Envair Electrodyne Ltd Directors Report

To,

The Members,

Envair Electrodyne Limited.

Your Directors hereby present the 43^rd Annual Report on the Business and Operations together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2025 ("FY 2024-25").

1. FINANCIAL HIGHLIGHTS:

The financial figures for the year under review along with previous financial year are given below:

Particulars	Current Year 2024-25	Current Year 2023-24
Revenue from operations		39.72
Add: Other income	76.99	29.46
Total income	76.99	69.18
Profit before Taxes & Other adjustments	17.76	(109.54)
Exceptional item
Profit before Taxes	17.76	(109.54)
Less: Provisions for Taxes
Less :Current Tax
Income Tax Earlier Year	64.29	(46.81)
Add/ (Less) Deferred Tax		18.73
Profit/Loss for the period	(46.53)	(81.46)
Add: Item not classified to profit & loss	103.30
Total Comprehensive Income	56.78	(81.46)

2. REVIEW OF OPERATIONS:

During the year under review, the Company earned total revenue of Rs. 76,99,395/- (Seventy Six Lakhs Ninenty Nine Thousand Three Hundred Ninety Five only) for FY 2024-25 including other income as against total revenue of Rs. 69,17,507/ - (Sixty-Nine Lakhs Seventeen Thousand Five Hundred Seven Only/-) for FY 2024-25. The Loss after Tax 46,52,688 (Forty Six Lakhs Fifty Two thousand Six Hundred Eighty Eight) is as against Loss after tax was Rs. 81,45,533 (Eighty One Lacs Forty Five Thousand Five Hundred Thirty Three) for FY 2023-24.As Your Company is undertaking active efforts towards accelerating the growth speed and is optimistic about better performance in the future.

3. MATERIAL CHANGES AND COMMITMENTS

There has been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report other than as mentioned in the Operations section of this Directors Report.

There has been no change in the nature of the Companys business.

4. DIVIDEND:

In the view of the loss incurred by the Company during the year under review and based on the Companys financial performance, the Board of Directors do not recommend any dividend on equity shares for the Financial Year ended on March 31, 2025.

5. CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

There was no change in the registered office of the company during the financial year 2024-2025.

6. TRANSFER TO RESERVES:

During the financial year under review, the Company has not made any transfer to reserves.

7. SHARE CAPITAL:

Authorized Share Capital

During the FY 2024-25, there was no change in the Authorized Share Capital of the Company. The Authorised Share Capital of the Company as on March 31, 2025 was Rs. 5,50,00,000/- (Rupees Five Crore Fifty Lakhs Only) divided into 55,00,000 (Fifty-Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Issued, Subscribed, Paid-up Share Capital

During the FY 2024-25, there was no change in the Issued, Subscribed and Paid up Share Capital of the Company. The Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2025, was Rs. 4,64,00,000/- (Rupees Four Crores Sixty-Four Lakhs Only) divided into 46,40,000 (Forty-Six Lakhs Forty Thousand Only) Equity Shares of Rs. 10/- (Rupee Ten Only) each. The company has not transfer any equity share(s) to Demat Suspense Account during the year.

8. PUBLIC DEPOSIT:

During the FY 2024-25, the Company has not accepted any deposits from public/members within the meaning of Section 73 and 76 of the Companies Act, 2013 (the Act") read with Companies (Acceptance and Deposits) Rules, 2014.

9. ANNUAL RETURN:

Pursuant to Section 92(3), read with Section 134(3)(a), of the Act, a copy of the Annual Return of the Company as on the Financial Year ended 31 March, 2024, in Form No. MGT-7, can be accessed on the website of the Company, at www.envair.in.

