G R Cables Ltd Directors Report

Dear Members.

Your Companys Hoard of Directors are pleased to present the 34^<lThirty Fourth Annual Report and Audited Financial Statements for the year ended March 31, 2025

l. FINANCIAL HIGHLIGHTS

The highlights of the Standalone Financial Results are as follows:

Particulars	Standalone
	2024-25	2023-24
Revenue from Operations	0.00	0.00
Other Income	196.30	3.43
Total Income	196.30	3.43
Operating expenses	0.00	0.00
Other expenses	225.06	21.08
Operating Profit	(28.76)	(17.65)
Depreciation	23.70	23.70
Interest	18.39	18.29
Profit Before Tax	(70.86)	(59.65)
Tax Expenses	0.00	0.00
Profit for the year	(70.86)	(59.65)
Other Comprehensive Income	0.00	0.00
Total Comprehensive Income for the year	0.00	0.00
Earnings per Equity Share
Basic	(0.82)	(0.24)
Diluted	(0.82)	(0.24)
Other Equity (including retained earnings)	(130.50)	(59.65)
Cash and Cash Equivalents and investments (excluding customer collection accounts & lien deposits and including subsidiary investments in the case of standalone)	167.16	1.93

1. Overview of Performance

During FY 2024-25, Clcnon Enterprises Limited (formerly known as OR Cables Limited) continued its recovery trajectory follow ing its successful emergence from the Corporate Insolvency Resolution Process (CIRF). The Company reported Other Income of ? 196.30 lakhs as against ? 3.43 lakhs in FY2023-24. representing a significant increase of 5.622%. However, the Company did not generate any revenue from operations during both financial years as it focuses on restructuring and repositioning its business operations posl-CIRP.

The Companys loss before tax widened to ? (70.86) lakhs in FY 2024-25 compared to ? (59.65) lakhs in the previous year, primarily due to increased other expenses of ? 225.06 lakhs compared to? 21.08 lakhs in FY2023-24 The Earnings per Share (Basic) was (? 0.82) as against (? 0.24) per share in the previous year, reflecting the impact of higher operational expenses during the restructuring phase.

The successful completion of theCIRP process has provided Clenon Enterprises with a fresh start and an opportunity to rebuild its business operations. The Company s emergence from insolvency represents a significant milestone in Indian corporate restructuring, demonstrating the effectiveness of the Insolvency and Bankruptcy Code, 2016 in providing distressed companies with a viable recovery mechanism.

During the year, the Company focused on stabilizing its financial position and exploring new business opportunities The substantial improvement in cash and cash equivalents to ? 167 16 lakhs

from ? 1 93 lakhs in the previous year indicates enhanced liquidity management and potential capital infusion, providing the Company with the necessary resources to pursue its business revival strategy.

Moving forward, the Company is expected to focus on developing its core business activities, improving operational efficiency, and establishing revenue streams. The management remains committed to transforming the Company into a viable business entity while maintaining transparency and governance standards expected ofa listed company The Companys journey from insolvency to recovery sen es as a testament to the potential for corporate revival under the Indian bankruptcy framework.

2. SHARE CAPITAL

The Authorized Share Capital of the Company at the beginning of the financial year was ? 34,00,00,000 and remains unchanged at ? 34,00,00,000 as of March 31, 2025. The Company has not undertaken any enhancement in its authorized share capital during FY 2024-25.

The issued and paid-up capital as of March 31. 2025. was ? 8.61.53.160. which remained consistent with the previous years figure of ? 8,61,53.160 There has been no change in the paid-up capital during the financial year, reflecting the Companys stable equity structure during its post-CIRP recovery phase.

3. RESERVES

During the reporting period the Company does not propose to transfer any amount to the Reserves.

4. DIVIDENDS

During TY 2024-25. tlve Company did not declare or pay any dividend to its shareholders. Given the Companys current financial position with accumulated losses and its ongoing efforts to rebuild operations post-CIRP. the Board deemed it prudent to conserve cash resources lor business revival and growth initiatives ratlier tlian distributing dividend; Tlie Companys priority remains on achieving operational profitability and strengthening its financial position before considenng any dividend distribution to shareholders.

