K2 Infragen Ltd Directors Report

To conserve financial resources for future growth of the Company, the Board does not recommend any dividend for the approval of the members at the forthcoming Annual General Meeting. The Board is confident that plough back of profits into the business of the Company will generate long term wealth for the members.

During the current financial year our Company incurred a profit of 1,164.55 Lakhs and same amount transfer to reserve this year.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) The directors have selected such accounting policies and applied them consistently and made

judgments and estimates that were 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 the year under review.

(c) The directors have 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.

(d) The directors have prepared the annual accounts on a going concern basis;

(e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

As on March 31,2025, the Board comprised of 9 (nine) Directors - 4 (four) Executive Directors, 2 (two) NonExecutive Directors and 3 (three) Independent Directors.

During the year under review, following changes were made:

1. Mr. Neeraj Kumar Bansal (DIN: 02526757), was redesignated from Executive Director to NonExecutive Director of the Company w.e.f. May 27 2024.

2. Mr. Devender Kumar Valecha (DIN: 06847789), was appointed as Additional Director w.e.f. August 23, 2024 who was regularized in the previous annual general meeting held on September 25, 2024.

3. Mr. Naresh Kumar (DIN 09163376) was appointed as Additional Director w.e.f. August 23, 2024 who was regularized in the previous annual general meeting held on September 25, 2024.

The details of the Board of Directors and Key Managerial Personnel(s) as on March 31,2025 are as follows:

Post closure of the financial year under review, the following changes were made in the Board composition of the Company:

Ms. Jyoti Lakra** (M No. A37300) resigned from the designation of Company Secretary of the company w.e.f. April 25, 2025 and Ms. Jyoti Pulyani (M No. A55697) was appointed as the Company Secretary of the company w.e.f. April 30, 2025.

Further, Mr. Devender Kumar Valecha* (DIN 06847789) redesignated from Executive Director to Non-Executive Director of the company w.e.f. May 29, 2025 and thereafter resigned from the designation of NonExecutive Director of the company w.e.f. August 04, 2025.

During the financial year ended March 31,2025, 06 (Six) board meetings were convened and held. The intervening gap between two board meetings was within the stipulated period of 120 days prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The Board of Directors and Member of various Committees were met during the year on following dates:

In respect of all above meetings, proper notices were given, and the proceedings were properly recorded and the Minutes Book maintained for the purpose. All the recommendations of the Committee meetings were duly accepted by the Board.

Following are the Details of meeting of Members of the Company

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Pankaj Sharma (DIN: 03318951) Managing Director of the company is liable to retire by rotation and being eligible, seeks reappointment at the ensuing Annual General Meeting of the Company. Mr. Pankaj Sharma is not disqualified under Section 164(2) of the Companies Act, 2013. The Board of Directors recommends their re-appointment in the best interest of the Company.

The Company has complied with all the applicable provisions of Secretarial Standards on Meetings of Board of Directors (SS-1), Revised Secretarial Standards on General Meetings (SS-2) issued by Institute of Company Secretaries of India.

During the year under review, all related party transactions entered by the Company were in ordinary course of the business and on arms length basis.

The disclosure of material related party transactions as required under Section 134(3)(h) of the Act in form AOC-2 is enclosed as “Annexure-I.

The Policy on materiality of related party transactions and policy on dealing with the related party transactions are available on the Companys website at https:// k2infra.com.

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company have been disclosed in the financial statements.

The Company has complied with the definition of Independence according to the provisions of Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also obtained declarations from all the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have provided declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, there was no employee who has drawn remuneration in excess of the limits set out under section 197 (12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as “Annexure-II”.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and rules frame there under M/s. S.N. Dhawan & Co. LLP, Chartered Accountants (FRN : 000050N/N500045) has been appointed as the Statutory Auditors of the Company for a period of five years from the conclusion of 8^th Annual General Meeting held in 2023 till the conclusion of 13^th Annual General Meeting of the Company to be held in 2028, at such remuneration plus applicable taxes, and out of pocket expenses, as may be determined in consultation with the Auditors and duly approved by the members of the Company.

The Auditors Report to the Members for the year, under review, does not contain any qualification(s) or observation(s). The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Further, the Statutory Auditors have not reported any incident of fraud to the Board of Directors of your Company during the year under review.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed Mr. Devender Suhag (FCS No. 9545, CP No. 26611, Peer Review No. 6991/2025), a Practicing Company Secretary in the name of M/S SMD & Co, Company Secretaries as a Secretarial Auditor of the Company for the financial year 2024-25 in the Board meeting held on May 27, 2024.