Further, pursuant to Section 92(3) of the Act, the Annual Return of the Company as on the Financial Year ended 31 March, 2025, is uploaded on the website of the Company i.e. www.envair.in.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

LIST OF DIRECTORS AS ON 31^st MARCH 2025

S.no Name	Designation	DIN
1 ANIL NAGPAL	Managing Director	01302308
2 HARISH KUMAR AGARWAL	Director	02185002
3 RASHMI SHARMA	Independent Director	10383903
4 SATISH KUMAR AVASTHI	Independent Director	10242262

Changes During the Financial Year 2024-25

During the Financial Year No Changes were occurred:

Retirement by rotation:

In accordance with the provisions of Section 196, 197 and any other applicable provisions of the Companies Act, 2013 ("Act") and the rules made there under, as amended from time to time, read with Schedule V to the Act, and Articles of Association of the Company and subject to the approval of Central Government or other Government authority/agency/board, Mr. Anil Nagpal (DIN- 01302308) Director, who is liable to retire by rotation at the ensuing Annual General Meeting ("AGM"), being eligible, offers himself for re-appointment.

Declaration from Independent Directors:

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, and as per the Ministry of Corporate Affairs Notification dated October 22, 2019 the Independent Directors of the Company have included their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affair.

Re-appointment of Independent Directors: Not Applicable

Remuneration to Non-Executive Directors

During the financial year under review, the Non-Executive Directors (NEDs) of the Company 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/Committee of the Company.

Key Managerial Personnel (KMP):

Pursuant to the provisions of Section 2(51) and Section 203 of the Act, the following are KMPs of the Company as on March 31, 2025:

Sr. No. Name of the KMP	Designation
1. Mr. Anil Nagpal	Chairman & Managing Director
2. Ms. Avneet Kaur	Company Secretary
3. Mr. Vijay Kumar Sharma	Chief Financial Officer

11. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Act, your Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the directors have 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 loss of the Company for that period;

c. the directors have 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 have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. MEETINGS OF THE MEMBERS

The Last i.e. the 42^nd Annual General Meeting of the Company for the financial year 2023-2024 was held on 28/09/2024 through video conferencing.

13. PARTICULARS OF THE EXTRA-ORDINARY GENERAL MEETING OF THE COMPANY HELD DURING THE YEAR

There was no Extra Ordinary General Meeting held during the year under consideration.

14. AMOUNT PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amount proposed to be carried to reserves have been covered as part of the financial performance of the company.

15. ANNUAL PERFORMANCE EVALUATION BY THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

The Nomination and Remuneration Committee of the Board has formulated and laid down Criteria and Manner for Evaluation of Performance of the Board, its Committees and individual Directors pursuant to provisions of Section 178 of the Act and Listing Regulations. As per requirements of Section 134 of the Act, the manner in which formal annual evaluation has been made is disclosed below -

Board: In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, with regards to various criteria such as Board composition, Board processes and Board dynamics. The Independent Directors, at their separate meeting, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board: The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board with regards to various criteria such as committee composition, committee processes and committee dynamics. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Individual Directors: In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters such as qualification, experience, availability and attendance, integrity, commitment, governance, independence, communication, preparedness, participation and value addition. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board.

Meeting of Independent Directors: The Independent Directors of the Company have on 11^th March 2025 held a separate meeting without the attendance of Non-Independent Directors and members of the management for evaluation of the performance of Non-Independent Directors, the Board as a whole and Chairman of the Company and for consideration of such other matters as required under the provisions of the Act and the Listing Regulations.

16. MEETINGS OF THE BOARD:

The Board met at regular interval to discuss and decide on affairs, operations of the Company and to supervise and control the activities of the Company.

During the year under review, 5 (Five) Board Meetings were held i.e. on 27^th May 2024, 13^th August 2024, 30^th August 2024, 12^th November 2024, 10^th February 2025. The intervening gap between the two consecutive Board meetings did not exceed the period prescribed by the Act, Listing Regulations, Secretarial Standard on Board Meetings (SS-1) issued by ICSI..

