Innovators Facade Systems Ltd Directors Report

To,

The Members,

Innovators Facade Systems Limited

Your directors are presenting Twenty Sixth Annual Report on the operations of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2025.

1. FINANCIAL STATEMENTS & RESULTS:

I. FINANCIAL RESULTS:

The Companys performance for the year ended 31st March 2025 as compared to the previous financial year, is summarized below:

In Lakhs)

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	22,137.35	21,510.91	22,13735	21,510.91
Other Income	321.83	348.92	321.83	349.52
Total Revenue	22,459.18	21,859.83	22,459.18	21860.43
EBITDA	3,556.35	3,193.49	3,579.58	3,204.57
Finance Cost	941.05	832.62	941.05	832.62
Depreciation	498.26	365.12	498.26	365.12
Profit Before Tax	2,117.03	1,995.75	2,140.26	2006.83
Current & Deferred Tax	(539.12)	479.17	(539.12)	480.39
Profit After Tax	1,577.91	1,516.58	1,601.14	1,526.44
Financial Ratios
EBITDA (% of Revenue from Operation)	16.06	14.85	16.17	14.90
PBT (% of Revenue from Operation)	9.56	9.28	9.67	9.33
PAT (% of Revenue from Operation)	7.13	7.05	7.23	7.10

II. OPERATIONS:

The Company is engaged in the business of designing, engineering, fabrication, supply and installation of facade systems. There has been no change in the business of the Company during the financial year ended 31st March, 2025.

The highlights of the Companys performance on standalone basis are as under:

A. Revenue from Operations

During FY 2024-25, the Company has recorded total revenue of Rs. 22,137.35 lakhs from its facade business as compared to revenue of Rs. 21,510.91 lakhs in previous financial year.

B. EBITDA

EBITDA (Standalone) for the current financial year has increased to Rs. 3,556.35 lakhs from Rs. 3,193.49 lakhs in previous financial year EBITDA as a % of Revenue has shown a growth from 14.85% to 16.06%. Consolidated EBITDA in current financial year has increased to Rs. 3,579.58 lakhs from Rs. 3,204.57 lakhs in previous financial year.

C. Net Margin / Profit After Tax

Profit after Tax (Standalone) has increased to Rs. 1,57791 lakhs in FY 2024-25 as compared to Rs. 1,516.58 lakhs in previous financial year. Net Margin Ratio (Net profit after tax to turnover) in FY 2024-25 is 713% against 705% in FY 2023-24. Consolidated Profit after Tax in current financial year has increased to Rs. 1,601.14 lakhs from Rs. 1,526.44 lakhs in previous financial year.

D. Debtors Turnover

Debtors to Turnover Ratio in FY 2024-25 is 4.05 times against 5.84 times in FY 2023-24.

E. Return on Net Worth

Return on Net Worth in FY 2024-25 is 11.04 % against 11.93 % in FY 2023-24.

2. DIVIDEND:

In order to conserve the resources of company, the directors are not recommending any dividend for the FY 2024-25.

3. AMOUNT TRANSFERRED TO RESERVES:

The Board hasnt recommended any amount to be transferred to the reserves for the financial year under review.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no unpaid/unclaimed dividend amount lying with the Company, therefore the provisions of Section 125 of the Companies Act, 2013 do not apply.

5. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Companys website www.innovators.in.

6. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The details of the subsidiaries, joint ventures or associate companies are as mentioned below:

Sr. Name of the Company No.	Subsidiary/Joint Venture / Associate
1. Innovators Engineering Works Private Limited	Wholly Owned Subsidiary Company

Further, a statement containing the salient features of the financial statement of subsidiary Company in the prescribed format AOC 1 is appended as an "Annexure I" to the Boards report. The statement also provides the details of performance, financial positions of the subsidiary company.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiary, are available on website of the Company on http://www.innovators.in.

These documents will also be available for inspection during the business hours at the registered office of the Company.

7. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company i.e. 31st March, 2025 to which these financial statements relate and the date of this report.

8. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

Adequate internal control systems commensurate with the nature of the Companys business and size and complexity of its operations are in place and has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws

and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

Transactions/Contracts/ arrangements, falling within the purview of provisions of Section 188(1) of the Companies Act, 2013, entered by the Company with related parties as defined under the provisions of Section 2(76) of the Act, during the financial year under review, were in ordinary course of business and have been transacted at arms length basis. During the year under review, all contracts / arrangements / transactions entered into by the Company with related parties were approved by the Audit Committee and Prior omnibus approval is obtained for related party transactions which are repetitive in nature and entered

in the ordinary course of business and on arms length basis.

Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable to the Company for FY 202425 and hence does not form part of this report.

The Policy on dealing with Related Party Transactions may be accessed on the Companys website at the link: http://innovators.in/investors-corner/

10. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Particulars of loans given, investments made, guarantees given and securities provided as covered under the provisions of Section 186 of the Companies Act, 2013 if any, have been disclosed in the notes to the standalone financial statements forming part of the Annual Report.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

12. DETAILS OF CHANGE IN COMPOSITION OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

The constitution of the Board of Directors is in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Shivchand Sharma (DIN: 00298265) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for reappointment. Necessary resolution for his re-appointment is included in the Notice of 26th AGM for seeking approval of Members. The Directors recommended his re-appointment for your approval. A brief profile relating to him is given separately as an annexure to the AGM Notice.

Following changes were recorded in the composition of KMP of the Company:

a) Mr Raman Shivchand Sharma, Whole-Time Director & CEO of the Company resigned and stepped down from the position of Chief Executive Officer (CEO) with effect from 1st March, 2025, in order to discharge the duties of a Whole-Time Director of the Company in an efficient manner He shall continue to act as a Whole-Time Director of the Company.

b) Mr.Rohit Radheshyam Sharma, Regional Head-South, has been appointed as Chief Executive Officer (CEO) of the Company w.e.f. 1st March, 2025.

13. SHARE CAPITAL:

The details of Share Capital of the Company are as under:

	As at 31st March 2025		As at 31st March 2024
Particulars	Number of Shares	Amount (In Rs.)	Number of Shares	Amount (In Rs.)
Authorised Capital:
Equity Shares of t 10/- each	2,10,00,000	21,00,00,000	2,10,00,000	21,00,00,000
Issued, Subscribed & Paid-up Capital:
Equity Shares of t 10/- each	1,88,67,808	18,86,78,080	1,88,67,808	18,86,78,080

14. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

I. BOARD OF DIRECTORS:

The composition of the Board as on 31st March, 2025 is in conformity with the provisions of the Companies Act, 2013.

The Board of Directors met Eleven times during the financial year under review on 26th April 2024, 27th May 2024, 17th June 2024, 11th July 2024, 16th August 2024, 05th October 2024, 12th November 2024, 24th December 2024, 15th January 2025,27th February 2025 and 25th March 2025.

COMPOSITION OF THE BOARD:

The Company has a very balanced and diverse composition of Board of Directors, which primarily takes care of the business needs and stakeholders interest. The Non-executive Directors including Independent Directors on the Board are experienced and highly competent persons in their respective fields of expertise. They take active part at the Board and Committee Meetings by providing valuable guidance to the Management on various aspects of business, policy direction, governance, compliance etc. and play pivotal role on strategic issues, which enhances the transparency and add value in the decision-making process of the Board of Directors.

CATEGORY OF THE DIRECTORS	NUMBER OF DIRECTORS
Executive	2
Non-executive
Non-executive Non-Independent Director	1
Non-executive Non-Independent Director (Woman Director)	0
Non-executive Independent Director (Woman Director)	1
Non-executive Independent Director	2
Total	6

Except, Mr. Shivchand Sharma who is the father of Mr. Radheshyam Sharma & Mr. Raman Sharma and Mr. Radheshyam Sharma who is the brother of Mr. Raman Sharma, no other Director is related directly or indirectly to any other Directors of the Company.

II. COMMITTEES OF THE BOARD

The Committees of the Board play a vital role in the governance structure of the Company and help the Board of Directors in discharging their duties and responsibilities. The Committees have been constituted to deal with specific areas / activities, which concern the Company.

The Committees are set with clearly defined roles and goals, which are crucial for the smooth functioning of the Company. The Board is responsible for the action of the Committees.