The Secretarial Audit Report for the financial year ended March 31, 2025, in the format prescribed (Form MR-3) as provided by M/s SMD & Co., Company Secretaries has been annexed to the Report (Annexure-III). The report does not contain any major qualification(s) or observation(s). However, there was a procedural delay in the submission of voting results pursuant to Regulation 44(3) of the said Regulations, for which a nominal penalty of 11,800 was levied by the Stock Exchange.

Further, the Secretarial Auditors have not reported any incident of fraud to the Board of Directors of your Company during the year under review.

The Company has appointed M/s. ASA & Associates, Chartered Accountants (FRN: 009571N/N500006), Practicing Chartered Accountants as an Internal Auditor of the Company for the F.Y. 2024-25 as per the requirements of section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Board appointed M/s MM & Associates, Cost Accountants (Registration No. 000454) as a Cost Auditor of the company to conduct audit of cost records made and maintained by the company for financial year commencing on April 01, 2024 and ending on March 31, 2025 in the Board meeting held on August 23, 2024.

As stated in financial Results of the Directors Report.

There is no change in nature of Company Business.

During the year under the review, following Directors / Key Managerial Personnel were Appointed / resigned:

During the financial year under review, the Company increased its equity stake in K2 Nextgen Solutions Private Limited (CIN: U72900HR2020PTC088915) (formerly known as K2 Cloud Private Limited). Consequently, K2 Nextgen Solutions Private Limited has become a subsidiary of the Company with effect from October 09, 2024. The details of Subsidiary and Associate Companies are provided in Form AOC-1, which forms part of the Boards Report as Annexure-IV.

The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (VI) of Companies (Accounts) Rules, 2014.

Not Applicable.

There was no regulatory or Court or Tribunal Order passed against the Company.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year, under review.

Pursuant to Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, the Board of Directors confirms that the Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and that such accounts and records are duly maintained for the financial year 24-25.

k. During the year under review, the Company has not entered any One-Time Settlement of loans with Banks or Financial Institutions, therefore, the requirement of stating the difference between the amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions does not arise.

The Company has four Committees namely, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee. All the recommendations of the Committees of the Board which were mandatorily required have been accepted by the Board. The Composition of the above Committees as on March 31, 2025 are given below.

Subsequent to the year-end, the Board at its meeting held on April 30, 2025, constituted an Executive Committee to facilitate operational efficiency, with delegated powers inter alia to borrow funds, make investments, provide guarantees/securities within approved limits, and manage banking operations.

The Audit Committee was constituted on November 07, 2023. The Constitution, composition and functioning of the Audit Committee meets with the requirements of Section 177 of the Companies Act, 2013. All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company. The Audit Committee comprises of:

The Stakeholder Relationship Committee was constituted on 07^th November, 2023. The Constitution, composition and functioning of the Stakeholder Relationship Committee also meets with the requirements of Section 178 of the Companies Act, 2013. All the recommendations of Stakeholder Relationship Committee have been accepted by the Board of Directors of the Company. The Stakeholder Relationship Committee comprises of:

The Nomination & Remuneration Committee was constituted on November 07 2023. The Constitution, composition and functioning of the Nomination & Remuneration Committee also meets with the requirements of Section 178 of the Companies Act, 2013. All the recommendations of Nomination & Remuneration Committee have been accepted by the Board of Directors of the Company. The Nomination & Remuneration Committee comprises of:

The Corporate Social Responsibility Committee was constituted on November 07 2023. The Constitution, composition and functioning of the Corporate Social Responsibility Committee also meets with the requirements of Section 135 of the Companies Act, 2013. All the recommendations of Corporate Social Responsibility Committee have been accepted by the Board of Directors of the Company. The detail reporting is made in Annexure-V. The Corporate Social Responsibility Committee comprises of:

The Directors are pleased to report that the relations between the workmen and the management continued to remain cordial during the year under review.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company has complied with constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Composition of Internal Complaints Committee as on March 31,2025 was as follows:

The summary of the complaints received, resolved and pending for redressal is as under:

*Post closure of financial year, consequent to the resignation of Ms. Jyoti Lakra, former Company Secretary and Presiding Officer of the Internal Complaints Committee (ICC), the Internal Complaints

Committee were reconstituted and Ms. Jyoti Pulyani, Company Secretary will become the Presiding Officer of the ICC.

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing or mitigating the same. The Company periodically reviewed to ensure smooth operation and effective management control, the key risks associated with the business and measures and steps in place to minimize the same.

The Board of Directors has adopted a Nomination and Remuneration Policy in terms of the provisions of sub- section (3) of Section 178 of the Act dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy of the Company is hosted on the Companys website under the web link https:// k2infra.com.

