HCL Infosystems Ltd Directors Report

Dear Shareholders,

HCL Infosystems Limited

Your Board of Directors are pleased to present the Thirty Ninth (39th) Annual Report on the Business and Operations of the Company, together with the audited Financial Statements, both standalone and consolidated, for the financial year ended March 31, 2025.

Financial Highlights

The summary of the financial performance of the Company for the Financial Year ended March 31, 2025, as compared to the previous year is as below:

Rs. in Lakhs

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Net Sales and other income	5,007.86	6,199.29	1084.35	1,783.89
Loss before exceptional items Interest, depreciation and tax	(2,630.10)	(2,686.89)	(1,419.17)	(1,151.18)
Finance charges	17.25	37.35	17.25	43.24
Depreciation and amortization	47.45	53.92	47.45	52.81
Exceptional items gain/(Loss)	583.88	1,196.36	(701.37)	(307.64)
Profit/(Loss) before tax	(2,110.92)	(1,581.60)	(2,185.14)	(1,554.88)
Provision for taxation: current	-	5.76	-	-
Net Profit/(loss) after tax	(2,110.92)	(1,587.36)	(2,185.14)	(1,554.88)

State of Companys Affairs/Performance

The consolidated net revenue and other income of the Company for the financial year ended March 31,2025, was Rs. 5,007.86 lakhs as against Rs. 6,199.29 lakhs during the previous financial year ended March 31, 2024. The consolidated loss before tax for the financial year ended, March 31, 2025, was Rs. 2,110.92 lakhs as against loss of Rs. 1,581.60 lakhs during the previous financial year ended March 31, 2024.

The net revenue and other income on standalone basis for the financial year ended, March 31, 2025, was Rs. 1,084.35 lakhs as against Rs. 1,783.89 lakhs during the previous financial year ended March 31, 2024. The loss before tax for the financial year ended, March 31,2025, was Rs. 2,185.14 lakhs as against loss of Rs. 1,554.88 lakhs during the previous financial year ended March 31, 2024.

Dividend

Your Board of Directors do not recommend any dividend for the financial year 2024-25.

Operations

A detailed analysis and insight into the financial performance and operations of your Company for the year ended March 31, 2025, is provided in the Management Discussion and Analysis, forming part of the Annual Report.

Share Capital

As on March 31, 2025, the authorized share capital of the Company stands at Rs. 1,756,000,000 (Rupees One Hundred Seventy-Five Crores Sixty Lakhs Only) divided into (i) 853,

000, 000 (Eighty-Five Crores and Thirty Lakhs) equity shares having a face value of Rs. 2 each and (ii) 500,000 (Five Lakhs) Preference Shares having a face value of Rs. 100 each.

As on March 31, 2025, the issued and subscribed share capital stands at Rs. 658,421,856 (Indian Rupees Sixty-Five Crores Eighty-Four Lakhs Twenty-One Thousand Eight Hundred and Fifty-Six only) divided into 329,210,928 (Thirty- Two Crores Ninety-Two Lakhs Ten Thousand Nine Hundred and Twenty-Eight) equity shares of face value of Rs. 2 each.

As on March 31, 2025, paid up equity share capital stands at Rs. 658,419,856 (Indian Rupees Sixty-Five Crores Eighty- Four Lakhs Nineteen Thousand Eight Hundred and Fifty- Six only) divided into 329,209,928 (Thirty-Two Crores Ninety-Two Lakhs Nine Thousand Nine Hundred and Twenty-Eight) equity shares of face value of Rs. 2 each.

Transfer to Reserves

In view of losses, no amount is proposed to be transferred to the general reserve of the Company.

Credit Rating

The Company has following credit ratings:

S. No.	Facilities	(? in Lakhs)	Rating
1	Long-term/short term bank facilities	11,687	CARE BBB+; Stable/CARE A2
2	Long-term/short term bank facilities	6,500	CARE AA- (CE); Stable/ CARE A1+ (CE)) #

# Rating is based on the credit enhancement in the form of unconditional and irrevocable corporate guarantee provided by HCL Corporation Private Limited, the promoter Company.

