Felix Industries Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 13^th Annual Report of your Company together with the Audited Financial Statements of Accounts for the financial year ended 31stMarch, 2025.

I. FINANCIAL RESULTS:

The audited standalone and consolidated financial statements of the Company as on 31stMarch 2025, are prepared in accordance with the relevant applicable Accounting Standards and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

Particulars	Standalone		Consolidated
	F. Y 24-25	F.Y 23-24	F. Y 24-25	F.Y 23-24
Sales	3068.80	2886.03	3682.19	3390.48
Other Income	237.93	127.47	552.26	188.19
Total Income	3306.73	3013.50	4234.45	3578.67
Less: Expenditure	(2253.12)	(2480.62)	(3034.97)	(2922.03)
Profit/Loss before interest, depreciation and tax	1143.10	617.70	1378.82	752.00
Less: Interest	47.48	55.43	102.99	59.82
Less: Depreciation & Amortization cost	42.01	29.39	76.35	35.54
Profit/(Loss) before Tax	1053.61	532.88	1199.48	656.64
Less: Tax Expense	(301.89)	(157.13)	(288.15)	(155.60)
Profit/(Loss) after Tax 751.72 375.74			911.33	501.04

II. COMPANYS PERFORMANCE:

Apart from BOOT (Build-Own-Operate-Transfer) and EPC (Engineering, Procurement, and Construction) contracts, your Company also maintains a robust and steady stream of revenue through its ongoing Operation and Maintenance (O&M) services.

Total Consolidated Income for the FY 2024-25 was INR 4234.45 Lakhs as against INR 3578.67 Lakhs in the previous year and the total Standalone Income for the FY 2024-25 was INR 3306.73 Lakhs as against INR 3013.50 Lakhs in the previous year.

Consolidated and Standalone EPS (before exceptional items) of the Company for the FY 2024-25 was INR 6.87 as against INR 5.77 in the previous year and INR 5.66 as against INR 4.33 in the previous year respectively.

Key Orders Received

Order Details	Nature of Contracts	Value(INR in Lakhs)
550 KLD RO	EPC	594.72
500 KLD ZLD+500 KLD WTP	Lease Contracts	6363.93
75 KLD ZLD	EPC	142.78
Operation & Maintenance of Water Injection Plants	O&M	1703.01

III. STATE OF COMPANYS AFFAIR:

During the year under review, the company has made a net profit and the management is optimizing that the growth of the company will be on better track and doing well in the upcoming Financial Year. As, the Company has good orders in hand and Directors of your company are expecting to achieve much more net profit during the year Financial Year in comparing to the Previous Financial Year.

Further, in view of financial aspects, the position of the company is better than earlier and its compete to complete the order in hand in upcoming period of time in easy and smooth manner.

IV. DIVIDEND:

The Board of Directors of your Company after considering various factors, business strategies and investment requirements for Growth Capital decided to conserve funds to maximize the Shareholders wealth on a long run and hence did not recommend any dividend during the FY 2024-25.

V. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended March 31, 2025.

VI. SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS

Subject to the applicable Provisions of the Companies Act, 2013 read with various Circulars and notifications issued from time to time, all documents, including the notice and Annual Report will be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members.

VII. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has not issued Dividend in the earlier financial years, hence the provision of Section 125 of the Companies Act, 2013 is not applicable to the company.

VIII. CHANGE IN THE NATURE OF THE COMPANYS BUSINESS:

During the year under review, there was no any change in the nature of the companys business.

IX. CHANGE IN THE SHARE CAPITAL OF THE COMPANY:

Authorised Capital

During the year under review, there has been no change to the authorized share capital of the Company and continues to remain at INR19,00,00,000/- (Rupees Nineteen Crore Only) divided into 1,90,00,000 (One Crore Nineteen Lacs Only) Equity Shares of 10/- each.

Issued, Subscribed & Paid-up Capital

The Issued, Subscribed and Paid Up Capital of the company is 13,67,30,700/- (Thirteen Crore Sixty Seven Lakhs Thirty Thousand Seven Hundred Only) Equity Shares of 10/- Only (Rupees Ten Only).