The Company has devised a Board Evaluation Framework for performance evaluation of Independent Directors, Board, Non-Independent Directors and Managing Director of the Company. Pursuant to this framework, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its Committees and individual Directors, including Managing Director of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors. The questionnaire for Board evaluation was prepared taking into consideration various aspects of the Boards functioning such as understanding of Board members of their roles and responsibilities, time devoted by the Board to Companys long-term strategic issues, quality and transparency of Board discussions, quality, quantity and timeliness of the information flow between Board members and management, Boards effectiveness in disseminating information to shareholders and in representing shareholder interests, Board information on industry trends and regulatory developments and discharge of fiduciary duties by the Board.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress.

Further, the Board has expressed its satisfaction and has been thankful to all its Independent Directors for sharing their knowledge and expertise which has been proved beneficial towards the progress of the Company.

Management Discussion and Analysis Report for the financial year 2024-25, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

In accordance with the requirements of Sub-section (3) Sub-clause (m) of section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a. Shutting off the lights and systems when not in use.

b. Minimizing the usage of papers.

c. Counsel employees on optimum utilization of air conditioning by maintaining optimum temperature.

The Company is not utilizing any alternate source of energy.

The Company has not made any Capital Investment on energy conservation equipments.

The Company does not undertake any activities relating to technology absorption.

(Amount in INR Lakhs)

i. Foreign Exchange Earnings: Nil

ii. Foreign Exchange Outgo: Nil

iii. Advance to Supplier: Nil

The Company is covered under criteria of Regulation 15(2)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and is not required to provide ‘Report on Corporate Governance.

No Employee stock option was issued.

No Sweat Equity Shares were issued.

No amount was required to be transferred to Investor Education and Protection Fund.

Other Disclosures required to be made in the Directors Report are either nil or not applicable.

Employees are the most important assets of the organization. The human resource policy of the company is designed with the objective to attract and retain best talents available in the industry. The management conducts various training programs on a frequent basis to enhance the skill sets of employees. The Company has a transparent performance appraisal system which tries to make an objective assessment of employees performance and requirement for further training. The objective of HR policy is to attract, motivate and develop a competent talent pool, provide conducive environment to perform and to ensure optimum utilization of human capital to become the best place to work. The policy is designed to provide a balanced working environment and to promote diversity in work force. The Company has designed a succession plan for future leadership roles emerging in the organization.

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders. The Company has been listed on SME Emerge Platform of NSE and by virtue of Regulation 15 of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 (“LODR”) the compliance with the corporate governance provisions as specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Annual Report.

SEBI, vide SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, introduced the concept of Structured Digital Database which came into effect from 1^st April, 2019. As per Regulation 3(5) of SEBI (PIT) Regulations, 2015, the organisation is required to maintain Structured Digital Database.

As per Regulation 3(2A) of the PIT Regulations, 2015, an intermediary/ fiduciary /other entity shall maintain a separate Structured Digital Database internally, for recording details of:

• The UPSI shared and persons with whom such UPSI is shared;

• The UPSI shared and the persons who have shared such UPSI with the intermediary/ fiduciary/ entity.

The company is maintaining the Structural Digital Database (SDD) internally with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering of the database in compliance with SEBI (PIT) Regulations, 2015.

During the year under review, the Statutory Auditor has not reported any frauds to the Audit Committee under Section 143(12) of the Companies Act, 2013 any fraud.

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy required to conduct operations in such a manner, so as to ensure safety of all concerned compliances, environmental regulations and preservation of natural resources.

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the Clients, and other business associates, regulatory and Government authorities for their continued support and contribution to the Companys growth. The Directors also wish to express their appreciation for the efficient and loyal services rendered by each and every employee, without whose wholehearted efforts, the overall satisfactory performance would not have been possible. Your Board appreciates the precious support provided by the Auditors and Consultants. The Company will make every effort to meet the aspirations of its Shareholders

(Pursuant to clause (h) of sub section (3) OF The section 134 of the Companies Act, 2013 (“The Act”) and Rule 8(2) of the Companies (Accounts) Rule, 2014)

1. Details of Contracts or arrangements or transactions not at Arms length basis. NIL

2. Details of Contracts or arrangements or transactions at Arms length basis. As below:-

i. The ratio of the remuneration of each director to the median employees remuneration for the financial year and such other details as prescribed is as given below:

*Median Salary of employees during financial year 2024-25: 4,32,000/-

ii. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

iii. The percentage Increase in the median remuneration of employees in the financial year: 11%

iv. The number of permanent employees on the rolls of add - as on March 31,2025 : 98

v. The average percentage increase made in the salary of the employees including managerial personnel in the FY 24-25 is 11%

vi. The key parameters for any variable component of remuneration availed by the directors: Nil

vii. If remuneration is as per the remuneration policy of the company: Yes

viii. As per rule 5(3) of the Companies (Appointment and Remuneration) Rules, 2014, employees who draw salary exceeding the limit of 1.02 Crores is as follows: None

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014]

I have conducted the secretarial audit of the compliance of applicable statutory provisions and adherence to good corporate practices by K2 INFRAGEN LIMITED having CIN: L74110HR2015PLC076796) (hereinafter called “the Company”) for the financial year ended on March 31,2025 (‘Audit Period). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit.