Deposits

Your Company has not accepted/renewed any deposits from the public during the year and there were no deposits outstanding either at the beginning or at the end of the year.

Listing

The Equity Shares of your Company are listed at The BSE Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE).

Stock Exchange(s) where HCL Infosystems Limited shares are listed	Scrip Symbol/ Code
National Stock Exchange of	HCL-INSYS
India Limited (NSE)
BSE Limited (BSE)	500179

The annual listing fees for the year have been paid to all these Stock Exchanges within the stipulated time.

Board of Directors & Key Managerial Persons (KMP)

As on March 31,2025, the composition of the Board of Directors ("Board") is as follows:

Sr. No	Name of the Director	Category
1	Dr. Nikhil Sinha	Chairman of the Board (Independent Director)
2	Ms. Ritu Arora	Independent Director
3	Mr. Kirti Kumar Dawar	Independent Director
4	Mr. Raghu Venkat Chivukula	Independent Director
5	Mr. Neelesh Agarwal	Non-Executive Non-Independent Director
6	Mr. Pawan Kumar Danwar	Non-Executive Non-Independent Director
7	Ms. Rita Gupta	Non-Executive Non-Independent Director

The Board is duly constituted with non- executive directors.

Ms. Rita Gupta has been appointed as an additional director (Non-executive & non-independent), liable to retire by rotation on the Board of the Company w.e.f. 7th February 2025.

Ms. Rita Gupta has been appointed as director, w e.f. 22nd March 2025 with the approval of shareholders of the Company by way of postal ballot.

Ms. Ritu Arora has ceased to be an Independent and NonExecutive Director with effect from 5th April 2025 upon completion of her second tenure.

The requisite certificate(s) from the practicing company secretary confirming that none of the directors of the Company have been debarred or disqualified from being appointed or continuing as directors of the Company by Securities and Exchange Board of India/Ministry of Corporate Affairs or any such authority is attached to the corporate governance report.

Key Managerial Persons

During the under review, Ms. Komal Bathla resigned from the position of Company Secretary & Compliance Officer w.e.f. the closing hours of 25th February 2025.

As on March 31,2025 below are the Key Managerial Personnel.

Mr. Alok Sahu	Chief Financial Officer
Mr. Raj Kumar Sachdeva	Manager

Ms. Twinkle Monga appointed as a Company Secretary & Compliance Officer w.e.f 23rd May, 2025. The said appointment is done in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Director Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Neelesh Agarwal, retires from office by rotation at the ensuing thirty-nine Annual General Meeting and being eligible, has offered himself for re-appointment. A brief resume, details of expertise and other directorships/ committee memberships held by him, form part of the notice convening the thirty-nine Annual General Meeting.

In terms of the provision of Section 149, 152(6) and other applicable provisions of the Companies Act, 2013, an independent director shall hold office up to a term of five consecutive years on the Board of the Company and shall not be liable to retire by rotation.

Postal Ballot

During the year under review, the Company conducted postal ballot for the following matter as follows:

Appointment of Ms. Rita Gupta (DIN:00899240) as NonIndependent and Non-Executive Director of the Company liable to retire by rotation.

The board of directors have appointed CS Vineet K Chaudhary, Managing Partner of M/s VKC & Associates, Practicing Company Secretary having membership No F5327 and CP No 4548 and in case of his failure, CS Mohit K Dixit having membership no F12361 and CP No. 17827 Partner of M/s VKC & Associates,, a Practicing Company Secretary, as the scrutinizer for conducting the postal ballot and e-voting process in a fair and transparent manner.

Due process was followed to conduct the postal ballot in accordance with Section 110 of the Companies Act, 2013,

and other applicable provisions, if any, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in compliance with general circular number nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 10/2021 dated June 23, 2021,03/2022 dated May 05, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs ("MCA Circulars")

Mode	Total Valid Votes		Votes in Favor			Votes Against
	Voters	No of votes	Voters	No of votes	%	Voters	No of votes	%
Postal Ballot (Remote e-voting)	519	207288303	469	207235519	99.975	50	52784	0.025

Committees of Board

Currently, the Board has 4 (Four) Committees: Accounts and Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, and Finance Committee. A detailed note on Committees is provided in the Corporate Governance Report and forms part of the Annual Report.