The details of attendance of the Directors at the meetings held during the year under review are stated herewith:

Sr. No. Name of Directors	Category	Number of Meetings which directors were entitled to attend	No. of Board Meetings attended
1 Mr. Anil Nagpal	Chairman & Managing Director	5	5
2 Mr. Harish Kumar Agarwal	Director	5	5
3 Mr. Satish Kumar Avasthi	Independent Director	5	5
4 Ms. Rashmi Sharma	Independent Director	5	5

COMMITTEES OF THE BOARD:

As required under the applicable provisions of the Act, the Company has constituted following Statutory Committees of the Board viz.:

1. Audit Committee;

2. Stakeholders Relationship Committee; and

3. Nomination and Remuneration Committee.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Act:

During the FY 2024-25, the Committee met 5 (Five) times i.e. on 27^th May 2024, 13^th August 2024, 30^th August 2024 ,12^th November 2024, 10^th February 2025.

The composition of the Committee and attendance details for the meetings held during FY 2023-24, is as follows:

Name of Director	Designation	Number of Meetings which directors were entitled to attend	No. of Meetings attended
Mr. Harish Kumar Agarwal	Member	5	5
Mr. Satish Kumar Avasthi	Chairman	5	5
Ms. Rashmi Sharma	Member	5	5

All members are financially literate and bring in expertise in the fields of finance, accounting, development, strategy and management.

The minutes of the meetings of the Committee are placed before and noted by the Board. All the recommendations made by the Committee during the year under review were accepted by the Board.

STAKEHOLDERS RELATIONSHIP COMMITTEE AND ITS COMPOSITION:

The company has duly established & hold stakeholder & Relationship Committee meeting on 28^th October 2024 & 16^th January 2025.

Name of Director	Designation	Number of Meetings which directors were entitled to attend	No. of Meetings attended
Mr. Harish Kumar Agarwal	Member	2	2
Ms. Rashmi Sharma	Member	2	2
Mr. Satish Kumar Avasthi	Chairman	2	2

NOMINATION AND REMUNERATION COMMITTEE AND ITS COMPOSITION:

The company has duly established Nomination & Remuneration Committee. The Committee has presented to the Board the policy with respect to remuneration to the Directors, Key Managerial Personnel and other employees.

During the FY 2024-25, the Committee met 1 one time i.e. on 30^th August 2024.

Name of Director	Designation	No. of Meetings attended
Mr. Harish Kumar Agarwal	Member	1
Mr. Satish Kumar Avasthi	Chairman	1
Ms. Rashmi Sharma	Member	1

17. DETAILS OF FAMILIARIZATION PROGRAMME

The details of the programme for familiarization of independent directors with the company, their roles, rights, responsibilities in the company, nature of industry in which the company operates and related matters are posted on the website of the company at http://www.envair.in.

18. HOLDING/SUBSIDIARY/ASSOCIATE COMPANIES

As on 31^st March, 2025, the Company has no Subsidiaries/Joint Venture/ Associate Company. During the financial year, the Company the Company did not acquire or liquidate any subsidiary/Joint Venture/Associate. Same is attached as Annexure-I.

19. SECRETARIAL AUDITORS AND THEIR REPORT:

The appointment of M/s. Sanger & Associates, Company Secretaries, as Secretarial Auditors of the Company has been proposed for a term of five years, commencing 1st April, 2025 upto 31st March, 2030, to conduct the Secretarial Audit of the Company, subject to approval of Shareholders at the ensuing Annual General Meeting of the Company. The said appointment is in accordance with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, as well as the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder. The consent for the said appointment has been received from M/s. Sanger & Associates. The Secretarial Audit Report is annexed as Annexure II and forms an integral part of this report. There is no qualification in the secretarial audit report for the financial year under review.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has formulated Vigil Mechanism /Whistle Blower Policy for Directors and Employees in order to keep high standards of ethical behavior and provide safeguards to whistle blower. The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the Companys website at www.envair.in.

21. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. Details of this policy are set out in the Corporate Governance Report which forms an integral part of this Report. This policy is in consonance with the existing policy of the Company. The Nomination and Remuneration Policy as approved by the Board is placed on the Companys website i.e., www.envair.in.

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There were no significant or material orders passed by any regulator, court or tribunal that would impact the going concern status of the Company or have a bearing on Companys operations in future.

23. RISK MANAGEMENT FRAMEWORK

The Company has adopted a Policy on Risk Management to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the Companys business. In order to achieve the key objective, this Policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

The details of the Risk Management framework are provided as a part of Management Discussion and Analysis Report which is included separately in this Annual Report.

24. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every company including its holding or subsidiary and a foreign company, which fulfills the criteria specified in subsection (1) of section 135 of the Act shall comply with the provisions of Section 135 of the Act and its rules.

Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act, your Company is not required to constitute a Corporate Social Responsibility ("CSR") Committee.

25. POLICY ON BOARD DIVERSITY AND SUCCESSION PLANNING FOR THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT:

A Policy on Board Diversity and Succession Planning for the Board of Directors and Senior Management as devised by the Nomination and Remuneration Committee is in place, to ensure adequate diversity in the Board of Directors of the Company and for orderly succession for appointments on the Board of Directors and Senior Management.

26. STATUTORY AUDITORS AND AUDITORS REPORT:

The Company has obtained written consent and a certificate from M/s M. L. Bhuwania & Co. confirming their compliance with the criteria specified under Section 141 of the Act for the appointment of auditors. Additionally, the Certificate also verifies that their appointment as auditors falls within the limits prescribed under Section 139 of the Act. On 42^nd AGM M/s M. L. Bhuwania & Co. was appointed as Statutory Auditors of the Company upto the conclusion of next Annual General Meeting and now board also re-appoint auditors in their meeting held on 28^th August 2025 for a period of 1 year subject to approval of shareholders.

The Auditors Report does not contain any qualification, reservation or adverse remark. The Notes on Financial statements referred to in the Auditors report are self-explanatory and do not call any further comments.

27. DETAILS OF FRAUD AS REQUIRED UNDER SECTION 134(3)(CA) OF THE COMPANIES ACT READ WITH RULE 13 OF THE COMPANIES (AUDIT AND AUDITORS) RULES, 2014.

There were no frauds reported by the auditors under section 143(12) of Companies Act, 2013 during their course of audit for the financial year 2024-2025.

28. INTERNAL AUDITOR:

In terms of the provisions of Section 138 of the Companies Act 2013, the company has Appointed M/s D Kaur & Associates for carrying out internal audit for Financial Year 2025-26.

29. INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Companys internal control systems are adequate and commensurate with the nature and size of the Company and it ensures:

• Timely and accurate financial reporting in accordance with applicable accounting standards.

• Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

• Compliance with applicable laws, regulations and management policies.

30. MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148(1) of the Act and rules made thereunder, maintenance of Cost Records or Cost Audit was not applicable to the Company during the year under review.

31. LIQUIDITY

Your Company maintains sufficient cash to meet our strategic objectives. We clearly understand that the liquidity in the Balance Sheet is to ensure balance between earning adequate returns and the need to cover financial and business risks. Liquidity also enables your Company to position itself for quick responses to market dynamics.

32. PARTICULARS OF LOANS, GUARANTEES, AND INVESTMENTS:

The particulars of Loans, Guarantees and Investments made by the Company, falling under the purview of Section 186 of the Act, are given in the notes to the Financial Statements, as included in this Annual Report.

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 and the particulars of the contracts or arrangements with related parties referred to in Section 188 (1), as prescribed in Form AOC-2 as Annexure-III. The related party transaction was at arms length and under normal course of business. Your Directors draw the attention of the members to Note No. 29 to the financial statement, which sets out related party disclosures.