I hereby report that in my opinion, the Company has, during the Audit Period:

• complied with the statutory provisions listed hereunder and

• proper Board-processes and compliance mechanism in place;

to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31,2025 according to the provisions of:

1. The Companies Act, 2013 (‘the Act) and the rules made thereunder including any re-enactment thereof;

2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; to the extent applicable;

3. The Depositories Act, 1996 and the Regulations and bye- laws framed thereunder;

4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not applicable to the Company during the review period)

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the extent applicable;

b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; to the extent applicable;

c) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; to the extent applicable;

e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable to the Company during the review period);

f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008; (Not applicable to the Company during the review period);

g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; ; to the extent applicable;

h) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the review period);

i) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the review period) and

j) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. (Not applicable to the Company during the review period)

6. The other applicable laws, as informed and certified by

the Management of the Company:

i. The Indian Tolls Act, 1851

ii. The National Highway Act, 1956

iii. The Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996;

iv. The Contract Labour (Regulation and Abolition) Act, 1970;

v. Environment Protection Act, 1986;

vi. The Indian Electricity Act, 2003;

I have also examined compliance with the applicable clauses of the Secretarial Standard on Meetings of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India, with which the Company has generally complied with.

During the Audit Period, the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines to the extent applicable, as mentioned above, except that a penalty of Rs.11, 800 has been imposed on Company for non -compliance of Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 for delay in submission of the voting results of the General Meeting.

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors including Woman Director. The changes that took place during the year under

review in the composition of the Board of Directors were carried out in compliance with the provisions of the Act.

Adequate notices were given to all directors to schedule the Board Meetings; agenda and detailed notes on agenda were sent in 7 days in advance of the meetings in compliance of the Secretarial Standards on Meetings of Board of Directors and provisions of the Act. During the year under consideration, the Company has convened few meetings at were called at shorter notice duly complying with the provisions of the Secretarial Standards on Meetings of Board of Directors and provisions of the Act. The Company has a system in place for seeking and obtaining further information and clarifications on the agenda items before the meeting for meaningful participation at the meeting.

Board decisions were carried out with unanimously consent and duly captured and recorded as part of the minutes, where ever given by Board members.

I further report that based on the information provided by the Company, its officers and authorised representatives during the conduct of the audit, there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I, further report that during the audit period there were no specific events/actions having a major bearing on the companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards have taken place.

This report is to be read with the letter of even date which is annexed as Annexure - A which forms an integral part of this report.

Based on audit, my responsibility is to express an opinion on the compliance with the applicable laws and maintenance of records by the Company. I conducted my audit in accordance with the auditing standards CSAS 1 to CSAS 4 (“CSAS”) prescribed by the Institute of Company Secretaries of India (“ICSI”). These standards require that the auditor complies with statutory and regulatory requirements and plans and performs the audit to obtain reasonable assurance about compliance with applicable laws and maintenance of records.

Due to inherent limitation of an audit including internal, financial and operating control, there is an unavoidable risk that some misstatements or material non-compliances may not be detected, even though the audit is properly planned and performed in accordance with CSAS. My report of even date is to be read along with this letter.

(1) Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit.

(2) I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

(3) I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company and for which I relied on the report of statutory auditor.

(4) Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

(5) The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

(6) The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management as conducted the affairs of the company.

(Information in respect of each subsidiary to be presented with amounts in ‘Lakhs)

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

1. Brief outline of the Company CSR policy and projects or programs:

3. The details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report).

4. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any:

5. Average net profit of the Company for last three financial years as per section 135(5) (i.e. for FY 2021-22, FY 2022-23, FY 2023-24): 10,63,54,195/-

6. a) Two percent of average net profit of the Company as per section 135(5): 21,27084/-

b) Surplus arising out of the CSR projects or programs or activities of the previous financial years: Nil

c) Amount required to be set off for the financial year, if any: Nil

d) Total CSR obligation for the financial year (6a+6b-6c): 21,27,084/-

7 a) CSR amount spent or unspent for the financial year:

b) Details of CSR amount spent against ongoing projects for the financial year: