Harig Crankshafts Ltd Directors Report

To,

The Members,

The Board of Directors of the Company hereby present the Second (2^nd) Boards Report (post Corporate Insolvency Resolution Process (CIRP)) of your Company along with the Audited Financial Statements for the year ended March 31, 2025.

CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP) KEY HIGHLIGHT:

M/s Asrec (India) Limited (who became the financial creditor in place of Bank of India) filed a petition for initiation of Corporate Insolvency Resolution Process ("CIRP”) against the Company, under Section 7 of the IBC Code and the Company was admitted under CIRP in terms of the order passes by the Honble NCLT, Allahabad Bench vide its order dated March 31, 2023. In due course, Mr. Saurabh Chawla was appointed as the Interim Resolution Professional of the Company and was confirmed as Resolution Professional in the first meeting of the Committee of Creditors of the Company ("CoC”), held on April 27, 2023.

Under Section 17 of the Insolvency and Bankruptcy Code the management of the affairs of the company shall vest in the erstwhile Resolution Professional. The powers of the Board of Directors shall stand suspended and be exercised by the erstwhile Resolution Professional.

Pursuant to the appointment, the Resolution Professional took various steps in conformity with the provisions of the IBC Code towards the conduct of the CIRP and management of the Company, including the invitation of a resolution plan in consultation with the CoC and resolution plan submitted by the Palika Towns LLP (“Resolution Applicant”), was approved by the CoC in its meeting held on October 20, 2023 and has been approved by a Honble NCLT, Allahabad Bench, vide Order dated April 17,2024.

The implementation of resolution plan is under the supervision of Implementation and Monitoring Committee constituted in accordance with approved Resolution Plan comprising the nominee representing Financial Creditor/s and one nominee from Resolution Applicant along with Resolution Professional. Aforesaid Committee is supervising the compliances as per the terms of the Resolution Plan till such time the Resolution Plan is fully implemented.

Approved resolution plan along with the order of Honble NCLT approving the Resolution Plan is hosted on website of Company at and the same is also intimated to the Stock exchange BSE Ltd.

FINANCIAL & OPERATIONAL PERFORMANCE HIGHLIGHTS

In compliance with the provisions of the Companies Act, 2013 (Act), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) the Company has prepared its financial statements as per Indian Accounting Standards (Ind AS) for the FY 2024-25. The highlights of the financial results of the Company, extracted from the financial statements for the FY 2024-25 and previous FY 2023-24, are as under:

(Rs. in Hundreds)

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Net Revenue from Operations	0.00	0.00
Other Income	11,390.70	70,629.79
Total Revenue	11,390.70	70,629.79
Profit before Depreciation, Finance Charges and Tax	(1,97,748.42)	69130.25
Finance Costs	7,02,711.47	0
Depreciation & Amortization Expense	26,579.69	38,994.56
Exceptional Items	(45,06,369.37)	0
Profit Before Tax	(54,33,408.95)	30,135.69
T ax Provision
- Current	0	0
- Deferred	0	0
Profit After Tax	(54,33,408.95)	30,135.69
Other Comprehensive Income	0	0
Total Comprehensive Income	0	0

DIVIDEND

In view of the operating loss incurred, the Directors does not recommend any dividend for the year under review.

RESERVES AND SURPLUS

Due to loss incurred during the year under review, there was no transfer of any amount to Reserves for the financial year ended on March 31, 2025.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the period under review there is no change in the nature of business of the Company. However, after the closure of Financial Year the Company has changed its Main Objects to real estate developer and civil engineering related services and accorded shareholders consent through Postal Ballot. The Amended Memorandum of Association with Altered Articles of Association are also available on the Companys website at https://www.harigcrankshafts.com .

FUTURE OUTLOOK

Your Company was primarily involved in the business of high-quality automotive crankshafts designed for a variety of vehicles, including cars, light commercial vehicles, trucks, and earth- moving equipment. Since the operations of the company was shut from FY 2011.

