Hilton Metal Forging Ltd Directors Report

To,

The Members

Hilton Metal Forging Limited

Your Directors have pleasure in presenting the Twentieth Annual Report together with the Audited Financial Statements for the Financial Year (FY) ended 31st March, 2025.

1. FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

Particulars	FY 2024-25	FY 2023-24
Total Income	16,822.35	13,988.80
Total Expenses	16,212.58	13,202.28
ProRSit Before Tax	609.77	786.52
Provision for Tax	(7.87)	117.94
ProRSit After Tax	617.63	668.58

2. COMPANYS PERFORMANCE REVIEW

During the year under review, the total turnover of the Company increased to Rs. 16,822.35 Lakhs (PY: Rs. 13,988.80 Lakhs). During the year under review, ProRSit after Tax (PAT) was recorded at Rs. 617.63 Lakhs (PY: Rs. 668.58 Lakhs).

3. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the year under review.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT, 2013

The Company has not transferred any amount to General Reserves during the FY under review.

5. DIVIDEND

Your Directors have not recommended any dividend for FY 2024-25.

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

("IEPF")

Pursuant to the provisions of Section 124 of the Companies Act, 2013 ("the Act") and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the declared dividends, which remain unpaid or unclaimed for a period of 7 (seven) years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF).

During the year under review, the Company was not required to transfer any dividend to Investor Education and Protection Fund (IEPF).

7. PUBLIC DEPOSITS

During the FY under review, the Company has not accepted any deposits from the public and as such, there are no outstanding deposits within the purview of Section 73 of the Act, and rules made thereunder.

8. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint Venture or Associate Company.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL

STATEMENT RELATES AND THE DATE OF THE REPORT

No material changes and commitments which could affect the Companys RSinancial position, have occurred between the end of the RSinancial year and the date of this Report.

10. ANNUAL RETURN

The Annual Return pursuant to Section 92(3) read with Section 134(3)(a) of the Act is available on Companys website at https://www.hiltonmetal.com/annual/

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Composition of Board and Key Managerial Personnel

The Board is constituted in accordance with the requirements of the Act read with SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ( "Listing Regulations" ).

During the year under review, following changes were made in the Composition of the Board.

Induction to the Board:

Based on the recommendation of the Nomination and Remuneration Committee (NRC) and subject to the approval of the shareholders, the Board, in accordance with the provisions of Section 161 of the Act and applicable SEBI Listing Regulations, appointed Mr. Amit Pathak (DIN: 10764270), Mr. Rakesh Khajuria (DIN: 10764283), Ms. Himanshi Mota (DIN: 10764261) as Additional Independent Directors and Mr. Suryakant Mayani (DIN: 10764276) as Additional Non-Executive and Non-Independent Director of the Company. The shareholders of the Company approved the above appointments of Mr. Amit Pathak, Mr. Rakesh Khajuria and Ms. Himanshi Mota as Independent Directors of the Company by way of Special Resolutions at the 19th Annual General Meeting of the Company held on 27th September, 2024. The shareholders of the Company approved the appointment of Mr. Suryakant Mayani as Non-Executive Non-Independent Director of the Company by way of Ordinary Resolution at the 19th Annual General Meeting of the Company held on 27th September, 2024.

Based on the recommendation of the Nomination and Remuneration Committee (NRC) and subject to the approval of the shareholders, the Board, in accordance with the provisions of Section 161 of the Act and applicable SEBI Listing Regulations, appointed Mr. Vishal Jain (DIN: 09512854) as Additional Non-Executive and Non-Independent Director of the Company. The shareholders of the Company approved the appointment by way of Ordinary Resolution passed at the Extra-Ordinary General Meeting of the Company held on 28th November, 2024.

Appointment/Re-appointment of Directors in AGM

In terms of provisions of the Act, Mr. Suryakant Mayani (DIN: 10764276), Non-Executive and Non-Independent Director of the Company, will retire by rotation at the ensuing Annual General Meeting in pursuance of Section 152 of the Act and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

As stipulated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, brief resume of the Directors proposed to be appointed/re-appointed is given in the Notice convening 20th Annual General Meeting.