The Chairman of the respective Committees inform the Board about the summary of the discussions held in the Committee Meetings. The minutes of the meetings of all the Committees are placed before the Board for review.

There are currently Four Committees of the Board, as follows:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

d. Corporate and Social Responsibility Committee

Below are the details of all the Committees along with their compositions, and meetings held during the year:

A. AUDIT COMMITTEE:

Pursuant to Provisions of Section 177 of the Companies Act, 2013 during the financial year under review the Audit Committee met Ten times on 26th April 2024, 27th May 2024, 11th July 2024 16th August 2024, 05th October 2024, 12th November 2024,24th December 2024, 15th January 2025 ,27th February 2025 and 25th March 2025.

I. Terms of Reference/ Policy:

Apart from all the matters provided under Section 177 of the Companies Act, 2013, the Audit Committee reviews reports of the internal auditor, financial performance and meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company.

II. Composition of the Audit Committee:

Composition of Audit Committee is as follows:

SR NO.	NAME	CATEGORY	DESIGNATION
	Mr. Subhash	Non-Executive	Chairman
1.	Chand Gupta	Independent Director
	Mr. Sunil	Non-Executive	Member
2.	Krishnarao Deshpande	Independent Director
	Mrs. Poonam	Non-Executive	Member
3.	Bhati	Independent Director
4.	Mr. Radheshyam Sharma	Managing Director	Member

The Members of the Audit Committee are financially literate and have requisite accounting and financial management expertise. The Audit Committee Policy of the Company is hosted on the Companys Website at: http://innovators.in/investors-corner/

B. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to provisions of section 178 of the Companies Act, 2013 during the financial year under review, the Nomination and Remuneration Committee met Four times on 16th August 2024, 05th October 2024, 15th January 2025 and 27th February 2025.

I. Terms of Reference/Policy:

On recommendation of the Nomination and Remuneration Committee the Company has framed a policy as per Section 178 of the Companies Act, 2013 for selection and appointment of Directors, Senior Management and their remuneration.

II. Composition of the Nomination and Remuneration Committee:

Composition of Nomination and Remuneration Committee is as follows:

SR NO.	NAME	CATEGORY	DESIGNATION
	Mr. Subhash	Non-Executive	Chairman
1.	Chand Gupta	Independent Director
	Mr. Sunil	Non-Executive	Member
2.	Krishnarao Deshpande	Independent Director
	Mrs. Poonam	Non-Executive	Member
3.	Bhati	Independent Director
	Mr. Shivchand	Non-Executive	Member
4.	Sharma	Non -Independent Director

The Company has Nomination and Remuneration policy, which provides the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees in accordance with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Policy of the Company is hosted on the Companys Website at: http://innovators.in/investors- corner/

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to provisions of section 178 of the Companies Act, 2013 during the financial year under review, the Stakeholders Relationship Committee met Four times on 27th May 2024, 16th August 2024, 12th November 2024 and 27th February 2025.

I. Terms of Reference/Policy:

Apart from all the matters provided under section 178 of the Companies Act, 2013. The Stakeholders Relationship Committee reviews the complaints received from the stakeholders of the company as and when required

and discusses their findings, suggestions, observations and other related matters.

II. Composition of the Stakeholders Relationship Committee:

Composition of Stakeholders Relationship Committee is as follows:

SR NO.	NAME	CATEGORY	DESIGNATION
1.	Mr. Subhash Chand Gupta	Non-Executive Independent Director	Chairman
2.	Mr. Sunil Krishnarao Deshpande	Non-Executive Independent Director	Member
3.	Mrs. Poonam Bhati	Non-Executive Independent Director	Member

The Stakeholders Relationship Committee Policy of the Company is hosted on the Companys Website at: http://innovators.in/investors-corner/

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Pursuant to provisions of section 135 of the Companies Act, 2013 during the year under review, Corporate Social Responsibility Committee Meeting was held by the Company on 27th February, 2025. The details as per the provisions of Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 is annexed herewith as "Annexure II" to this report.

I. Terms of Reference/Policy:

Pursuant to the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014. The Company has constituted Corporate Social Responsibility Committee and framed a policy on Corporate Social Responsibility.

15. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received and taken on record the declarations received from the Independent Directors of the Company in accordance with the Section 149(6) of the Companies Act, 2013 confirming their independence and pursuant to Regulation 25 of the Listing Regulations.

16. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

During the year under review, pursuant to Schedule IV of the Companies Act, 2013 and the Rules made thereunder all the Independent Directors of the Company met once without the attendance of Non-Independent Directors and Members of the Management.

The Non-Executive Independent Directors of the Company met on 25th March, 2025. During the said meeting, the following points were discussed:

The performance of Non-Independent Directors and the Board as a whole.

The performance of the Chairman of the Company taking into account the views of Executive Director and Non-Executive Directors.

The quality, quantity and timeliness of flow of information between the Company management and the Board, that is necessary for the Board to effectively and reasonably perform its duties.

All the Non-Executive Independent Directors were present throughout the meeting. They expressed their satisfaction on the governance process followed by the Company as well as the information provided to them on a timely basis.

17. POSTAL BALLOT

The Company sought the approval of its shareholders on following matters by way of Special Resolutions through postal ballot notice dated February 27, 2025, by utilizing remote e-voting process only. For the said postal ballot, remote e-voting began on March 1, 2025, and concluded on March 31, 2025. On the final day of remote e-voting, i.e. March 31, 2025, the resolutions were passed with the necessary majority and the outcomes were declared on April 1, 2025.

Details of Special Resolution passed through postal ballot during FY 2024-25 is as under:

Sr. Particulars No.	Type of Resolution
Re-appointment of Mr. Subhash Chand Gupta (DIN: 08649898) as a
1. Non-Executive Independent Director of the company with effect from 15th January, 2025.	Special Resolution

Ordinary Resolutions passed through postal ballot during FY 2024-25:

Further, the Company had sought the approval of its shareholders by way of an ordinary resolution through notice of postal ballot dated February 27, 2025, for approval material related party transactions. Details of Ordinary Resolution passed are as under

Sr. Particulars No.	Type of Resolution
Approval of material Related Party Transaction(s) between the company with Innovators Contracting Works Private Limited (ICWPL) [identified as an associates of the Wholly Owned Subsidiary Company named Innovators Engineering Works Private Limited] u/s. 188 of the Companies Act, 2013 and rules made thereunder.	Ordinary Resolution
Approval of material Related Party Transaction(s) between the company with Innovators Building Products Private Limited (IBPPL) u/s. 188 of the Companies Act, 2013 and rules made thereunder.	Ordinary Resolution
4. Approval of material Related Party Transaction(s) between the company with Cleantech Engineering Private Limited (CEPL) u/s. 188 of the Companies Act, 2013 and rules made thereunder.	Ordinary Resolution

The aforementioned Postal Ballot were conducted solely through the remote e-voting process in accordance with provisions of Sections 108 and 110, as well as other applicable provisions of the Act and its corresponding Rules. Mrs. Priti Nikhil Jajodia, Practicing Company Secretary (Mem. No. ACS 36944 /C.P. No. 19900), was appointed as Scrutinizer, for conducting the above Postal Ballots through the remote e-voting process fairly and transparently and following the provisions of the Act and the rules made thereunder.

18. VIGIL MECHANISM POLICY:

The Board of Directors of the Company has pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 established Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and/or reports, etc.

The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the Companys website at: innovators.in/investors-corner/.

19. RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the Companys businesses. Risk management is a structured approach to manage uncertainty. The Board has adopted a Risk Management Policy for all its business divisions and corporate functions and the same have embraced in the decision making to ease the risk involved. Key business risks and their mitigation are considered in

day-to-day working of the Company and also in the annual/strategic business plans and management reviews.

20. PERFORMANCE EVALUATION:

Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework under which evaluation of the performance of Board as a whole, its committees and the individual directors was carried out. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors; without participation of the concerned Director. The Nomination and Remuneration Committee has approved the Policy relating to evaluation of every directors performance. Accordingly, evaluation of all directors was carried out.

21. DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS:

The familiarization programme aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report and is marked as "Annexure III " to this Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as required pursuant to the provisions of Schedule V of the SEBI Regulations forms part of this Annual Report.

24. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

i. STATUTORY AUDITORS:

At the Annual General Meeting of the Company held on 18th September, 2024, M/s. DMKH & Co., Chartered Accountants, Mumbai (Firm Registration Number 116886W), were appointed as statutory auditors of the Company for a term of five years [i.e., till the conclusion of Annual General Meeting to be held in Financial Year 20292030].

The requirement to place the matter relating to appointment of auditors for ratification by members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from 07th May, 2018. Accordingly no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM.

ii. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2025:

The auditors report for the financial year ended 31st March, 2025 does not contain any qualification, reservation or adverse remark and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

iii. FRAUD REPORTING:

During the year under review, there were no instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted.

25. SECRETARIAL AUDITOR:

The Secretarial Auditor, M/s. Jajodia & Associates, Practicing Company Secretary in practice, (COP No. 19900), has issued Secretarial Audit Report for the Financial Year 2024-25 pursuant to provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is annexed as "Annexure IV" and forms part of this Report.

26. INTERNAL AUDITORS:

During the financial year under review, M/s. K. C. Shah & Associates Chartered Accountants (Firm Registration Number 159487W), Internal Auditors of the Company has carried the Internal Audit and submitted their Report thereon as per the provisions of Section 138 of Companies Act, 2013.

27. COST AUDITORS:

The provisions of section 148(1) of the Companies Act, 2013 are applicable to the Company and accordingly the Company has maintained cost accounts and records for the year ended March 31, 2025. The Cost Auditors of the Company M/S. Y R. Doshi & Co., have carried out the Cost Audit for the financial year ended March 31, 2025 and submitted their Report thereon and filed with Ministry of Corporate Affairs. Pursuant to the provisions of section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Board, on the recommendation of the Audit Committee, has approved the appointment of M/s YR. Doshi & Co., Cost Accountants, as the Cost Auditors for the Company for the financial year ending March 31, 2026 at a remuneration of Rs. 40,000 plus taxes and out of pocket expenses. A proposal for ratification of remuneration of the Cost Auditor for the FY 2025-26 is placed before the Shareholders for approval in the ensuing Annual General Meeting.

28. ENERGY CONSERVATION,

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are as mentioned below:

a) Conservation of Energy:
Steps taken for conservation Steps taken for utilizing alternate sources of energy Capital investment on energy conservation equipments	Company lays great emphasis on saving consumption of energy. Achieving reductions in energy consumption is an ongoing exercise in the Company. Effective measures have been taken to minimize the loss of energy, wherever possible.

b) Technology Absorption:

	Considering the nature of
Efforts made towards technology absorption	activities of the Company, there is no requirement with regard to technology absorption.
Benefits derived like product improvement, cost reduction, product development or import substitution
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
Details of technology imported	Nil
Year of import	Not Applicable
Whether the technology has been fully absorbed	Not Applicable
If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
Expenditure incurred on Research and Development	Nil

 

c) Foreign Exchange Earnings and Outgo:		(K in Lakhs.)
Particulars	FY 2024-25 FY :	2023-24
Actual Foreign Exchange earnings	NIL	NIL
Actual Foreign Exchange outgo	31.08	9.99

29. DEPOSITS:

The Company has not accepted any deposit or unsecured loans from the public within the meaning of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits ) Rules, 2014.

30. PREVENTION OF INSIDER TRADING:

The Company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Directors and the designated employees have confirmed compliance with the Code.

31. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year 2024-25:

a) No of complaints received: Nil

b) No of complaints disposed of: N.A.

32. GENERAL:

Your Directors state 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:

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

II. There is no change in the nature of the business of the company.

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

IV. Neither the Managing Director nor the Whole -time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

33. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. That such accounting policies selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

iii. That proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud

and other irregularities;

iv. That they have prepared the annual accounts on a going concern basis;

v. That proper internal financial controls have been laid down and that such controls are adequate and are operating effectively.

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

34. GREEN INITIATIVE:

Electronic copies of the Annual Report 2024-25 and the Notice of the 26th AGM are sent to all members whose email addresses are registered with the Company / Depository Participant(s).

35. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Financial Institutions, Bankers, Business Associates and the Government and other regulatory authorities and thanks all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company.

Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.