There were no materially significant related party transactions entered into by the Company during the year, which may have a potential conflict with the interest of the Company at large. The policy on materiality of related party transactions and on dealing with related party transactions as approved by the Audit Committee and Board of Directors is uploaded on the Companys website www.envair.in.

34. PARTICULARS OF LOANS ACCEPTED FROM DIRECTORS OR RELATIVES OF DIRECTORS:

During the year under review, no loans have been accepted from any director or their relative.

35. PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure IV of this report.

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The details of the same are given in Annexure IV of this Report.

36. STOCK EXCHANGE:

The Equity Shares of the Company are listed on BSE Limited. The Company has paid the Annual listing fees for the financial year 2024-25 to the said Stock Exchange.

37. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

There have been no material changes and commitment that would have an impact on the financial positions of the Company occurred between the end of the FY 2024-25, to which this financial statement relates, and the date of this report.

38. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised robust systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). During the year under review, the Company has diligently complied with all the relevant provisions of these secretarial Standards.

39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As the business and activities of the Company does not involve any manufacturing activity right now, the information required to be provided under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of Conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the financial year under review as disclosed in annexure-V.

40. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Companys goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences and other factors, and contribute to the best of their abilities. In line to make the workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). Further, the Company has complied with the provisions under the POSH Act relating to the framing of an anti-sexual harassment policy and the constitution of an Internal Committee.

The Company has not received any complaints of work place complaints, including complaints on sexual harassment during the year under review.

41. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

42. VALUATION FOR ONE TIME SETTLEMENT WITH BANK AND FINANCIAL INSTITUTION:

The Company has not made any valuation for one-time settlement with banks and financial Institution. Hence, there is no reason for elaboration on the said aspect.

43. DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, no application was made or any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.

44. MANAGEMENT DISCUSSION & ANALYSIS:

The Company has realised its investment in Land and Building in Pune and is now looking for investment avenues to deploy its cash in new businesses. The management and the board are evaluating proposals to setup new manufacturing projects. Given the experience and expertise of the owners in setting up new manufacturing facilities - the Company will soon utilize its cash resources to improve its return to shareholders. Meanwhile, the Company in the 2023 has purchased 1,43,750 shares of USD 1.05 each of Alliance-Asia Pac Pte Ltd- Singapore.

Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations is attached as Annexure VI of this Report. It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations/performance of the Companys various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the Financial Year 2024-25.

45. CORPORATE GOVERNANCE

The provisions related to Corporate Governance Report as given in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

However, the Company strives to ensure that best corporate governance practices are identified, adopted and consistently followed. It is ensured, that the practices being followed by the Company are in alignment with its philosophy towards Corporate Governance. The Company believes that good corporate governance is the basis for sustainable growth of the business and effective management of relationship among constituents of the system and always works towards strengthening this relationship through corporate fairness, transparency and accountability. Your Company give prime importance to reliable financial information, integrity transparency, fairness, empowerment and compliance with law in letter and spirit.

46. STATUTORY DISCLOSURES

• The financial statements of the Company are placed on the Companys website www.envair.in.

• The directors responsibility statement as required by section 134(5) of the Act, appears in this report.

• There is no change in the nature of business of the Company during Financial Year 2024.

• A Cash Flow Statement for Financial year 2024-25 is attached to the Balance Sheet.

ACKNOWLEDGEMENT:

Your Board takes this opportunity to place on record their appreciation for the dedication and commitment of employees shown at all levels. Your Board also wishes to place on record its appreciation for the services rendered by its auditor, consultants business partners, Bankers, Service Providers as well as regulatory and government authorities for extending support and placing their faith and trust on the Board.

	For Envair Electrodyne Limited
Date:28-08-2025
Place: Pune	Sd/-	Sd/-
	Anil Nagpal	Harish Kumar Agarwal
	Managing Director	Director
	DIN: 01302308	DIN: 02185002