Cessation:

Mr. Sandeep Shah (DIN: 06402659), Mr. Prithivish Mundra (DIN: 08529151) and Ms. Nikita Moradia (DIN: 08530305), ceased to be Independent Directors of the Company w.e.f. close of business hours of 28th September, 2024 on account of completion of their second term as Independent Directors of the Company.

Mr. Vivek Sharma (DIN: 10238196) resigned as Non-Executive Non-Independent Director of the Company w.e.f. close of business hours of 18th October, 2024 due to medical reasons and further he has conRSirmed that that there was no other material reason for his resignation other than mentioned above for his resignation.

Mr. Priyam Chaturvedi (DIN: 10238193) resigned as Non-Executive Non-Independent Director of the Company w.e.f. close of business hours of 22nd October, 2024 due to medical reasons and further he has conRSirmed that that there was no other material reason for his resignation other than mentioned above for his resignation.

Key Managerial Personnel

Pursuant to the provisions of Sections 2(51), and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Yuvraj Malhotra, Chairman & Managing Director, Mr. Mohak Malhotra, Chief Financial OfRSicer and Ms. Richa Shah, Company Secretary are the Key Managerial Personnel of the Company as on 31st March 2025.

b) Declaration by Independent Director(s)

The Company has received declarations from all the Independent Directors of the Company afRSirming compliance with the criteria of independence laid under the provisions of Section 149(6) of the Act and under Regulation 16 (1)(b) of Listing Regulations.

c) Board Meetings

During the year under review, the Company held Eleven Board Meetings and a separate meeting of Independent Directors. The details of meetings of the Board are provided in the Report on Corporate Governance that forms part of this Annual Report. The maximum interval between any two meetings did not exceed the gap prescribed under the Act.

d) Performance Evaluation of the Board

Pursuant to the provisions of the Act, and Regulation 17 of Listing Regulations, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its committees.

At the meeting of the Board all the relevant factors, that are material for evaluating the performance of individual Directors, the Board and its various committees were discussed in detail. Various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, execution and performance of speciRSic duties, obligations and governance etc. were taken into consideration.

A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the independent Directors was carried out by the entire Board.

The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

e) Committees of the Board

The Board has constituted a set of committees in accordance with the requirements of the Act. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The statutorily mandated committees constituted under the provisions of the Act and Listing Regulations are the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The composition, terms of reference and other such necessary details of these Board level committees are provided in the Corporate Governance Report forming part of this Annual Report.

f) Nomination and Remuneration policy

Pursuant to the Provision of Section 178 of the Act and Regulation 19 of Listing Regulations and on recommendation of the Nomination and Remuneration Committee, the Board of Directors has adopted a policy on Criteria for Selection and Appointment of Directors, Senior Management Personnel, and their remuneration. Nomination and Remuneration policy is applicable to all Directors, Key Managerial Personnel (KMP), Senior Management team and other employees of the Company and the same is available on the Companys Website at https://www.hiltonmetal.com/wpcontent/uploads/2016/09/ RemunerationRSPolicyRSForRSTheRSMembersRSofRSBoardRSANdRSExecutiveRSManagement.pdf

g) Vigil Mechanism

As per the provisions of Section 177(9) of the Act, the Company has formulated Whistle Blower Policy and is required to establish a vigil mechanism for Directors and Employees. The Whistle Blower Policy can be accessed on the Companys website at https://www.hiltonmetal.com/wp-content/uploads/2016/09/ WhistleRSBlowerRSPolicy.pdf

12. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Act, in the preparation of annual accounts for the year ended on 31st March, 2025 and conRSirm that:

a. in the preparation of the annual accounts, for RSinancial year 2024-25, the applicable accounting standards had been followed and there were no material departures from the same;

b. the directors had 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 a airs of the Company at the end of the RSinancial year and of the proRSit of the company for that period;

c. the directors had taken proper and sufRSicient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

f. 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.

13. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the "Code of Conduct to regulate, monitor and report trading by designated persons in Listed or Proposed to be Listed Securities" of the Company ("the Insider Trading Code"). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company.