Composition of Accounts and Audit Committee

The composition of the Accounts and Audit Committee is given below:

Name	Category
Dr. Nikhil Sinha (Chairperson)	Independent & Non-executive
Ms. Ritu Arora*	Independent & Non-executive
Mr. Raghu Venkat Chivukula	Independent & Non-executive
Mr. Kirti Kumar Dawar	Independent & Non-executive
Mr. Pawan Kumar Danwar	Non-Independent & Non-executive

*Ms. Ritu Arora has ceased to be an Independent and NonExecutive Director with effect from 5th April 2025 upon completion of her second tenure.

The Board had accepted all the recommendations of the Accounts and Audit Committee during the financial year 2024-25.

Manner & Criteria of formal annual evaluation of the Boards performance and that of its Committees and Individual Directors

Pursuant to the provisions of Section 178 and 134 read with Schedule IV of the Companies Act, 2013 and Regulation 17(10) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors conducted a formal annual evaluation of its own performance, the Committees of the Board, and each individual Director.

The Company had appointed an external agency conduct the evaluation of the board, committees and individual directors including independent directors, as per the assessment criteria and norms designed by the Companys Human Resource Department and approved by the Boards

Nomination and Remuneration Committee. The evaluation reports were reviewed by an Independent HR consultant, who shared the results with the Board Chairman - Dr. Nikhil Sinha.

Independent Directors in their separate meeting held on 7th February, 2025 reviewed the performance of Non Independent Directors and the Board as a whole. They also reviewed the performance of the Chairperson of the Company.

Criteria/Policy on Appointment and Remuneration

The Company believes that a diverse Board will be able to leverage different skills, qualifications, and professional experiences which is necessary for achieving sustainable and balanced development. In accordance with the provisions of Section 178 of the Companies Act, 2013 and Part D of Schedule II of the Listing Regulations, the Company has adopted the policy on Nomination and Remuneration of Directors (Executive, Non-Executive and Independent), Key Managerial Personnel (KMPs), Senior Management and other Employees of your Company. The policy specifies the criteria for appointment of Directors and Senior Management and their remuneration and for determining qualifications, positive attributes and independence of a director. The policy is available on the website of the Company and can be assessed at

https://hclinfosystems.in/wp-content/uploads/2020/05/Appointment-and-Remuneration policy.pdf

Board Meetings

During the financial year 2024-25, 4 (Four) Board meetings were held and the gap between two meetings did not exceed one hundred and twenty days. The details of Board meetings are stated in the corporate governance report which forms part of the Annual Report.

The Board meetings were conducted in due compliance with and following the procedures prescribed in the Companies Act, 2013, SEBI Listing Regulations and applicable secretarial standards.

Corporate Social Responsibility (CSR)

Pursuant to the provision of section 135 of the Companies Act, 2013, the Company no longer meets any of the criteria required for CSR i.e. net worth criteria, turnover criteria, or net profit criteria. Therefore, the provision of CSR is not applicable.

Corporate Governance

The Company is committed to adhere to best corporate governance practices. The separate sections on Management Discussion and Analysis, Corporate Governance, and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI Listing Regulations, 2015 form part of this Annual Report.

Directors Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013, and based on the representations received from the operating management, the Directors hereby confirm that:

• in the preparation of the annual accounts for the financial year ended 31st March 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

• the directors had 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 on the financial year ended 31st March 2025 and of the profit and loss of the Company for that period;

• the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• the annual accounts have been prepared 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; and

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

Statement on Declaration given by Independent Directors

All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations, 2015.

Particulars of Employees and related disclosures

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(a) The ratio of the remuneration of each director to the median remuneration of the employees of the

Company for the financial year and the key parameters for any variable component of remuneration availed by the directors: NA*

* No remuneration has been paid to any director during the year.

(b) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Manager, Company Secretary in the financial year:

S. No.	Name	Designation	%age increase in remuneration#
1.	Mr. Alok Sahu	Chief Financial Officer	7%
2.	Mr. Raj Kumar Sachdeva	Manager	7%
3.	Ms. Komal Bathla*	Company Secretary	14%

*Ms. Komal Bathla - Resigned from position w.e.f. closing hour of 25th February, 2025

# Calculated on cost to the Company basis.

(c) The percentage increase in the median remuneration of employees in the financial year:

There was an increase of 12% in the median remuneration of the employees in the financial year 2024-25.

