND ON BEHALF OF THE BOARD
EFFWA INFRA AND RESEARCH LIMITED
(Formerly known as Effwa Infra & Research Private Limited)
DR. (MRS.) VARSHA KAMAL	MR. SUBHASH KAMAL
MANAGING DIRECTOR	WHOLE TIME DIRECTOR
DIN: 00270314	DIN: 00255160
Date: 9th July, 2025
Place: Thane