Pursuant to the Resolution Plan submitted by the Palika Towns LLP was approved by the majority members of Committee of creditors and Honble NCLT, Allahabad Bench, on October 20, 2023 and April 17, 2024 respectively. Further the Approval of Members were received in the Extraordinary General meeting of the Company held on 7th December, 2024 to sell the undertaking of the Company comprising of land and building situated at C49,Noida Phase-II, Noida, Gautam Budh Nagar, Uttar Pradesh-201305 over a total area of 22,343.10 sq. meter along with Plant & machinery situated thereat.

After the closure of financial year, The Company felt the need to explore and diversify into a new area of business activity. Consequently, the company has passed the necessary resolution(s) though postal ballot to change the main object of the company to real estate developer and civil engineering related services more particularly prescribed in drafted MOA available on the website of the Company. www.harigcrankshafts.com

SHARE CAPITAL

The issued and paid-up Share Capital of the Company was Rupees 50,00,00,000/- and Rupees 10,50,00,000/- respectively at the end of the financial year 2024-25.

There were no instances of issue of shares with differential voting right, buy back of shares or bonus issues of shares during the year.

During the year under review, in terms of the above referred approved resolution plan , the existing equity shareholders other than promoters issued new shares proportionality to extent of new paid up equity as tabulated below. The promoter shareholding having 4,66,26,352 representing about 11.82% of total shareholding was written off and remaining shareholders holding 34,77,63,438 shares were written down to new shareholding 5% of post-paid equity. The existing non-promoter or public shareholders issued fresh equity 5,25,000 of face value 10/- proportionately to their holding at par.

The Resolution Applicant infused fresh share money of INR 9.975 Crores for face value of INR 10/-. The share issued paid capital post new restructuring is INR 10.50 Crores and shareholding patter is as follows:

Shareholders Category	Fresh No of shares face value of INR 10.00/	Amount (INR)	% of total equity	Comments
Existing sharehoiders(Pubiic)	5,25,000	52,50,000	5%	Write-down of existing and issuance of fresh equity to all shareholders proportionally other than promoters.
Palika Town LLP	99,75,000	9,97,50,000	95%	Fresh Equity
Total	1,05,00,000	10,50,00,000

As stated above, the Board of Directors of the Company at their meeting held on July 15, 2024, issued and allotted 1,05,00,000 equity shares of Rs 10 each and in order to give effect to the allotment, the existing authorized share capital stands changed from Rs 50,00,00,000 divided 50,00,00,000 equity shares of Rs. 1 each to Rs. 50,00,00,000 divided into 5,00,00,000 of Rs. 10 each.

DEPOSITS

During the year under review, the Company has not accepted any deposits from public within the meaning of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 or any other applicable provision(s), if any.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Companys Board have optimum combination of executive and non-executive directors which is in conformity with Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 with considerable experience and expertise across a range of fields such as finance, accounts, general management and business strategy. The details of the directors and their meetings held during the year have been given in the Corporate Governance Report, which forms part of the Annual Report.

CHANGES IN DIRECTOR AND KMP

Appointment of Directors

• Mr. Manoj Agarwal (DIN: 00093633) was appointed as a Managing Director of the Company w.e.f May 17, 2024. His appointment was subsequently approved by the shareholders of the Company at the 1st AGM post CIRP on December 30, 2024.

• Mrs. Pragya Agarwal (DIN: 00093526) was appointed as a Non-Executive Non-Independent Director of the Company w.e.f May 17, 2024. Her appointment was subsequently approved by the shareholders of the Company at the 1st AGM post CIRP on December 30, 2024.

• Mr. Lalit Kumar (DIN: 07990864) was appointed as a Non-Executive Independent Director of the Company w.e.f May 17, 2024. His appointment was subsequently approved by the shareholders of the Company at the 1st AGM post CIRP on December 30, 2024.