X. ISSUE AND ALLOTMENT OF CONVERTIBLE WARRANTS

The Company issued and allotted 57,00,000 (Fifty-Seven Lakhs Only) Fully Convertible Warrants ("Warrants"), each convertible into or exchangeable for one fully paid-up equity share of face value 10/- (Rupees Ten Only) at an issue price of 175/- per Warrant, including a premium of 165/- per Warrant. The issuance was made on a preferential basis pursuant to shareholders approval obtained through a Special Resolution passed at the Extra-Ordinary General Meeting ("EGM") held on 27^th January, 2024.

Out of the above 57,00,000 Convertible warrants, the Company has allotted 12,30,070 Equity Shares of face value 10/- (Rupees Ten Only) each (cumulatively) upon conversion of warrants issued during the year.

It is further informed that the trading approval for 1,41,000 Equity Shares out of 12,30,070 equity shares allotted upon conversion of warrants was received from the National Stock Exchange (NSE) subsequent to the end of the financial year 2024 25.

XI. DETAILS OF UTILIZATION OF FUND RAISED THROUGH PREFERENTIAL/STATEMENT OF DEVIATION

There is no deviation or variation in the use of funds raised through Preferential Issue of Convertible Warrants from the objects stated in the Explanatory Statement to the Notice of EGM of the Company dated January 02,2024.Original Object	Modified Object, if any	Original Allocation	Modified allocation, if any	Funds Utilised	Amount of Deviation/ Variation for the quarter according to applicable object	Remarks if Any
To Further Strengthen the Companys Capital Base and to augment the long- term resources for meeting funding requirements of its business activities including BOOT Projects, Assets Acquisitions, Acquisitions of Plant and Machinery and other Fixed Assets to fund Subsidiary Company in Oman by Loan and/or Equity Participation,further expansion plans/activities,financing the future growth opportunities, to working capital requirements and to meet general corporate purposes.	N.A	4110.04 (Out of 9975.00)	N.A	4110.04 (Out of 9975.00)	NIL	None

XII. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company have the Subsidiaries, and Associate Company for the financial year ended on March 31, 2025 and a statement containing the salient features of financial statement of our subsidiary in form AOC-1 is attached as "Annexure-A".

XIII. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for time being in force). Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

XIV. MATERIAL CHANGES AND COMMITMENT:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

XV. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the period under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

XVI. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

Regulators There are no any significant or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

XVII. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has complied with the applicable provisions of Section 186 of the Act during the year. Pursuant to Section 186 of the Act, details of the Loans and advances made by the company are provided in Note 11 of the Financial Statement.

XVIII. PARTICULARS OF CONTRACTS OR

ARRANGEMENTS MADE WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013, as amended from time to time, the Company has a policy on Related Party

Transactions which is approved by the Board which inter-alia defines the process for identifying, reviewing, approving and monitoring of Related Party Transactions. The policy is available on the Companys website at www.felixindustries.co.

As the Company has not entered into any material related party transactions during the year, Form AOC-2 is not attached herewith.

XIX. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as "Annexure-B".

XX. SECRETERIAL STANDARDS

The Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

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

[A] Consumption Of Energy & Technology Absorption:

The details as required under Section 134 (3) (m) of the Companies Act, 2013, in respect of Conservation of Energy, Technology Absorption are provided in "Annexure-C" of this report.

[B] Foreign Exchange Earning & Outgo:

Foreign Exchange Earning: INR 4,45,24,497/- (Value of exports in FOB Basis).

Foreign Exchange Outgo: INR 26,10,487/-

XXII. REGISTRAR AND SHARE TRANSFER AGENT OF THE COMPANY:

M/s. Big Share Services Pvt. Ltd. is our registrar and share transfer agent of the company.

XXIII. BOARD OF DIRECTORS

Your Company, being professionally managed, is functioning under the overall supervision and guidance of the Board consisting of six (6) Directors with two (2) Independent Directors including an Independent Woman Director, one (1) Non Executive Non - Independent Director and two (3) Executive Directors.

a. Composition of Board

Name of Directors	Designation	Category	No. of Board Meeting held during the year	No. of Board Meeting attended during the year
Mr. Ritesh Vinay Patel	Managing Director	Promoter Executive	08	08
Mr. Vinay Rajnikant Patel	Whole Time Director and CEO	Promoter Executive Director	08	08
Mrs. Mayuri Vinay Patel(1)	Director	Non- Executive Director	01	01
		Non- Independent Director
Mrs. Nivedita Dinkar(2)	Director	Non-Executive Independent	07	03
Mr. Niren Atinbhai Desai	Director	Non-Executive Independent	08	05
Mr. Rushi Jani(3)	Director	Non-Executive Professional	06	06

a. Composition of Board (Contd.)