5. STATE OF THE COMPANYS AFFAIRS

Clenon F.nterprises Limited has recently emerged from theCorporate Insolvency Resolution Process (CIRP), marking a significant milestone in the Companys revival journey. The successful completion of the CIRP process has provided the Company with a fresh start and an opportunity to rebuild its business operations under a comprehensive resolution plan

As part of the approved resolution plan, the Company underwent a complete transformat ion, including a change in its corporate identity. The Company changed its name from G.R.Cables Limited to Clenon Enterprises Limited, and received the Certificate of Incorporat ion for name change on February 03, 2025 This rebranding reflects the Companys new strategic direction and commitment to building a sustainable business model.

Furthermore, in alignment with its restructuring objectives, the Company modified its main object clause to better reflect its intended business activities going forward The Company received the revised Certificate of Incorporation dated December 05, 2024, incorporating these changes to its memorandum of association. This amendment provides the Company with the necessary corporate framework and flexibility to pursue diverse business opportunities and adapt to evolving market conditions.

The emergence from CIRP represents not just a legal conclusion hut a strategic repositioning of the Company. With the resolution plan successfully implemented. Clenon Enterprises Limited is now- focused on stabilizing its operations, exploring new business avenues, and building sustainable revenue streams. The Company s management is committed to leveraging this fresh start to create value for all stakeholders while maintaining the highest standards of corporate governance and transparency.

7. CAPITAL EXPENDITURE AND LIQUIDITY

The Company is currently in the phase of business restructuring and exploring new operational opportunities. During FY 2024-25. the Companys operations remained minimal as it focused primarily on stabilizing its corporate structure and strategic repositioning. Consequently, the

Company did not undertake any significant capital expenditure during the year.

Given the Companys current operational status and focus on business revival, it is not availing of any working capital facilities from banks or financial institutions. The Companys approach remains conservative, prioritizing financial stability and liquidity management as it works towards establishing sustainable business operations.

As on March 31, 2025. the Companys cash and cash equivalents posit ion stood at ? 167 16 lakhs as against ? 1.93 lakhsas on March 31. 2024, representinga substantial improvement in liquidity. This enhanced liquidity position provides the Company with the necessary financial flexibility to pursue business development initiatives and support its operational requirements during the recovery phase. The improved liquidity position provides the Company with the necessary financial flexibility to pursue business development initiatives and support its operational requirements during the recovery phase.

H. SUBSIDIARY COMPANIES

As on March 31, 2025, Clenon Enterprises Limited does not have any subsidiary companies, associate companies, or joint venture entities. The Company currently operates as a standalone entity focusing on its core business activities and strategic repositioning initiatives. 1 lenceforth, the Form No. AOC-1 is also not applicable on the company during the reporting period as mentioned in Atuiexure I.

The policy for determining material subsidiaries as approved by the Board may be accessed on the Companys website at the web-link:

https: //clcnon.in/w p-

coiitcntAiploads/2025/05 POLICY FOR DETERM 1 NIG MATERIAL SUBSlDlARY.pdf

Given that the Company docs not have any subsidiaries, the requirement for preparation of consolidated financial statements does not arise, and accordingly, only standalone financial statements have been prepared for the financial year 2024-25.

In accordance w ith the third proviso to Section I36( I) of the Act, the Annual Report of the Company, containing therein its Standalone Financial Statements, are available on the Companys website at the web-link: https: /clenon.in lmcstor-relations/annual-reports

9. RELATED PARTY TRANSACTIONS

During the financial year under review, the Company did not enter into any significant contracts, arrangements, or transactions with related parties.

flic Com pan \ has not entered into any other contract, arrangement, or transaction with related parties which were not on an arms length basis or could be considered material in accordance with the Companys policy on Related Party Transactions.

Given that the Company does not have any material related party transactions to report pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form No. AOC-2, but details of arms length transactions during the year is mentioned in Form No. AOC-2 in Annexure II The attention of members is drawn to the relevant notes in the Standalone Financial Statements which set out related party disclosures.

The Related Party Transactions Policy as approved by the Audit Committee and the Board is available on the website of the Company at:

CEL RPT Policy: https://clcnon in/mvcstor-relations/policies

10. LOANS, GUARANTEES AND IN VESTMENTS IN SECURITIES

During the Financial Year 2024-25. the Company has not provided any loans, security or guarantee to any person or entity, nor has it made any investments in securities under the provisions of Section 186 of the Companies Act. 2013. Accordinglv, the disclosures required

under Section 186 of the Act are not applicable to the Company for the year under review.

11. NUMBER OF BOARD MEETINGS HELD

The Board of Directors of the Company met 5 (five) times during the FY 2024-25 The meetings were held on the following dates:

Date of the Board Meeting

30th May, 2024

20rtl July, 2024

12th August, 2024

14th November, 2024

10th February, 2025

The details of the Board Meetings and attendance of Directors are provided in the Corporate Governance Report, which forms a part of this Annual Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors:

During the Financial Year 2024-25, there were no changes in the composition of the Board of Directors of the Company.

In accordance with the provisions of Section 152 of the Companies Act. 2013. Mr. Nitin Kumar Mathur(DIN: 06451862). Director of the Company, retired by rotation at the 33rd Annual General Meeting held on August 14, 2024. Being eligible, he offered himself for reappointment and was duly reappointed by the shareholders at the said Annual General Meeting.

Key Managerial Personnel:

During the year under review, there were changes in the Key Managerial Personnel of the

Company:

Ms. Priyanka Pandey resigned from her position as Company Secretary and Compliance Officer with effect from July 03, 2024. The Board places on record its appreciation for her valuable services and contributions during her tenure with the Company.

Subsequently. Ms. Mantasha Habib was appointed us Company Secretary and Compliance Officer of the Company with effect from November 14. 2024

The appointments and changes mentioned abov e were made in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder

The appointments of the directors made during the year were based on the recommendations of the Nomination and Remuneration Committee.

Further, the company hasalso formulated a Code of Conduct for Directors and Senior Management Personnel, which is available on the companys corporate website:

httpsv/clenon in^vvp-eontent/uploads/2025/05/1 Code-uf-conducl-lor-Directors-and-Senior- Management-Personnel.pdf

Composition of Board

As of March 31, 2025. your companys Board comprised of 4 Directors, which includes 2 Independent Directors (Ms Lakshini Sree Kadumuri and Mr. Srinivas Gangula Reddy), 1 Non- Exccutivc Director (Mr. Srinivas Pagadala), and 1 Whole-time Director - Promoter (Mr. Nitin Kumar Mathur).

Key Managerial Personnel

During the year under review, the following employees were the "Key Managerial Personnel ("KMPT of the company: Ms. Mantasha Habib - Company Secretary and Mr Venkatram I.ingala - Chief Financial Officer.

During the year. Ms. Priyanka Pandey resigned from her position as Company Secretary⁷ and

Compliance Officer with effect from July 03, 2024 Subsequently. Ms. Mantasha Ilabib was appointed as Company Secretary and Compliance Officer of the Company with effect from November 14, 2024.

13. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Company has a Familiarization Programme which provides Orientation at the time of the appointment of Independent Directors which covers their role and responsibilities, overview- of the industry, operations, and business model of the Company They are provided with copies of the Companys latest Annual Reports, relevant provisions of the SEBI LOOK Regulations, the Companies Act, 2013, Code of Conduct prescribed for the Board of Directors, Prevention of Insider Trading regulations and other internal policies to help them get a broad view of the Companys procedures and practices.

Familiarization program has been conducted for the directors appointed during the year. The Companys Ongoing Familiarization Programme covers periodic presentations at the Board Meetings providing insights into the Company, the business environment, risks and opportunities and other matters relevant to the Company. Regulatory changes relevant to the company are also highlighted in these presentations.

The details of the familiarization programme may be accessed on the Companys corporate website: httpsV/clenon in Avp-content/uploads/2025/05/familiarisat ion -programme, pdf

14. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES, AND INDIVIDUAL DIRECTORS

The Companies Act 2013, and the SEBI LODR Regulations stipulate the evaluation of the performance of the Board, its Committees, Individual Directors, and the Chairperson.

The Company has formulated a Board Evaluation template for performance evaluation of the Independent Directors, the Board, its committees, and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. Ihe template provides the criteria for assessing the performance of Directors and comprises of various key areas such as attendance at Board and Committee Meetings, quality of contribution to Board discussions and decisions, strategic insights, or inputs regarding future growth of the Company and its performance, ability to challenge views in a constructive manner, knowledge acquired regarding the Companys business/ activities, understanding of industry and global trends, etc.

The evaluation involves self-evaluation by the Board Member and subsequent assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/her evaluation.

The formal Board evaluation as mandated under the Companies Act and SEBI LODR Regulations has been carried out during the year.

15. INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company has adequate internal financial controls comprising policies and procedures for orderly business conduct, safeguarding of assets, prevention and detection of frauds and errors, accurate accounting records and timely preparation of reliable financial information.

The internal financial control system is supplemented b\ internal audits conducted b\ an external audit firm. The Audit Committee reviews the audit reports quarterly and evaluates internal financial controls and risk management systems in compliance w ith Section 177(4) of the Companies Act, 2013.

The Company has a Risk Management Policy for identification, assessment and reporting of business risks as required under Section 134(3)(n) of the Companies Act, 2013.

16. BOARD COMMITTEES

During the year under review, the company had the following Three committees, and these committees had periodical meetings for transacting the business as specified in their terms of reference.

1. Audit committee

2 Nomination and Remuneration Committee

3. Stakeholder relationship Committee

The details of the composition of these committees, changes in the composition, dates of meeting and attendance details of the meetings have been included in the Corporate Governance report. During the year under review, all the recommendations of the Audit Committee and Nomination and Remuneration Committee were accepted by the Hoard

17. AUDITORS

(i) Statutory Auditors

In terms of Section 139 of the Companies act,2013 read with Companies ( Audit and Auditors) Rules,2014, M/s. Uorantla& Co, Chartered Accountants (Firm Registration No. 016943S) were appointed as the Statutory Auditors of the Company for a period of 5 consecutive years i.e. from the conclusion of the 32^nd Annual General Meeting till the conclusion of the 37^th Annual General Meeting

The Auditors report on the financial statements of the company for the financial year ended March 31. 2025 forms part of the Annual report

(ii) Secretarial Auditors

The Board at its meeting held on 10th February 2025. had appointed Mr Pawan Jam. Founder and Sole-Proprietor of M/s. Pawan Jain & Associates. Practicing Company Secretaries (having Firm Registration Number: S2020TI.762000), to con duct the Secretarial Audit for the FY 2024- 25.

The Secretarial Audit Report in Form MR-3 for the financial year under review, as received from Mr. Pawan Jain. Practicing Company Secretary is attached as an Anncxurc to the Boards Report.

Further, in terms of Section 204 of the Companies Act.2013 read with Rule 9 of the Companies (Appointment and Managerial Personnel) Rules,2014. and Regulation 24A of the Securities and Exchange Board of India (Listing and Disclosure Requirements) Regulations, 2015, the Board recommended the appointment of M/s. Pawan Jain & Associates, Practicing Company Secretaries, a peer reviewed firm (having Firm Registration Number : S2020TL762000), as the Secretarial Auditors of the company for a term of 5 (five) consecutive years, to hold office from theconclusion of this Annual General Meeting(AGM) till the conclusion of 39* (Thirty Nineth) AGM to be held in the year 2030.

Accordingly, the resolution seeking approval for the appointment of Secretarial Auditors by the members of the company is included in the Notice of the Annual General Meeting

(iii) Cost Auditors

The provisions pertaining to Section 148 of the Act are not applicable to the company

18. PARTICULARS OF FRAUD REPORTED BY THE AUDITORS

In terras of Section 143(12) of the Act. the Statutory Auditors and Secretarial Auditors have not reported any instance of fraud having taken place during the year under review

19. CORPORATE SOCIAL RESPONSIBILITY (CSR) & ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG)

During the reporting period under review, the provisions of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Amendment Rules. 2021, were not applicable toClenon EnterprisesLimited as the Company did not cross the prescribed threshold limits of net worth of Rs. 500 crore or more, or turnover of Rs. 1,000 crore or more, or net profit of Rs 5 crore or more during the immediately preceding financial year.

Similarly, the mandator) ESG disclosure requirements under the Securities and Exchange Board of India (SEB1) Business Responsibility and Sustainability Reporting (BRSR) framework were not applicable to the Company during the reporting period as the Company did not fall within the lop 1,000 listed companies by market capitalization threshold.

Not with standing the non-applicability of mandatory CSR and ESG requirements. Clenon Enterprises Limited remains committed to conducting its business operations in a responsible and sustainable manner, integrating environmental, social, and governance considerat ions into its business pract ices as part of its commitment to stakeholder value creation and sustainable development.

20. RISK MANAGEMENT POLICY

lhe Company has in place a Risk Management Policy. The policy is available on the website of the Company at:

CEL- Risk Management Policy -

https//clenon in/wp-conlcnl/uploads/2025/<l8/Risk manaticmcnl [X)lic\ CEL pdf

21. NOMINATION AND REMUNERATION POLICY

In accordance with Section 178 of the Companies Act, 2013 and theSEBl (Listing Obligations and Disclosure Requirements) Regulations. 2015. the Company has a Board approved Nomination and Remuneration Policy. The policy establishes criteria for appointment, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Committee oversees the implementation of this policy and ensures transparent and fair processes in nomination and remuneration matters. The policy is available on the website of the Company at:

CEL-NRC Policy

httns://clcnon inAvp-contcnt/uploads/2025/05/6.NOMINATE)N-AND-RHM1 JNERATION- POLlCY.pdf

22. WHISTLE BLOW ER POLICY

In accordance with Section 177(9) of the Companies Act. 2013 and Regulation 22 of the SEB1 (Listing Obligations and Diselosure Requirements) Regulations, 2015, the Company has established a Board approved Vigil Mechanism or Whistle Blower Policy. The policy provides a framework for employees and stakeholders to report gen uine eoneems about unethical behavior, aet ual or suspected fraud, or violation of the Companys eode of eonduet or ethics policy.

The Audit Committee oversees the implementation of this policy and ensures adequate safeguards against victimization of persons who use the vigil mechanism The policy is available on the website of the Company at:

CEL- Whistle Blower Policy:

https//clenon in/wp-contenl/uploads/2025/i)5/l VIGIL-MECHANISM-OR-WHISTLE-BLOWER- POLICY pdf

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

In respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3)(m) of Section 134 of the Companies Act. 2013 read w ith Rule 8(3) of the Companies (Accounts) Rules. 2014 are given as under

(i) Conservation of energy - The Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible through efficient utilization of resources and adoption of energy-saving practices in day-to-day operations.

(ii) Technology absorption - The Company employs appropriate technology platforms in its operations and continuously evaluates technological advancements to enhance operational efficiency and maintain competitiveness in the market.

(iii) Foreign exchange earnings and outgo - During the financial year ended March 31, 2025. the Company had no foreign exchange earnings and outgo as the Company did not have any foreign exchange transactions during the reporting period.

24. CORPORATE GOVERNANCE

Your Company is committed to maintaining the best standards of Corporate Governance and has always tried to build the maximum trust with shareholders, employees, customers, suppliers, and other stakeholders. A Report on Corporate Governance along with a Certificate from the Secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SF.BI LODR Regulations forms part of the Annual Report.

25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SRBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. the Business Responsibility and Sustainability Report (BRSR) is applicable to the lop 1,000 listed entities by market capitalization. Since Clenon Enterprises Limited is not among the top 1.000 listed companiesduring the reporting period, the BRSR requirement is not mandat only applicable to the Company.

26. ANNUAL RETURN

As per the provisions of Section 92(3) of the Companies Act. 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company has been placed on the website of the Company and can be

accessed at:

https //clenon.m/wp-contcnt/uploads/2025/U5/Form MGT 7-G-R-CABLES-FY-2023- 24 signed pdf

27. DIRECTOR S RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Companies Act, 2013, your Directors state that:

a. the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and there arc no material deviations from the same.

b they 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 as of March 31.2025. and of the profit of the Company for year ended on that date.

c. they have 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 for preventing and detecting fraud and other irregularities

d. the\ have prepared the annual accounts on a going concern basis.

c. they have laid down Internal Financial Controls to lx: followed by the Company and that such Internal Financial Controls are adequate and are operating effectively , and

f. the Directors have devised proper systems to ensure compliance w ith the provisions of all applicable laws and that such systems are adequate and operating effectively.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant/material orders were passed by the regulators or the Courts or the Tribunals impact ing the going concern status and the Companys operations in future

29. LISTING WITH STOCK EXCHANGES

The Company is listed in BSE. The Company has paid the Annual Listing b ees applicable to both these Exchanges.

30. UNPAID DIVIDEND AND INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As al March 31, 2025, the Company does not have any unclaimed dividend amounts lying in the l Jnpaid Dividend Accounts as l he Companys entire shareholding is held in dematerialized form

Pursuant to the provisions of Section 125 of the Companies Act, 2013, there is no amount which remained unpaid or unclaimed for a period of seven years which is to be transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund

31. PREV ENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place an appropriate Policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the provisions of The Sexual I larassment of Women at Workplace (Prevention, Prohibition and Redressal) Act. 2013, to prevent sexual harassment of its employees. Internal Complaints Committee has been set up to redress complaints received on sexual harassment.

The Policy has been communicated internally to all employees and is made available on the Companys Intranet Portal.

During the year under review, no complaints were received under the said Policy.

The details of Sexual Harassment Complaints received and their treatment during the year are as follows:

i. Number of Complaints of sexual harassment received in the year Nil

ii. Number of complaints disposed during the year: N.A

iii. No. of eases pending for more than ninety days: N.A

iv. No. of workshops or awareness programme against sexual harassment carried out: None

v. Nature of action taken by the employer or District officer: N.A

32. EMPLOYEE STOCK OPTIONS

The Company does not have any Employee Stock Option Plan (ESOP) scheme for its employees. Accordingly, no options have been granted, vested, or exercised during the reporting period. The Company has not implemented any share-based employee benefit schemes under the SEBI (Share Based Employee Benefits) Regulations. 2014 or SEBI (Share Based Employee Benefits) Regulations, 2021 Hence, the disclosure of the same is not applicable to the Company.

33. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Sect ion 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 is enclosed as an Annexure to this Report.

Since the Company does not have any employee drawing remuneration exceeding the limits specified under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014. the disclosure of top ten employees in terms of remuneration drawn is not applicable to the Company.

34. SECRETARIAL STANDARDS

During FY 2024-25, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

35. DETAILS OF MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During theyear under review, there were no significant or material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company i.e., March 31,2025. and as on the date of this Boards Report.

36. DEPOSITS

No disclosure is required in respect of the details relating to the deposits under Chapter V of the Companies Act. 2013. as the Company has not accepted any deposits.

37. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the year under review, no Corporate Insolvency Resolution Process/ proceedings were initiated by / against the company under Insolvency and Bankruptcy Code. 2016

38. 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 disclosure is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions during the year.

39. DOWNSTREAM INVESTMENT

The Company has not made any downstream investment during the reporting period. Accordingly, the provisions of Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 and RBI circular no RBI/2013-14/117 A.P. (DIR Senes) Circular No.01 dated July 04, 2013 arc not applicable to the Company for the current financial year.

40. OTHER DISCLOSURES

• The company is only required to prepare Standalone Financial Statements as the company does not have any subsidiary companies for which Consolidated Financial Statements would be required.

• The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act. 2013

41. ACKNOWLEDGEMENTS

Your Directors express their gratitude to the Bankers. Registrar and Transfer Agent, and other valued customers for their continued business relationship and look forward to their ongoing support.

Your Directors acknowledge the guidance and support received from the Ministry of Corporate Affairs and Securities and Exchange Board of India during theycar and anticipate their continued cooperation in the future Your Directors also extend their appreciation to the shareholders. Stock Exchanges and Depositories for their unwavering support and cooperation

Your Directors place on record their sincere appreciation for the dedicated efforts of all employees who have extended their full support in implementing various growth initiatives for the Company.

SECRETARIAL AUDIT REPORT

For the Financial Year Ended 31³¹ March, 2025 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014