• Mr. Rajveer Singh (DIN: 08854539) was appointed as a Non-Executive Independent Director of the Company on May 17, 2024. His appointment was subsequently approved by the shareholders of the Company at the 1st AGM post CIRP on December 30, 2024.

Change in Key Managerial Personnel:

• Ms. Komal Agarwal was appointed as Company Secretary and Compliance Officer of the company with effect from July 15, 2024.

• Mr. Payas Agarwal was appointed as Chief Financial Officer of the Company with effect from August 28, 2024.

• Ms. Komal Agarwal has resigned from the designation of the Company Secretary and Compliance Officer of the Company with effect from the closing of business hours of June 10, 2025.

• Ms. Ayushi Gupta was appointed as Company Secretary and Compliance Officer of the Company with effect from August 20, 2025.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has, inter-alia, received the following declarations from all the Independent Directors confirming that:

• they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

• they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

• they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs.

The Independent Directors have also confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Board has taken on record the declarations and confirmations submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Annual Report.

INDEPENDENT DIRECTORS MEETING

As per Section 149, Schedule IV of the Companies Act, 2013, and Rules made thereunder, read with the Listing Regulations, the Independent Directors of the Company met amongst themselves without the presence of Non-Independent Directors and members of management. The details of the meeting are provided in the Corporate Governance Report, which is part of this Annual Report.

ANNUAL PERFORMANCE EVALUATION

Pursuant to provisions of the Companies Act, 2013 & rules made there under, the Board has carried out an annual performance evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its committees.

BOARD MEETINGS

Post CIRP, all the board meetings were held in compliance with section 173 of the Companies Act, 2013 as the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), 2015.

The Board unites at regular intervals to discuss and decide on Companys business policies and strategies, apart from other agenda items. The Board met 9 (Nine) times during the year under review, details of which are given in the Corporate Governance Report, which is part of this Annual Report. The maximum gap between any two meetings did not exceed one hundred and twenty (120) days.

The Company has complied with the requirements prescribed under the Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of the board of directors (SS- 1).

AUDIT COMMITTEE

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulation, 2015, the Board has formed an Audit Committee w.e.f. 21.06.2024. The Audit Committee comprises of Mr. Rajveer Singh (Chairman), Mr. Lalit Kumar and Mr. Manoj Agarwal. The Board of Directors of the Company had accepted all the recommendations of the Committee.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulation, 2015, the Board has formed a Nomination and Remuneration Committee w.e.f 21.06.2024. The N&R Committee comprises of Mr. Rajveer Singh (Chairman), Mr. Lalit Kumar and Mrs. Pragya Agarwal.

The policy of the company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of the Companies Act,2013 is available on companys website.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Board has in accordance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulation, 2015 constituted Stakeholder Relationship Committee w.e.f 21.06.2024. The committee comprises of Rajveer Singh (Chairperson), Manoj Agarwal and Mrs. Pragya Agarwal.

The Company Secretary of the Company is the Secretary of the Committee.

For further details about all the Committees of the Board of Directors of the Company, please refer the Corporate Governance Report which forms an integral part of this Annual Report.

SUBSIDIARY / ASSOCIATE & JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIALSTATEMENTS

During the financial year under review, the Company was not having any subsidiary or joint venture or associate company in terms of the provisions of the Act. Hence, the Company is not required to prepare form AOC-1 with respect to performance of subsidiary or joint venture or associate company.

STATUTORY AUDITORS

M/s M.B. Gupta & Co, Chartered Accountants (FRN: 006928N) were appointed as the Auditors of the Company for one (1) term of 5 consecutive years for the purpose of audit of the financial statements of the Company from FY 2021- 22 to FY 2025-26, at the first Annual General meeting of the members (post completion of Corporate Insolvency Resolution Process).