Name of Directors Designation	Category	No. of Board Meeting held during the year	No. of Board Meeting attended during the year
Mrs. Shital Barot(4) Director	Non-Executive Independent	07	06
Mr. Nishant Sharma(5) Additional Director	Director-Finance	01	01
(1) Resigned from the directorship of the company w.e.f. 29th	May, 2024.
(2) Resigned w.e.f. 11th February, 2025.
(3) Appointed as an Additional Director w.e.f. 29th May, 2024.
(4) Appointed as an Additional Director w.e.f. 29th May, 2024.
(5) Appointed as additional executive director of the company w.e.f 14th February, 2025.

b. Key Managerial Personnel:

Pursuant to the provision of section 203 of the Companies Act,2013 that they (‘the Act,) Mr. Ritesh Patel, Managing Director, Mr. Vinay Rajnikantbhai Patel CEO & Whole-time Director, Mr. Uday C. Shah, Chief Financial Officer, Mrs. Hena Harshal Shah, Company Secretary of the Company are the key managerial personnels of the company on 31^st March, 2025.

c. Appointment/Resignation of Directors:

Mr. Niren Desai was appointed as an Additional Director in the category of Independent Director of the company on 15^th February, 2024 for a term of five years, subject to the approval of the shareholders. Subsequently, he was regularized as an Independent Director of the Company with effect from 30^th September, 2024.

Mr. Rushi Jani was appointed as an Additional Director in the Non-Promoter and Non-Independent category of the Company on 29^th May, 2024. Subsequently, he was regularized as a Non-Executive Director under the Professional category with effect from September 30, 2024.

Mrs. Shital Barot was appointed as an Additional Director in the category of Independent Director of the Company on 29^th May, 2024, for a term of five years, subject to the approval of the shareholders. Subsequently, she was regularized as an Independent Director of the Company with effect from 30 ^th September, 2024.

Mr. Nishant Sharma was appointed as Additional Director under the category of Director -Finance w.e.f 14^th February, 2025.

d. Retirement by rotation and subsequent re-appointment:

Mr. Rushi Jani (DIN: 10445308) is liable to retire by rotation at the 13^th AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of Company and being eligible have offered himself for reappointment. Appropriate resolutions for the re-appointment are being placed for your approval at the ensuing AGM.

The brief resume of the Directors and other related information has year under been detailed in the Notice convening the 13thAGM of your Company.

e. Declaration of Independence:

Mr. Niren Atinbhai Desai and Mrs. Shital Barot were the Independent Directors of the company during the financial year ended on March 31,

2025. The Company has received declarations from all the Independent Directorsconfirming the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1) (b) of Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time being in force).

The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee of the Company.

f. Evaluation of Boards Performance:

Pursuant to the Provisions of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, performance of the Chairman, the Committees and independent Directors without Participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate meeting without the presence of any non-independent directors and management and considered and evaluated the Boards performance, performance of the Chairman and other non-independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director.

g. Meeting of Board and Committee:

The Board of Directors of the Company met (08) Eight times during the financial year ended March 31, 2025, i.e. on 16^th May, 2024, 30^th May, 2024, 12^th June, 2024, 19^th August,2024, 03^rd September, 2024, 14^th November, 2024, 28^th January, 2025 and 14^th February, 2025. Details of attendance of meetings of the Board and its Committees are included in this report.

The Independent Directors of the Company met on 14^th February, 2025 duringthefinancial. The Meeting was conducted in an informal manner without the presence of the Chairman, Executive Directors, Chief Financial officer, Company Secretary and any other Managerial Personnel.

h. Board Committees:

As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board of Directors has (a) Audit Committee (b)Nomination and Remuneration Committee and (c) Stakeholders Relationship Committee. A detailed note on the composition of the Committees, role and responsibilities assigned to these Committees etc. are included in this report.