The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the Code") in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018 and formulated a Policy for determination of legitimate purposes as a part of the Code. The Code also includes policy and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information (UPSI) and aims at preventing misuse of UPSI.

The Code of Conduct for prevention of Insider Trading is available on Companys website https://www.hiltonmetal.com/wp-content/uploads/2022/12/5B-Code-Hilton.pdf

The Company Secretary appointed serves as the Compliance OfRSicer to ensure compliance and effective implementation of the Insider Trading Code. Matters related to the insider trading code are reported to the Audit Committee.

14. RISK MANAGEMENT

The Company implemented an integrated risk management approach through which it reviews and assesses signiRSicant risks on a regular basis to ensure that a robust system of risk controls and mitigation is in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges.

15. DETAILS ABOUT CSR COMMITTEE, POLICIES, IMPLEMENTATION, AND INITIATIVES

In accordance with Section 135 of the Companies Act, 2013 ("the Act"), all the Companies having net worth of Rs. 500 crore or more, or a turnover of Rs. 1000 crores or more or net proRSit of Rs. 5 crores or more during the immediately preceding RSinancial year, are required to spend 2% of the average proRSits of last three preceding Financial years on Corporate Social Responsibility ("CSR") activities. The provisions of Section 135 of the Act are applicable to your company since your Company had a net proRSit of Rs. 5 crores or more during the immediately preceding RSinancial year i.e. during FY 2023-24.

As a part of its initiative under the CSR drive, the Company has undertaken projects in accordance with Schedule VII of the Act and the Companys CSR Policy. The CSR Policy is available on the Companys website at https://www.hiltonmetal.com/csr-policy/. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed and marked as Annexure - I which forms integral part of this Report.

16. REPORT ON CORPORATE GOVERNANCE

Report on Corporate Governance as stipulated under Listing Regulations forms an integral part of this Annual Report. CertiRSicate from Practising Company Secretary conRSirming compliance of conditions of Corporate Governance as stipulated under Listing Regulations is attached to the report on Corporate Governance.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review forms an integral part of this Annual Report.

18. AUDITORS

a) Statutory Auditors and their Report:

M/s. Anil Bansal & Associates, Chartered Accountants (Firm Registration Number: 100421W) were re-appointed as Statutory Auditors of the Company in the 18th Annual General Meeting (AGM) of the Company held on 25th August, 2023, for second term of RSive consecutive years, from the conclusion of 18th AGM till the conclusion of 23rd AGM to be held in the year 2028.

The Statutory Auditors have conRSirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules made thereunder to continue to act as Statutory Auditors of the Company.

Further, the Auditors Report for the RSinancial year ended, 31st March, 2025 is annexed herewith for your kind perusal and information.

The observations and comments given by the Auditors in their report read together with notes to Accounts are self-explanatory and hence do not call for any further comments under section 134 of the Act.

b) Cost Auditors and their Report:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company are required to be audited. In view of the above, the Board had appointed Mr. Ritesh N Talati of M/s. V. J Talati & Co., Cost Accountants, as the Cost Auditor of the Company to conduct the Cost Audit for the Financial year 2024-25.

The Board of Directors of the Company, on the recommendation of the Audit Committee, has appointed Mr. Ritesh N. Talati of M/s. V. J. Talati & Co. as the Cost Auditors of the Company to conduct the audit of cost records for the RSinancial year 2025-26. Mr. Ritesh N. Talati, being eligible, has consented to act as the Cost Auditors of the Company for the RSinancial year 2025-26. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor for approval by the members forms part of the Notice convening the 20th Annual General Meeting.

c) Secretarial Auditor and their Report:

Pursuant to the provisions of Section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (as amended) the Company has appointed Ms. Shreya Shah, Practicing Company Secretary (Membership No. 39409) for conducting Secretarial Audit of the Company for the RSinancial year ended on 31st March, 2025.

The Secretarial Audit Report for the RSinancial year ended 31st March, 2025 is annexed herewith and marked as Annexure II to this Report. In the Report, the Secretarial Auditor has observed the following:

i. Rule 7(3) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 - Delay in RSiling e-Form ZNCARSIEPF5RSVPRRSPRD (Online VeriRSication Reports) post veriRSication of e-Form IEPF-5 RSiled.

Directors Comments: Delay in RSiling was caused due to late receipt of RTA Reports on the claim made by the Investors in e-Form IEPF-5.

ii. Section 128(1) of the Companies Act, 2013 Delay in RSiling e-Form AOC-5 for registering place for keeping/maintaining books of accounts.

Directors Comments: The Company inadvertently missed out on RSiling the e-Form and upon realizing the mistake, the Company immediately RSiled e-Form AOC-5.

iii. Section 92 of the Companies Act, 2013 Delay in RSiling e-Form MGT-7 for registering annual return for the FY 2024-25.

Directors Comments: The Company inadvertently missed out on RSiling the e-Form and upon realizing the mistake, the Company immediately RSiled e-Form MGT-7.

iv. Section 12 of the Companies Act, 2013- Delay in RSiling e-Form INC-22 for registering shifting of Registered OfRSice within local limits of the city.

Directors Comments: The Company inadvertently missed out on RSiling the e-Form and upon realizing the mistake, the Company immediately RSiled e-Form INC-22.

v. Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

For the period from 27th September 2024 to 18th October 2024, the total number of Directors on the Board were Seven (7). According to the said regulation, the total number of Independent Directors on the Board should have been Four (4), being one-half of the total number of Directors. However, the actual number of Independent Directors on the Board for the said period were only Three (3). On receipt of SOP Notices for this non-compliance from the BSE and NSE, the requisite RSine amount was paid on 2nd December, 2024 and 15th April, 2025 respectively to each of the exchanges.

Directors Comments: Since Mr. Vivek Sharma resigned from the post of Non-Executive Non-Independent Director of the Company w.e.f. 18th October, 2024 due to his ill health and medical reasons, the total number of Directors on the Board of Directors reduced from Seven (7) to Six (6), having (3) Independent Directors on the Board and hence, the Company became compliant with the said regulation.

vi. Regulation 167(6) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018

Mr. Rakesh Garg, one of the non-promoter allottee, to the 5,00,000 equity shares allotted pursuant to conversion of warrants issued on preferential basis, had dealt in the equity shares of the Company during November 2022 (Purchase) and June 2023 (Sale), resulting in non-compliance of said regulation.

Directors Comments: The Company did verify the holding status of Mr. Rakesh Garg, one of the non-promoter allottee, to the 5,00,000 equity shares pursuant to conversion of warrants issued on preferential basis, as on:

(i) the relevant date i.e. 12th August 2022;

(ii) the date of RSiling an application seeking in-principle approval on 20th August, 2022 with Stock Exchanges before allotment of warrants; and

(iii) the date of availing shareholders approval i.e. 13th September, 2022.

On receipt of Query from NSE while applying for Listing of 5,00,000 equity shares allotted pursuant to conversion of warrants issued on preferential basis to Mr. Rakesh Garg, the Company applied for waiver request to exempt the Non-Compliance of SEBI ICDR Regulations and seek permission for Listing of Equity Shares on 4th January, 2025. Further, in the said waiver application, the Company mentioned about the Allottees readiness to disgorge the proRSits of Rs. 2,16,30,478/- to NSE Investor Education Protection Fund ("NSE IEPF"). NSE vide its letter dated 11th February, 2025 and 25th February, 2025 granted Listing Approval and Trading Approval respectively for the said 5,00,000 equity shares allotted to Mr. Rakesh Garg pursuant to conversion of warrants issued on preferential basis. No further communication was received from NSE on this matter.

vii. Regulation 167(6) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 .

Soham World A Real Growth Limited ("Soham"), one of the non-promoter allottees to the 1,00,000 equity shares allotted pursuant to conversion of warrants issued on preferential basis, had dealt in the equity shares of the Company during the period from 9th September, 2022 to 6th January, 2023 (Purchase) and during the period from 7th January, 2023 to 30th June 30, 2023 (Sale-Purchase), resulting in non-compliance of said regulation.

Directors Comments: The Company did verify the holding status of Soham, one of the non-promoter allottee, to the 1,00,000 equity shares pursuant to conversion of warrants issued on preferential basis, as on:

(i) the relevant date i.e. 12th August 2022;

(ii) the date of RSiling an application seeking in-principle approval on 20th August, 2022 with Stock Exchanges before allotment of warrants; and

(iii) the date of availing shareholders approval i.e. 13th September, 2022.

On receipt of Query from NSE while applying for Listing of 1,00,000 equity shares allotted pursuant to conversion of warrants issued on preferential basis to Soham, the Company applied for waiver request to exempt the Non-Compliance of SEBI ICDR Regulations and seek permission for Listing of Equity Shares on 19th March, 2025. Further, in the said waiver application, the Company mentioned about Allottees readiness to disgorge the proRSits of Rs. 27,48,246.92/- to NSE Investor Education Protection Fund ("NSE IEPF"). NSE vide its letter dated 29th May, 2025 granted Listing Approval for the said 1,00,000 equity shares allotted to Soham pursuant to conversion of warrants issued on preferential basis. Advisory letter dated 29th May, 2025 was also issued by NSE to be careful in future and exercise due diligence while submitting further applications to the Stock Exchange.

viii. Regulation 167(6) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018

Mukeshkumar HUF and Ms. Khushi Jain, the non-promoter allottees to the 2,00,000 equity shares allotted pursuant to conversion of warrants issued on preferential basis, had dealt in the equity shares of the Company during the period from 26th September, 2022 to 12th December, 2022 (Sale-Purchase), resulting in non-compliance of said regulation.

Directors Comments: The Company did verify the holding status of Mukeshkumar HUF and Ms. Khushi Jain, the non-promoter allottees to the 2,00,000 equity shares pursuant to conversion of warrants issued on preferential basis, as on:

(i) the relevant date i.e. 12th August 2022;

(ii) the date of RSiling an application seeking in-principle approval on 20th August, 2022 with Stock Exchanges before allotment of warrants; and

(iii) the date of availing shareholders approval i.e. 13th September, 2022.

On receipt of Query from NSE while applying for Listing of 2,00,000 equity shares allotted pursuant to conversion of warrants issued on preferential basis to Mukeshkumar HUF and Ms. Khushi Jain, the Company applied for waiver request to exempt the Non-Compliance of SEBI ICDR Regulations and seek permission for Listing of Equity Shares on 13th January, 2025. Further, in the said waiver application, the Company mentioned about Allottees readiness to disgorge the proRSits of Rs. 52,430/- to NSE Investor Education Protection Fund ("NSE IEPF"). NSE vide its letter dated 29th May, 2025 granted Listing Approval for the said 2,00,000 equity shares allotted to Mukeshkumar HUF and Ms. Khushi Jain pursuant to conversion of warrants issued on preferential basis. Advisory letter dated 29th May, 2025 was also issued by NSE to be careful in future and exercise due diligence while submitting further applications to the Stock Exchange.

Further, the Board of Directors of the Company has appointed Ms. Shreya Shah, Practicing Company Secretary (M. No. 39409/CoP: 15859), as the Secretarial Auditor of the Company for the period of 5 (RSive) consecutive years from Financial year 2025-26 till Financial year 2029-30 to carry out the audit of secretarial and related records of the Company, subject to the approval of Shareholders in the ensuing Annual General Meeting of the Company.

The Company has received consent letter along with peer reviewed certiRSicate from Ms. Shreya Shah to act as the Secretarial Auditor for conducting an audit of the secretarial records of the Company for the period of 5 (RSive) consecutive years.

Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report for the Financial Year 2024-25 issued for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder by Ms. Shreya Shah has been submitted to the Stock Exchanges and is annexed and marked as Annexure III to this Report.

d) Internal Auditor & their reports

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. Paresh Kapasi & Associates, Chartered Accountants as the Internal Auditors of the Company.

The Internal Audit reports are reviewed by the Audit Committee on a periodic basis.

e) Reporting of fraud by Auditors

During the FY under review, the Auditors of the Company have not identiRSied or reported any fraud as speciRSied under Section 143(12) of the Act to the Audit Committee.

19. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal RSinancial controls system, commensurate with the size, scale and complexity of its operation. The scope and authority of the Internal Audit function is well deRSined. The Internal Auditor reports to the Chairman of the Audit Committee. Based on the report of internal audit, management undertakes corrective action in their respective areas and thereby strengthens the controls. SigniRSicant audit observations and corrective actions thereon are presented to the Audit Committee.

The Audit Committee evaluates the efRSiciency and adequacy of the RSinancial control system in the company and strives to maintain the standards in the Internal Financial Control.

20. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

Pursuant to Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, disclosures on particulars relating to investments as on 31st March 2025 are given in the Notes to the Financial Statements. There are no loans given guarantees issued, or securities provided by your Company in terms of Section 186 of the Act, read with the Rules issued thereunder.

21. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered with related parties during the FY were in the ordinary course of business and on arms length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially signiRSicant transactions with the related parties during the RSinancial year which were in conRSlict with the interest of the Company and hence, enclosing Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

22. SHARE CAPITAL:

Allotment of Equity shares on conversion of warrants issued on preferential basis

During the FY under review, the Company allotted 24,00,000 fully paid-up Equity Shares of the Company on conversion of 24,00,000 warrants issued on preferential basis to Promoters, Promoter group and Persons belonging to Non- Promoter public category, in tranches.

Buy Back of Securities/ Sweat Equity/Employees Stock Option Plan

During the FY under review, the Company has neither issued any Sweat Equity Shares or Bonus shares, nor has it bought back any of its securities, nor has it provided any stock option scheme to the employees.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith and marked as "Annexure-IV" .

24. PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under section 197(12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of the Directors Report for the year ended 31st March, 2025 and are attached to this Report and marked as "Annexure V" .

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014, there are no employees drawing remuneration in excess of the limits set out in the said rules.

25. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION

AND REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Companys premises through various practices and always endeavors to provide an environment that is free from discrimination. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. The Company also ensures all allegations of sexual harassment are investigated and dealt with effectively and appropriately.

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the RSinancial year ended 31st March, 2025, the Company has not received any complaints of sexual harassment.

The following is a summary of sexual harassment complaints received and disposed of during the year: (a) Number of complaints pending at the beginning of the year: Nil (b) Number of complaints received during the year: Nil (c) Number of complaints disposed o during the year: Nil (d) Number of cases pending for more than 90 days: Nil (e) Number of cases pending at the end of the year: Nil

25. COMPLIANCE ON MATERNITY BENEFIT ACT, 1961

The provisions of Maternity BeneRSit Act, 1961 were not applicable to the Company during FY 2024-25.

26. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND

BANKRUPTCY CODE, 2016 (IBC, 2016) DURING THE YEAR ALONG WITH STATUS AT THE END OF THE

FINANCIAL YEAR

The Company has not made any application nor any proceeding is pending against the company under IBC, 2016.

27. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME

SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS AND FINANCIAL

INSTITUTIONS ALONG WITH REASONS THEREOF

Since the Company has not entered into any One Time Settlement with Banks or Financial Institutions, furnishing details in this regard, is not applicable.

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

There were no signiRSicant and material orders passed by the regulators or courts or Tribunals impacting the going concern status and Companys operation in future.

29. STATUTORY COMPLIANCE

The Company has complied with all the statutory requirements. A declaration regarding compliance with the provisions of the various statutes is also made by the Managing Director. The Company ensures compliance with the Act, Listing Regulations and various statutory authorities on a quarterly basis in the Board Meeting.

Compliance with Secretarial Standards

During the year under review, the Company has complied with all the applicable mandatory Secretarial Standards.

30. APPRECIATION & ACKNOWLEDGEMENTS

The Board of Directors would like to express their sincere appreciation for the commitment, dedication and hard work done by the employees of the Company and the positive co-operation extended by Banks, Government Authorities, Customers and various other stakeholders. The Board also wishes to place on record its deep gratitude towards the shareholders for their continued support and conRSidence.

	For and on behalf of the Board of Directors
Place: Mumbai
Date: 30th May, 2025	Yuvraj Malhotra
Chairman & Managing Director
DIN: 0022515