AUDITORS REPORT

The Auditors Report read along with notes to accounts is self-explanatory and therefore does not call for further comments. The Auditors Report does contain Qualified Opinion.

SECRETARIAL AUDITORS AND THEIR REPORT

In accordance with the recent amendments to the Listing Regulations, the Board has recommended to the members for their approval, appointment of R&D Company Secretaries, Practising Company Secretary, as the Secretarial Auditor of the Company, for a term of 5 (five) consecutive financial years commencing from the financial year 2025-26 to the financial year 2029-30.

The Board had appointed R&D Company Secretaries, Practising Company Secretary, to conduct the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed to this Directors Report as Annexure- IV.

The Report does not contain qualification, reservation or adverse remark except the Following:

1. The Company has appointed Mr Manoj Agarwal, Ms Pragya Agarwal, Mr Lalit Kumar and Mr Rajveer Singh on 17th May, 2024. However, their appointments were not approved by the shareholders within 3 months. There was contravention of Regulation 17(1C)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations);

2. The Company has appointed Mr Manoj Agarwal as Managing Director on 17th May, 2024. However, their appointment were not approved by the shareholders within 3 months. There was contravention of Regulation 17(1C)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations);

3. The Company has approved its result for the quarter and year to date ended 30th June, 2024 and 30th September, 2024 beyond 45 days i.e. in the meeting held on 14th February, 2025. There was contravention of Regulation 33(3)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations);

4. The Company has approved its annual audited financial results for the financial year ended 31st March, 2024 beyond 60 days i.e. in the meeting held on 6th December, 2024. There was contravention of Regulation 33(3)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations);

5. The Company has not filed the investors grievance statement for the quarter ended 31st March, 2024. There was contravention of Regulation 13(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations);

6. The Company has not filed the Corporate Governance report for the quarter ended 31st March, 2024. There was contravention of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations);

7. The Company has not filed the Shareholding pattern for the quarter ended 31st March, 2024 and 30th June, 2024 within 21 days from the end of quarter. There was contravention of Regulation 31(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations);

8. The Company has not filed the Reconciliation of Share Capital Audit report for the quarter ended 31st March, 2024; There was contravention of Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018;

9. The Company has not filed the Related party transaction for the half year ended 30th September, 2024. There was contravention of Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations);

10. The Company constituted its statutory Committees, namely the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee, on 21st June 2024. It was observed that from 1st April 2024 until 21st June 2024, the Company did not have these Committees in place, which is a non-compliance with the requirements under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. In terms of Section 203 of the Companies Act, 2013, every listed company is required to appoint whole-time Key Managerial Personnel (KMP), comprising at least one Managing Director/Chief Executive Officer/Manager/Whole-Time Director, one Chief Financial Officer, and one Company Secretary. The Company was not in compliance with the said requirement from 1st April 2024. The Company has since regularized its position through the following appointments:

S Mr. Manoj Agarwal as Managing Director with effect from 17^th May, 2024;

S Ms. Komal Agarwal as Company Secretary with effect from 15th July, 2024; and

S Mr. Payas Agarwal as Chief Financial Officer with effect from 28th August, 2024.

There was a period of non-compliance between 1st April 2024 and the respective dates of appointment of the above Key Managerial Personnel;

12. The Company appointed its Statutory Auditors for the audit of financial statements for the period 2011-2024 only on 15th October 2024. Accordingly, the Company failed to appoint Statutory Auditors in accordance with the provisions of Section 139 of the Companies Act, 2013 and the corresponding provisions of the Companies Act, 1956, resulting in non-compliance with the statutory requirement;

13. Certain statutory e-forms were not filed with the Registrar of Companies within the prescribed timelines, resulting in non-compliance with the relevant provisions of the Companies Act, 2013. The details of such delayed filings are as under:

S e-Form DIR-12 - 3 instances (events dated 17th April 2024, 21st August 2024, and 27th November 2024)