XXIV. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Directors of our Company confirm that:

a) In the preparation of the annual accounts for the financial year ended 31^st March, 2025, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), have been followed and there are no material departures from the same;

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 your Company as at 31stMarch, 2025 and of the profit and loss of the Company for the financial year ended 31^st March, 2025;

c) Proper and adequate accounting records in accordance with the provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

e) The directors had laid down internal financial followed by the company and that such internal financial controls are adequate and were operating effectively;

f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system wereadequateandoperating

XXV. CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives ("Code") as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in the Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Companys obligation to maintain a structured digital database ("SDD"), mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. To increase awareness on the prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfill their obligations, regular trainings have been imparted to all designated persons by the Company.

XXVI. EXTRACT OF ANNUAL RETURN:

Pursuant to the Provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at March 31, 2025 is hosted on your Companys website at www.felixindustries.co.

XXVII. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/activities as mandated by applicable regulations, which concern the Company and need a closer review. The composition and terms of reference of all the Committees are in compliance with the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as applicable. During the year, all the recommendations made by the respective Committees were accepted by the Board. All observations, recommendations and decisions of the Committees are placed before the Board for information or for approval. The Board Committees request special invitees to join the meeting, as and when appropriate. controlstobe The Company have Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee.

[A] Audit Committee:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013;

The Audit Committee was reconstituted on May 29, 2024 and subsequently re-constituted on February 14, 2025 following the end of financial year. The composition of the Committee is in conformity with the provisions of the said section.

Composition:

The details of composition of Audit Committee are as follows:

Sr. No.	Name	Designation	Position In Committee	No. of meeting held	No. of meetings attended
1.	Mr. Niren Atinbhai Desai	Independent Director	Chairman	04	03
2.	Mrs. Shital Barot (1)	Independent Director	Member	04	03
3.	Mr. Ritesh Vinay Patel	Managing Director	Member	04	04
4.	Mr. Nishant Sharma(2)	Additional Director-Finance	Member	01	01

The Audit Committee had 04 meetings i.e. on 30^th May, 2024, 03^rd September, 2024, 14^th November, 2024 & 14^th February, 2025 during the financial year.

The Chairperson of the Committee duly attendedandwaspresentat ectiveness of audit process; the previous Annual General Meeting.

Terms of Reference:

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 as applicable along with other terms as referred by the Board of Directors. The terms of reference of the Audit Committee are broadly as under:

Oversight of the Companys Financial Reporting Process and the disclosure of its Financial Information to ensure that the Financial Statement is correct, sufficient and credible;

Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;

Examination and reviewing, with the Management, the Annual Financial Statements and Auditors Report thereon before submission to the Board for approval, with particular reference to: i. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of Section 134 (3)(c) of the Act;

ii. Changes, if any, in the Accounting Policies and Practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by Management;

iv. Significant adjustments made in the Financial Statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to Financial Statements;

vi. Disclosure of any Related Party Transactions;

vii. Qualifications in the draft Audit Report;

Reviewing with the Management, the quarterly Financial Statements before submission to the Board for approval;

Review and monitor the Auditors independence and performance and

Approval or any subsequent modification of transactions of the Company with Related Parties;

Scrutiny of Inter - Corporate Loans and Investments;

Evaluations of Internal Financial Controls and Risk Management Systems;

Reviewing with the Management, performance of Statutory and Internal Auditor and adequacy of the internal control systems;

Reviewing the adequacy of internal audit function and discussion with Internal Auditors of 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 review the functioning of the Whistle Blower Mechanism;

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

Oversight of the Listed entitys financial reporting disclosure of its financial information to ensure that Statement is correct, sufficient and credible.

[B] Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013.

The Nomination & Remuneration Committee was reconstituted on May 29, 2024.

The composition of the Committee is in conformity with the provisions of the said section.

Composition:

The details of composition of Nomination and Remuneration Committee are as follows:

Sr.	Name	Designation	Position In	No. of meeting held	No. of meetings
No.			Committee		attended
1.	Mrs. Shital Barot (1).	Independent Director	Chairperson	02	01
2.	Mr. Niren Atinbhai Desai	Independent Director	Member	02	02
3.	Mr. Rushi Jani (2)	Non-Executive Director	Member	02	02

The Nomination & Remuneration Committee had 02 meeting i.e. on 03^rd September, 2024 & 14^th February, 2025 during the financial year.