(d) The number of permanent employees on the rolls of Company:

The number of permanent employees on the rolls of the Company and its subsidiaries at the end of the financial year was 116.

(e) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase in the salaries of employees in the financial year 2024-25 is 8%.

(f) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

The Annual Report is being sent to the members of the Company and others entitled thereto, excluding the information under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended. Any member interested in obtaining the said information may write to the Company Secretary at the registered office of the Company.

Particulars of Loans, Guarantees or Investments

The Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and relevant rules thereunder are given in the notes to the Financial Statements.

Related Party Transactions

During the financial year 2024-25, all the related party transactions entered into by the Company were in the ordinary course of business and at arms length basis. The Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Company has employed an external firm of Chartered Accountants to review and evaluate the basis of such agreements and opine on their fairness

The Company has formulated a Policy on dealing with related party transactions which is also available on the website of the Company at the following web link:

https://hdinfosvstems.in/wp-content/uploads/2Q16/Q9/Related-Partv-transaction policy.pdf

The details of the related party transactions as required under the Act and the Rules are attached in Form AOC-2 as Annexure 1.

Internal Control Systems and their adequacy

The Company has put in place controls commensurate with the size and nature of its operations. These have been designed to provide reasonable assurance with regards to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance with corporate policies.

The Company has an internal audit function designed to review the adequacy of internal control checks in the system which, covers all significant areas of the Companys operations such as accounting and finance, procurement, business operations, statutory compliances, IT processes, safeguarding of assets and their protection against unauthorized use, among others. The internal audit function performs concurrent audits on high value transactions. The internal audit function also performs the internal audit of the Companys activities based on the internal audit plan, using external independent audit agencies, which is reviewed each year and approved by the Board and Audit Committee. The Audit Committee reviews the reports submitted by internal auditors. Suggestions for improvements are considered and the Audit Committee follows up on corrective action. Disciplinary action is taken, wherever required, for non-compliance with corporate policies and controls.

Adequacy of Internal Financial control with respect to Financial Statements

The Company has in place adequate internal financial controls with respect to financial statements. No material weakness in the design or operation of such controls was observed during the year.

Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, The Company has established a Vigil Mechanism/ Whistle Blower Policy for Directors and employee to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. No person has been denied access to the Chairman of the Audit Committee.

The said Policy is posted on the website of the Company and can be assessed at

https://www.hclinfosystems.in/wp-content/uploads/2016/09/Whistleblower Policy new.pdf

Risk Management Policy

The Board of the Company has adopted a risk management policy for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis, including aligning the internal audit functions to areas of key risks.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this annual report as a separate section.

Auditors & Auditors Report

As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company in its 36th Annual General Meeting held on 21st September 2022 approved the reappointment of M/s BSR & Associates LLP, Chartered Accountants (FRN - 116231W/ W-100024), as the Statutory Auditors of the Company for second term of 5 years i.e. from the conclusion of 36th Annual General Meeting till the conclusion of 41st Annual General Meeting of the Company.

The report given by M/s BSR & Associates LLP, Chartered Accountants, on the financial statements of the Company for the financial year 2024-25 is part of the Annual Report. There was no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors did not report any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act.

Secretarial Audit Report

The secretarial audit as per Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 was carried out by M/s. VKC & Associates, Practicing Company Secretaries for the financial year 2024-25.

The report given by the Secretarial Auditor of the Company and its material subsidiary HCL Infotech Limited forms an integral part of this Boards Report. There was no qualification, reservation or adverse remark or disclaimer in their report.

During the year under review, the Secretarial Auditor did not report any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act.

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Accounts & Audit Committee recommended and the Board of Directors appointed M/s. VKC & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for a period of further five years from 2025-26 to 2029-30 subject to the approval of the shareholders in the Annual General Meeting in compliance with the amended provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 vide SEBI Notification dated December 12, 2024 read with provisions of Section 204 of the Companies Act, 2013 &. Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder.

Material Unlisted Subsidiary

In terms of the provisions of the SEBI Listing Regulations, your Company has a policy for determining Material Subsidiary and the said policy is available on the Companys website at

https://www.hclinfosvstems.in/wp-content/uploads/2019/04/Materail-subsidiarv-policv.pdf

Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards as issued and amended by the Institute of Company Secretaries of India (ICSI), from time to time.

Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as required under the Companies (Accounts) Rules, 2014.

A) Conservation of energy-

(i) the steps taken or impact on conservation of energy; Although the operations of the Company are not energy-intensive, the management has been highly conscious of the criticality of conservation of energy at all the operational levels and efforts are being made in this direction on a continuous basis. Adequate measures have been taken to reduce energy consumption, whenever possible, by using energy efficient equipment.

(ii) the steps taken by the company for utilizing alternate sources of energy; NA

(iii) the capital investment on energy conservation equipments; NA

B) Technology absorption-

(i) the efforts made towards technology absorption- Nil

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution- Nil

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- Nil

(a) the details of technology imported- NA

(b) the year of import; - NA

(c) whether the technology been fully absorbed- NA

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof- NA and

C) The expenditure incurred on Research and Development: NIL

D) Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflow:

(Rs. in lakhs)

Particulars	F.Y. 2024-25
Foreign exchange earnings	-
Foreign exchange outgo	214.08

Consolidated Financial Statement

In accordance with the Companies Act, 2013 (the Act) and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Subsidiaries/Associates/JVs and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review there is no change in the Joint Ventures and Associate Companies of the Company.

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Subsidiaries Companies and Joint Venture in Form AOC-1 forms part of this annual report.

Annual Return

Pursuant to the provisions of Section 134(3)(a) r/w/ Section 92(3) of the Act, the annual return is posted on the Companys website and can be accessed at

https://hclinfosvstems.in/wp-content/uploads/2025/05/Annual-Return-2024-25.pdf.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been duly constituted to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the financial year 2024-25, no complaints were received by the Company related to sexual harassment.

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more have also been transferred to the demat account created by the IEPF Authority.

There were no unclaimed and unpaid dividends amount / the corresponding shares which were due to be transferred to IEPF/ IEPF suspense account during the financial year 2024-25.

Insider Trading Code

The code of conduct to regulate, monitor and report by designated persons and immediate relatives is in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended (the PIT Regulations). The said Code lays down guidelines for designated persons on the procedures to be followed and disclosures to be made in dealing with the securities of the Company and cautions them on consequences of non-compliances.

The Code of Practices and Procedures of Fair Disclosures of Unpublished Price Sensitive Information including a Policy for determination of legitimate purposes is also in line with the PIT Regulations. Further, the Company has put in place an adequate and effective system of internal controls including maintenance of structured digital database, standard processes to ensure compliance with the requirements of the PIT Regulations to prevent insider trading.

General

The board of directors of the Company states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

4. There was no significant or material order passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

5. Details of the Employees Stock Option Scheme Section as required under Section 62(1 )(b) of the Act read with rule 12(9) of Companies (Share Capital and Debentures) Rules,2014.

6. There is no change in the nature of the business of the Company.

7. There are no material changes or commitments, if any, affecting the financial position of the Company.

8. The company is not required to maintain cost records as per sub section (1) of Section 148 of the Companies Act, 2013.

9. No application was made or pending against the Company under Insolvency and Bankruptcy Code, 2016 (IBC).

10. There has been no case of one-time settlement with Bank or Financial Institution during the year as per rule Companies (Accounts) Rules, 2014 hence no requirement to provide 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.

Acknowledgements

The Directors place on record their appreciation for the continued co-operation extended by all stakeholders including various departments of the Central and State Government, Shareholders, Investors, Bankers, Financial Institutions, Customers, Dealers and Suppliers.

The Board also places on record its gratitude and appreciation for the committed services of the executives and employees of the Company.

On behalf of the Board of Directors
Raghu Venkat Chivukula	Pawan Kumar Danwar
(Director)	(Director)
DIN : 00520704	DIN : 06847503
Place : Noida
Date : 23rd May 2025