S e-Form MR-1 - 1 instance

S e-Form MGT-14 - 4 instances (events dated 15th July 2024 - 2 forms, 6th December 2024, and 7th December 2024)

S e-Form SH-7 - 1 instance (event dated 15th July 2024 - 3 forms)

S e-Form MGT-15 - 1 instance (event dated 30th December 2024)

S e-Form AOC-XBRL -1 instance (event dated 30th December 2024)

S e-Form MGT-7 - 1 instance (event dated 30th December 2024)

Management Remark

Pursuant to the NCLT Approved Resolution Plan the new board of Directors was appointed on 17 ^th May 2024. However, since the company was not in operation since 2011, various post CIRP transitional challenges delay in operationalizing certain statutory functions due to which the company could not hold the EGM/AGM within the prescribed period. The allotment and reduction of shares is being done by board of Director vide their meeting held on 15^th July, 2024, However the corporate actions of the same is being carried out by and approved by the CDSL/NSDL in the month of November, 2024.

However the appointment of Mr. Manoj Agarwal, Ms Pragya Agarwal, Mr Lalit Kumar and Mr Rajveer Singh was approved in the Annual General meeting of the company held on 30th December, 2024.

However the appointment of Mr Manoj Agarwal as Managing Director was approved in the Annual General Meeting of the company held on 30th December, 2024.

Due to a various change in the management and non-availability of Financial Statements for the previous years of the Company, this has impacted company ability to appoint an auditor in a timely manner resultant into delayed filling of Annual/Quarter financial results

The Board of Directors being appointed on 17.05.2024 was responsible for the prospective quarters/ yearly compliances.

The shareholding pattern for June24, quarter had filed delayed.

Due to a change in the management and non-availability of Financial Statements for the previous years of the Company and other post CIRP transitional challenges, which has impacted our ability to provide Related party transaction for the half year ended 30th September, 2024.

M/s S.N. Nanda & Co., were appointed as statutory Auditors of the Company by Resolution Professional during CIRP, however statutory Auditors resigned via an email dated 31^st July, 2024. Company has appointed M/s Rajat Associates for FY 2011-2012 to 2020-2021 and M/s M.B. Gupta & Co., from FY 2021-2022 to 2025-2026 on 15^th October 2024.

During the period under review the status of Company was Active Non-Complaint which was subsequently changes to Active Complaint in the month of November, 2024 causing delayed form filling of necessary forms. Further, delay of other forms was unintentional.

COST RECORDS

During the financial year under review, the requirement of maintaining Cost Records under Section 148 of the Companies Act, 2013 are not applicable on the Company.

NOMINATION & REMUNERATION POLICY

Post the Acquisition, based on the recommendations of the NRC, the Board has approved and adopted a revised Remuneration Policy for Directors, Key Managerial Personnel and all other employees of the Company (“Remuneration Policy”).

As part of this policy, the Company will strive to achieve alignment between pay and long-term sustainable performance. The Remuneration Policy is available on the website of the Company and can be accessed via. https://www.harigcrankshafts.com/investors.html.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year under review the Company was not covered under the provisions of Section 135 of the Companies Act, 2013 related to Corporate Social Responsibility.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section, forms part of this Annual Report and marked as Annexure-I.

INTERNAL CONTROLS AND ITS ADEQUACY

The Audit Committee defines the scope and area of Internal Audit and periodically reviews the Internal Audit Plans and Internal Audit Reports.

During the Financial Year, Internal Audit was regularly carried out and no material weakness was observed. There are adequate Internal Financial controls with reference to the financial systems. Those are periodically reviewed by the Management, Board and Committees thereof.

The Company has designed and implemented an internal financial controls system, taking into account the key components of various critical processes, both physical and operational. This system includes design, implementation, maintenance, and periodic internal reviews to ensure operational effectiveness and sustainability. These controls ensure the orderly and efficient conduct of business, adherence to company policies, safeguarding of assets, prevention of errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. The internal financial controls related to the financial statements are adequate and operating effectively.

The Audit Committee of the Board regularly reviews the adequacy and effectiveness of these internal controls, providing recommendations for improvements as needed.

The Company believes that these systems provide reasonable assurance that the Companys internal financial controls are adequate and are operating effectively as intended.

RISK MANAGEMENT

The Company is under process of developing a robust risk management framework, which identifies and evaluates business risks and opportunities and protect the interest of the shareholders and stakeholders. In the meantime, any major risks identified by the various functions are documented along with appropriate mitigating controls on a regular basis.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The detailed statement about Vigil Mechanism is provided in Corporate Governance Report which forms an integral part of this Annual Report.

The Whistle Blower Policy is available on the website of the Company at www.harigcrankshafts.com/investors.html.

DETAILS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186

During the financial year under review, the Company has not advanced any Loan, Guarantee or made any Investment covered under the provisions of Section 186 of the Act during the financial year.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025 is available on the Companys website and can be accessed at www.harigcrankshafts.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, the Company has no transaction with related parties which is required to be reported under Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

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

The information with regard to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable to the company.

PARTICULARS OF EMPLOYEES

The disclosure related to remuneration of directors and employees as required u/s 197(12) of the Companies Act, 2013 read with Rule 5(1) & 5(2)/(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and marked as Annexure- II.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance forms part of the Annual Report as required under Listing Regulations.

Compliance Certificate from Practicing Company Secretaries regarding Compliance of Conditions of Corporate Governance Annexed with this Directors Report and marked as Annexure-III

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

Save as otherwise provided in this report there were no significant material orders other than Orders mentioned in this Report which would impact the going concern status of the Company and its future operations were passed by the Regulators/ Courts/ Tribunals.

DIRECTORS RESPONSIBILITY STATEMENT

The Reconstituted Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 and provisions of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and in preparation of annual accounts for the financial year ended 31^st March, 2025 and state that:

• in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same.

• the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit and loss of the Company for the year ended on that date.

• the Directors 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.

• the annual accounts of the Company on a going concern basis.

• 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.

• proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Post CIRP, the Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has in place a Policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of the said Act. An Internal Complaints Committee has been set up to address the complaints received regarding Sexual Harassment. The policy and the Internal Complaints Committees announced to all staff and is available with HR Department. Training/awareness programmes are conducted throughout the year.

SECRETARIAL STANDARDS

Post CIRP, the Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India (ICSI).

LISTING

The Equity Shares of your Company are listed on the BSE Limited (BSE).

During the financial year under review the trading/dealing in securities of the Company was suspended by the Stock Exchange for violation of SEBI & Stock Exchange Regulation. After the closure of financial year Exchange has issued notice dated 1 July 2025 informing Revocation of Suspension in trading of Equity Shares of the Company, further exchange issued notice dated 2 July 2025 informing trading members that trade in securities is allowed w.e.f July 8, 2025.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, the Statutory Auditors and Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors as prescribed under Section 143(12) of the Companies Act, 2013 and rules made thereunder.

STATEMENT ON MATERNITY BENEFIT ACT

During the period under review, company has complied with the provisions of the Maternity Benefit Act. Post CIRP, Company has put necessary internal systems and HR Policies. The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity.

OTHER DISCLOSURES

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

• Issue of equity shares with differential voting rights or sweat equity or stock options.

• Fraud reporting by the auditors.

• 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.

ACKNOWLEDGMENT

Your Directors express their gratitude for the help, guidance and support received from the Lenders, Committee of Creditors and Monitoring professional as well as the statutory authorities. Your Directors and employees look forward to the future with confidence and stand committed towards creating a mutually rewarding future for all stakeholders.

	FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
	Sd/-
	Manoj Agarwal
Place : Noida	Chairman & Managing Director
6-22,26-32,46-58	DIN:00093633