The remuneration has been paid as approved by the Board, in accordance with the approval of the Shareholders and within the overall ceiling prescribed under Section 197 and 198 of the Companies Act, 2013.

Terms of reference:

The broad terms of reference of the Nomination and Remuneration Committee are as under:

Determination and recommendation of criteria for appointment of Executive, Non-Executive and Independent Directors to the Board;

Review and approval of compensation/remuneration payable to Senior Management Personnel, Relatives of Directors, Executive and Non-Executive Directors etc. and recommend to the Board for their approval;

Succession planning for Board of Directors and Senior Management Employees;

Identifying and selection of candidates for appointment of Directors/Independent Directors based on laid down criteria;

Examination and evaluation of performance of the Board of Directors and Senior Management Personnel including Key Managerial Personnel based on criteria approved by the Board;

The Board has on the recommendation of Nomination and Remuneration Committee framed a policy on directors appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors remuneration for directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Policy is available on the website of the Company at www.felixindustries.co.

Policy on Directors Appointment & Remuneration

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The said policy is accessible on the Companys www. felixindustries.co.

We affirmthat the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

Performance Evaluation:

Pursuant to the provisions of the Act, Listing Regulations, 2015 and the Remuneration Policy of the Company, the Board of Directors/ Independent Directors/Nomination and Remuneration Committee (as applicable) has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors including the Chairman of the Board of Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees. Such evaluation is presented to the Nomination and Remuneration Committee and the Board of Directors (as applicable). Directors express their satisfaction with the evaluation process.

The Committee while evaluating the performance of the Non-Executive Independent Directors may take into consideration various factors including:

Attendance and Participation at the Board Meetings, Committee Meetings and Annual General Meeting;

Other Directorship held by the Non-Executive Independent Directors;

Input in strategy decisions;

Review of Financial Statements, risks and business performance;

Time devoted toward discussion with Management;

Active participation in long-term strategic planning;

[C] Stakeholders Relationship Committee:

The Stakeholders Relationship Committee of Directors was constituted pursuant to the provisions of Section 178(5) of the Companies Act, 2013.

The Stakeholder Relationship Committee was reconstituted on May 29, 2024.The composition of the Committee is in conformity with the provisions of the said section.

Composition:

The details of composition of Stakeholders Relationship Committee shall comprise;

Sr. No.	Name	Designation	Position In Committee	No. of meeting held	No. of meetings attended
1.	Mr. Niren Atinbhai Desai	Independent Director	Chairman	01	01
2.	Mr. Ritesh Patel	Executive Director	Member	01	01
3.	Mrs. Shital Barot (1)	Independent Director	Member	01	01

(1) Appointed Member w.e.f 29^th May, 2024

The Chairperson of the Committee duly attended and was present at the previous Annual General Meeting.The Stakeholder Relationship Committee had 01 meeting i.e. on 14^th February, 2025 duringthefinancialyear.

Terms of reference:

Transfer and transmission of shares held by shareholders in physical format;

Shareholders Compliant viz non-receipt of dividend, annual report, shares after transfer, delays in transfer of shares etc.;

Status of dematerialization/rematerialization of shares;

Issue of duplicate share certificates;

Monitor and Track redressal of Investor complaints;

Oversee the performance of the Companys Registrar and Transfer Agents;

Suggest measures for improvement upgrade the standard of services to investors from time to time;

Carry out any other function as is referred by the board from time to time or enforced by any statutory modification/amendment modi?fication as may be applicable;

Your Companys shares are compulsorily traded in the de materialized form. Based on the delegated powers of the Board, Directors/officers/RTA approves the application/request transfers/transmission/demat/remat of shares, deletion of name, duplicate share certificate etc. is reported at the next meeting of the Committee, normally held every quarter.

Details of Investors grievances/Complaints:

No. of Complaints pending as on April 01, 2024 NIL No. of Complaints identified and reported during NIL Financial Year 2024-25 No. of Complaints disposed during the year ended NIL March 31, 2025 No. of pending Complaints as on March 31,2025 NIL

XXVIII. AUDITORS:

[A] Statutory Auditors:

M/s. S.N Shah & Associates, Chartered Accountants appointed as the auditor of the company in the AGM held on 09^th September, 2022 to hold the office till the conclusion of the14 ^th Annual General Meeting to be held in the year 2026 at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditor.

There are no qualifications, reservations or adverse remarks made by M/s. S.N Shah & Associates, Chartered Accountants, the Statutory Auditors of the Company, in their report. The observations made by the Statutory Auditors in their report for the financialperiod ended 31^st March, 2025 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Statutory Auditors of the Company has put one matter under EMPHASIS OF MATTER and pointed out that the Financial Statement of the Company: a. Notes No. 30(e) relating to the non-provision for doubtful debts amounting to 97,56,061/- of which amount of 76,15,214/ classified as non-current trade receivables and amount of 21,40,487/- classified as current trade receivables. b. Note No. 17 relating to short term loans and advances of 15,80,79,174/- given by the company to various parties.

c. Note No. 11, Note No. 1(q) and Note 30(f) relating to investment made in Foreign Subsidiary, Indian Subsidiaries and Indian Associate Company.

Board Response a. The Board of Directors of the Company would like to clarify that the Company is actively pursuing recovery from the parties against whom the outstanding amount has been pending for a considerable period. Considering the potential future business opportunities with these parties, the Company has, at this stage, refrained from initiating any legal proceedings.

In the opinion of the management, there remains a strong likelihood of recovering the said dues, and accordingly, no provision has been made towards doubtful debts amounting to 97,56,061/-.

It is further noted that the aforesaid outstanding amount pertains to the period prior to the Companys Initial Public Offer (IPO). The Board will continue to review the prospects of recovery and, if deemed necessary, may consider creating a provision for doubtful a regular basis and the same debts in the current financial year 2025-26.

b. The Company has extended short-term loans and advances to unrelated third parties. These parties are not affiliated with the Company and its promoters or group. The Company has given such loans and advances in compliances of provisions of section 186 of the Companies Act, 2013 and are short term in nature with repayment ON DEMAND. Further, the Note No.17 to the accounts in the financial statement is self-explanatory in nature.

c. The Company has invested in its Foreign Subsidiary, Indian Subsidiaries, and an Indian Associate Company. The details are given in Note No. 11 of the Financial Statements

[B] Cost Auditor:

As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

Further, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not made and maintained.

[C] Internal Auditor

Mr. Amit Uttamchandani, proprietor of M/s Amit Uttamchandani & Associates; Chartered Accountants is the Internal Auditor of the Company.

[D] Secretarial Auditor:

The Company has appointed the M/s. Vishwas Sharma & Associates, Company Secretaries, Ahmedabad as Secretarial Auditor to conduct secretarial audit for the F.Y. 2024-25 pursuant to the provisions of Section 204 of the Companies Act, 2013. The secretarial audit of the Company has been conducted on a concurrent basis in respect of the matters as set out in the said rules and Secretarial Audit Report given by M/s. Vishwas Sharma & Associates, Company Secretaries, Secretarial Auditor of the Company forms part of this report and is marked as

"Annexure-D".

The Secretarial Audit Report for the year ended on March 31, 2025 contains the following observations as follows: a. The company received an advisory letter dated July 24, 2024 from the National Stock Exchange of India Limited ("NSE") for non-compliance of proviso to Regulation 167(1) of Securities and Exchange Board of India (ICDR) Regulation, 2018;

b. The Company has made delay in compliance with Regulation 31A (8) (c) (i) of SEBI LODR Regulations, 2015 i.e. to disclose the material events not later than twenty four hours from the submission of the application by the Listed entity for seeking approval for reclassification of promoters to public category from recognized Stock Exchange, and received an advisory letter dated March 13, 2025 from National Stock Exchange of India Limited ("NSE).

Board Response: a. The Board of Directors would like to clarify that 57,00,000 convertible warrants were duly allotted on 28^th February, 2024. Subsequently, the Company initiated the process of creation of ISIN for the said warrants, which was allotted on 13^th March, 2024. Post ISIN generation, the Company carried out the corporate action for credit of 57,00,000 convertible warrants into the respective allottees demat accounts. Further, the Company received confirmation letters from CDSL and NSDL on 9 ^th April, 2024 and 12^th April, 2024 respectively, mentioning the applicable lock-in details. It is pertinent to notethatthewarrants areunder that, during the year under lock-in up to 28^th February, 2025, being one year from the date of allotment of convertible securities. Accordingly, the Company has complied with the requirements of Regulation 167(1) of the SEBI (ICDR) Regulations, 2018, andtheBoardaffirmsthat the necessary procedures were duly followed.

b. The Board clarifies that the delay in compliance occurred inadvertently. However, the necessary disclosure was duly filed, though not within the prescribed timeline. The Board assures that steps have been taken to further strengthen internal monitoring and reporting mechanisms, and affirms that due care will be exercised to ensure timely and proper compliance with all applicable regulations in future.

XXIX. GREEN INITIATIVE:

The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies and has issued Circulars stating that service of notice/ documents including Annual Report can be sent by e-mail to its members.

As a responsible corporate citizen, the Company welcomes and supports the ‘Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report, amongst others, to shareholders at their e-mail address previously registered with the DPs and RTAs.

Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the RTA.

XXX. CORPORTAE GOVERNANCE:

Your Company has been complying with the principals of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C, D and E of schedule V shall not apply to the listed entity which has listed its specified securities on the SME Exchange and as your Company is listed on SME exchange of NSE i.e. NSE Emerge,

Therefore, the Regulations relating to Corporate Governance are not applicable to the Company.

XXXI. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely.

Your Directors declared and confirm there is no case filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by the Company.

XXXII. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company believes in the conduct of its affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behavior in its employees & stakeholders. The Company has adopted a Whistle Blower Policy as a part of vigil mechanism. The said policy is available on the website of the company www. felixindustries.co.

Also, the Code of Business Conduct (Code) lays down important corporate ethical practices that shape the Companys value system and business functions and represents cherished values of the Company.

XXXIII. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to Section 135(4) of the Act, the major contents of CSR policy include your Companys CSR approach and guiding principles, core Ideology, total outlay for each financial year, allocation of resources and thrust areas, formulation of annual action plan, Executing Agency/ Partners and Impact Assessment. During the year the company has done various CSR activities which are listed in "Annexure-E".

XXXIV. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the Listing Regulations is given as an "Annexure-F" to this report.

XXXV. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

XXXVI. VARIOUS POLICIES OF THE COMPANY:

In accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015and the Companies Act, 2013 the Company has formulated, implemented various policies. All such Policies are available on Companys website www.felixindustries.co under the Policies sub-caption of the Investor Caption. The policies are reviewed periodically by the Board and updated based on need and requirements. Some of the key policies are as follows:

1) Whistle Blower or Vigil Mechanism Policy.

2) Policy for Determination of Materiality for Disclosure of Events or Information.

3) Code of Conduct for Board Members and Senior Management Personnel.

4) Code of conduct for Prevention of Insider Trading.

5) Policy on Materiality of Related Party Transactions & on dealing with Related Party Transactions.

6) Policy on Determining Material Subsidiaries.

7) Prevention of Sexual Harassment (POSH) Policy.

8) Policy On Identification Of Group Companies, Material Creditors And Material Litigations.

9) Policy on Pending Litigations.

10) Details of Familiarization Programme 11) Related Party Transactions Policy

12) Terms & Conditions of Appointment of Independent Director

XXXVII. DIRECTORS DISQUALIFICATION:

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

XXXVIII. RISK MANAGEMENT:

The Company does not have any Risk Management Policy or any statement concerning development and implementation of risk management policy of the company as the elements of risk threatening the Companys existence are very minimal.

XXXIX. INSOLVENCY AND BANKRUPTCY CODE:

During the Financial Year ended on March, 31^st 2025, there is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

XL. 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

Not applicable during the year under review.

XLI. GENERAL:

Your Company has not issued any equity shares with differential rights as to dividend, voting or otherwise; and Your Company does not have any ESOP scheme for its employees.

XLII. ACKNOWLEDGEMENT:

Your directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and cooperation extended by them.

Your directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

Regd. office:		For, Felix Industries Limited
Plot No. 123 Devraj Industrial Park,
Piplaj Pirana Road,
Pirana
Ahmedabad,
Gujarat-382405.
	Sd/-	Sd/-
	Ritesh Patel	Vinay Patel
Date: 30/08/2025	Managing Director	Whole Time Director
Place: Ahmedabad	(DIN: 05350896)	(DIN: 08377751)