Kellton Tech Solutions Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 31st Annual Report, highlighting the Business Performance along with the Audited Financial Statements for the financial year ended March 31, 2025. This report epitomizes our commitment to transparency, accountability, and the highest standards of corporate governance.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

Consolidated:

Revenue from Operations:

The Company recorded a revenue of RS. 10,97,82,12,182 in the current financial year, as compared to RS. 9,82,89,43,631 in the previous financial year.

Profit Before Tax (PBT) and Exceptional Items:

Profit before tax and exceptional items stood at RS. 92,50,34,829, showing an increase from RS. 71,90,65,212 in the previous financial year.

Profit After Tax (PAT):

Profit after tax increased significantly to RS. 79,72,37,265, showing an increase from RS. 64,01,09,601 in the previous financial year.

Standalone:

Revenue from Operations:

The Company recorded a revenue of RS. 1,88,93,22,097 in the current financial year, as compared to RS. 1,84,71,53,469 in the previous financial year.

Profit Before Tax (PBT) and Exceptional Items:

Profit before tax and exceptional items stood at RS. 18,13,89,122, showing an increase from RS. 13,67,94,073 in the previous financial year.

Profit After Tax (PAT):

Profit after tax increased significantly to RS. 13,52,22,390, compared to a loss of RS. 9,95,44,172 in the previous financial year. The summarized financial results of the Company for the period ended March 31, 2025 are as follows:

(Amt in RS.)

PARTICULARS	STANDALONE		CONSOLIDATED
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	1,88,93,22,097	1,84,71,53,469	10,97,82,12,182	9,82,89,43,631
Other Income	1,79,61,386	1,09,81,897	2,06,97,920	1,83,31,263
Total Revenue	1,90,72,83,483	1,85,81,35,366	10,99,89,10,102	9,84,72,74,894
Total Expenditure	1,72,58,94,361	1,72,13,41,293	10,07,38,75,273	9,12,82,09,682
Profit / (Loss) before Exceptional Items	18,13,89,122	13,67,94,073	92,50,34,829	71,90,65,212
Exceptional Items	(46,096)	36381	(46,096)	36,381
Profit/(Loss) before taxes	18,13,43,026	13,68,30,454	92,49,88,733	71,91,01,593
Tax Expense	4,61,20,636	3,72,86,282	12,77,51,468	7,89,91,992
Profit/(Loss) after Tax	13,52,22,390	9,95,44,172	79,72,37,265	64,01,09,601
Earnings per equity shares in f	1.39	1.02	8.18	6.57
Total Comprehensive Income for the period	13,69,41,644	9,70,12,451	80,56,08,709	64,08,35,125

The FCCBs carry a coupon rate of 6.5% per annum, with a tenure of 10 years and 1 month from the date of full allotment. The Relevant Date for pricing the FCCBs, as per the Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993, was May 14, 2025, and the floor price was determined at RS.106 per equity share.

The issuance of FCCBs and the related commitments represent a significant development that is expected to strengthen the Companys financial position and support its growth initiatives.

2. Sub-Division / Split of Equity Shares

The Board of Directors at their meeting held on June 14, 2025, approved the proposal for sub-division/split of fully paid- up equity shares of the Company from face value of RS.5 each into five (5) equity shares of RS.1 each, fully paid-up. This strategic move was aimed at increasing affordability and liquidity for retail shareholders, thereby enhancing investor participation in the Companys value creation journey.

The approval of shareholders for the aforementioned sub-division, along with the necessary alteration to the Capital Clause (Clause V) of the Companys Memorandum of Association, was obtained through an Extraordinary General Meeting (EGM) held on July 11, 2025. Pursuant to shareholder approval and in compliance with Section 13, Section 61(1)(d), and Section 64 of the Companies Act, 2013, necessary filings were made with the Registrar of Companies.

The record date for the same was fixed as July 25, 2025 Capital Structure: Before and After Split

Particulars	Pre-Split	Post-Split
Face Value per Share (RS.)	RS.5	RS.1
Authorised Equity Shares	12,00,00,000	60,00,00,000
Authorised Capital (RS.)	RS.60,00,00,000	RS.60,00,00,000
Paid-up Equity Shares	9,75,15,932	48,75,79,660
Paid-up Capital (RS.)	RS.48,75,79,660	RS.48,75,79,660

This change was formally incorporated into Clause V of the Memorandum of Association, as detailed below:

• Existing Clause V: RS.60,00,00,000 divided into 12,00,00,000 equity shares of RS.5 each

• Revised Clause V (Post-Split): RS.60,00,00,000 divided into 60,00,00,000 equity shares of RS.1 each.

Effect of the Share Split on Existing Commitments

The Board ensured that adjustments—aligned with all applicable regulatory frameworks—were made to outstanding convertible instruments and employee incentive commitments, including:

• Employee Stock Option Plans (ESOPs)

• Foreign Currency Convertible Bonds (FCCBs)

• Warrants (subject to shareholder approval)

Such adjustments were critical to preserve the economic interests and entitlements of existing holders post-split, and may remain pending until the record date of the split.

Impact and Rationale

As a result of the sub-division/split of equity shares, Kelltons equity has become more affordable, positively impacting retail shareholders by providing broader opportunities for ownership and participation in the Companys future growth. The process followed all statutory requirements and best practices, ensuring a smooth transition while safeguarding existing shareholder and stakeholder interests

3. Allotment of Warrants

The Company also approved raising funds through the preferential issue and allotment of up to 55,00,000 convertible warrants, priced at RS.126 each (including a premium of RS.121), aggregating to RS.69.3 crores. The convertible warrants, issuable to select promoter and non-promoter investors, are each convertible into one equity share of face value RS.5, exercisable in one or more tranches within 18 months from allotment.

The Shareholders approved these proposals at the Extraordinary General Meeting (EGM) held on July 11, 2025. Following the EGM, the Company obtained in-principle approvals from the stock exchanges for the allotment of warrants.

As on the date of this report, the Company has initiated the process of allotment in compliance with all regulatory requirements and continues to work closely with relevant authorities.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There are no significant and material order has been passed by Regulators or Courts, Tribunals impacting the going concern status and Companys operations in future.

8. SHARE CAPITAL:

The Authorized Share Capital of the Company as on March 31, 2025 stood at RS.60,00,00,000 (Rupees Sixty Crore only) divided into 12,00,00,000 (Twelve Crore) Equity Shares of RS.5/- (Rupees Five) each.

As of March 31, 2025, the listed share capital of the Company was RS.48,70,53,015 (Rupees Forty-Eight Crore Seventy Lakh Fifty-Three Thousand Fifteen only), comprising 9,74,10,603 (Nine Crore Seventy-Four Lakh Ten Thousand Six Hundred and Three) equity shares of RS.5 each.

The paid-up share capital as on the same date stood at RS.48,75,69,670 (Rupees Forty-Eight Crore Seventy-Five Lakh Sixty- Nine Thousand Six Hundred Seventy only), comprising 9,75,13,934 (Nine Crore Seventy-Five Lakh Thirteen Thousand Nine Hundred Thirty-Four) equity shares of RS.5 each. This reflects the allotment of 1,03,331 shares on March 28, 2025, pursuant to the exercise of ESOP options granted to eligible employees. Listing approval for these newly allotted shares was subsequently obtained on April 04, 2025, and hence these shares were not part of the listed capital as on March 31, 2025.

The Company has not issued any shares with differential voting rights. Accordingly, the provisions of Section 43(a)(ii) of the Companies Act, 2013, read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, are not applicable.

I) The shareholders of the company have vide resolution passed at the 19 th Annual General Meeting approved ESOP 2013 and has granted options to the employees. S.No	Particulars	Allotment Date	No. of Shares issued	Capital Increased to
1.	ESOP	July 31, 2024	9000	48,70,53,015
2.	ESOP	March 28, 2025	1,03,331	48,75,69,670

Disclosure regarding Employees Stock Option Plan and forming part of the Directors Report for the year ended March 31, 2025 is as follows:

S.No	Particulars	Description
1.	Date of Shareholders approval	ESOP Scheme, 2013 as approved on 27/12/2013 and amendment made on 27/09/2017 and on 30/09/2024 at the 23rd and 30 th Annual General Meeting of the Company
2.	Total number of options granted	46,32,666
3.	Vesting requirements	12-60 months
4.	The pricing formula	Closing price of equity shares on the stock exchange where the shares are listed from vesting date
5.	Maximum term of options granted	Employees to exercise options within 3 years
6.	Source of shares	Primary
7.	Method used to account for ESOS	Fair Value

Option movement during the year (For each ESOS): Particulars	Details
Number of options outstanding at the beginning of the period	2,78,366
Number of options granted during the year	5,41,666
Number of options forfeited / lapsed during the year	-
Number of options vested during the year	-
Number of options exercised during the year	1,12,331
Number of shares arising as a result of exercise of options	1,12,331
Money realized by exercise of options (INR), if scheme is implemented directly by the company	-
Loan repaid by the Trust during the year from exercise price received	-
Number of options outstanding at the end of the year	7,07,701
Number of options exercisable at the end of the year	1,66,036

Note: Details of disclosures pursuant to ESOP required under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available at the website: www.kellton.com

Further, a Certificate from the secretarial auditors of the Company as prescribed under SEBI (SBEB & SE) Regulations is placed before the members in the AGM. The same is also uploaded at https://www.kellton.com/annual-aeneral-meetina

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of loans, guarantees and investments covered under Section 186 of the Act, along with the purpose for which such loan or guarantee was proposed to be utilized by the recipient, form part of the notes to the financial statements provided in this Integrated Annual Report.

10. PUBLIC DEPOSITS:

The Company has not accepted/renewed any fixed deposits during the year under review.

11. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

i. CONSERVATION OF ENERGY:

In line with our philosophy that Energy saved is energy produced, we have implemented measures tailored to our business operations to reduce and conserve energy consumption. This includes the use of energy-efficient equipment wherever necessary.

ii. TECHNOLOGY ABSORPTION:

We remain committed to focusing on and investing in research and development of new products, technology and methodologies to enhance the quality of our offerings.

iii. FOREIGN EXCHANGE EARNINGS AND OUTGO:

In accordance with the provisions of Section 134 of the Companies Act, 2013, read with the Relevant Rules the information relating to foreign exchange earnings and outgo is provided under Notes 35 (ii-a) to the Financial Statement for the year.

12. LISTING WITH STOCK EXCHANGES:

The Equity Shares of your Company are listed on BSE Limited and National Stock Exchange of India Limited. The Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to NSE and BSE where the Companys Shares are listed.

13. DIRECTORS, KEY MANAGERIAL PERSONNEL & BOARD MEETINGS:

COMPOSITION OF THE BOARD:

The composition of the Board of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an optimum combination of Executive, Non-Executive and Independent Directors.

The Board of Directors of your company is duly constituted. The Board consists of Total of 8 Directors, comprising of 3 Executive Directors, and 5 Non-Executive Directors including 4 Independent Directors. The Chairman of the Board is Executive Director. The complete list of Directors of the Company has been provided in the Report on Corporate Governance forming part of the Annual Report.

The Directors on the Board of the Company are persons with proven competency, integrity, experience, leadership qualities, financial and strategic insight. They have a strong commitment to the Company and devote sufficient time to the Meetings.

Your Directors believe that the Board must consciously create a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. The Boards actions and decisions are aligned with the Companys best interests.

The company has maintained an optimum combination of Executive and Non-Executive Directors.

Following Changes took place in the Directors and KMP of the Company during the Financial year 2024-25 : S. No.	Name of the Director	DIN	Designation	Appointment/ Cessation	Effective from
1.	Abhaya Shankar	00008378	Independent Director	Appointment	Dec 27, 2024
2.	Brijmohan Venkata Mandala	00295323		Cessation upon Completion of Tenure	Dec 21, 2024

©Q

- Evaluation of the performance and effectiveness of the board.

- Evaluation of the performance and effectiveness of the committees.

- Feedback from the non-executive directors to the chairman.

- Feedback on management support to the board.

16. SUCCESSION PLAN:

The Board of Directors has satisfied itself that plans are in place for orderly succession for appointment to the Board of Directors and Senior Management.

17. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

The Company has complied with the applicable Secretarial Standards. The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively have been duly followed by the Company.

18. SUBSIDIARY COMPANIES:

Following are the Subsidiary and Step-down subsidiaries of the Company:

Name of the Entity	Status
Kellton Dbydx Software Private Limited	Wholly Owned Subsidiary
Kellton Tech Inc	Wholly Owned Subsidiary
Kellton Tech Solutions Inc	Wholly Owned Subsidiary
Kellton Tech Limited (Ireland)	Wholly Owned Subsidiary
Evantage Solutions Inc	Step Down Subsidiary (Wholly owned subsidiary of Kellton Tech Inc)
Vivos Professionals Services LLC	Step Down Subsidiary (Wholly owned subsidiary of Kellton Tech Inc)
Prosoft Technology Group Inc	Step Down Subsidiary (Wholly owned subsidiary of Kellton Tech Solutions Inc)
Intellipeople Inc	Step Down Subsidiary (Wholly owned subsidiary of Kellton Tech Solutions Inc)
Kellton Tech (UK) Limited	Step Down Subsidiary (Wholly owned subsidiary of Kellton Tech Limited)
Lenmar Consulting Inc	Step Down Subsidiary (Wholly owned subsidiary of Kellton Tech Solutions Inc)
SID Computer Group Inc	Step Down Subsidiary (Wholly owned subsidiary of Kellton Tech Solutions Inc)
Talent Partners Inc	Step Down Subsidiary (Wholly owned subsidiary of Kellton Tech Solutions Inc)
Planet Pro Inc	Step Down Subsidiary (wholly owned subsidiary of Kellton Tech Inc)
Kellton Europe S P Z.O.O	Step Down Subsidiary (Wholly owned subsidiary of Kellton Tech Limited)
PlanetPro Canada Inc.	Step Down Subsidiary (Wholly owned subsidiary of Kellton Tech Limited)
PlanetPro Asia Pte. (Singapore)	Step Down Subsidiary (Wholly owned subsidiary of Kellton Tech Limited)

19. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013, with respect to Directors Responsibility Statement, your board of directors to the best of their knowledge and ability confirm that:

a. In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures.

©Q

Further, the Board of Directors appointed M/s. N. V. S. S. Suryanarayana Rao, Practicing Company Secretary (Membership Number: 5868, Peer Review Certificate No. 1506/2021) as the Secretarial Auditor of the Company for the first term of five (5) consecutive years, effective from FY 2025-26 to FY 2029-30, subject to the approval of Members.

Further, the Company has obtained the Annual Secretarial Compliance Report from M/s. N. V. S. S. Suryanarayana Rao, Practicing Company Secretary (Membership Number: A5868), for the financial year 2024-25. The report, submitted in accordance with the provisions of the Companies Act, 2013, the rules prescribed thereunder, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirms that the Company has complied with all applicable statutory and regulatory requirements during the said financial year.

This report affirms the Companys adherence to the various corporate governance standards, secretarial standards, and regulatory compliances mandated for listed entities, thereby demonstrating the Companys commitment to transparency and good governance.

IV. MAINTENANCE OF COST RECORDS & COST AUDIT:

The Company is engaged in Information Technology & related activities and hence provisions related to maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable.

V. INTERNAL AUDITORS:

The Board at its Meeting held on May 30, 2022 had appointed Mr. Ravindhar Reddy, Chartered Accountant, as Internal Auditors for the FY 2022-23 to conduct the internal audit of the various areas of operations and records of the Company.

Further, the Board at its Meeting held on May 30, 2023 has re-appointed M/s. Mr. Ravindhar Reddy, Chartered Accountants as the Internal Auditors for a term of 5 (five) years commencing from FY 2023-24 to FY 2027-28. The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.

Management responses to observations in Secretarial Audit Report:

The following are the responses of the management against the observations made by the Secretarial Auditor:	S. No.	Observation
Response by Management
1. The Company could not complete the filing of Form IEPF-2 with the Ministry of Corporate Affairs due to technical/data validation issues at the MCA portal. The matter has been taken up with the authorities and the Company is in the process of resolving the same.		The management has taken up the matter with the concerned authorities at the MCA to resolve the technical and data validation issues. The Company is actively working to complete the filing at the earliest possible time to ensure compliance with regulatory requirements.
2. Certain statutory forms were filed with the Registrar of Companies after the prescribed timelines; however, the Company has made the requisite filings with additional fees, thereby regularizing the delay. The management has assured that measures have been strengthened to avoid recurrence.		The Company acknowledges the delay in filing certain statutory forms. However, all such forms were filed with the applicable additional fees to regularize the delay. To prevent such delays in the future, the Company has strengthened its compliance monitoring systems and instituted timely reminders for statutory filings.
3. The was a brief non-compliance in respect of Board Composition between 22nd December, 2024 to 26th December, 2024, arising from the unforeseen withdrawal of a shortlisted Independent Director at the final stage, followed by a short delay in obtaining necessary clearances for the incoming appointee. \u2022 No meetings of Board or its Committees were held during this interim period. \u2022 Compliance was promptly restored immediately thereafter. The Company has filed a waiver application in this regard, which is currently under consideration.		During the noted interim period, no Board or Committee meetings were conducted. The Company promptly restored compliance after appointing a new Independent Director. A waiver application for this non-compliance has been filed and is currently under consideration by the relevant authority.

As required under the provisions of SEBI LODR Regulations, a Certificate confirming that none of the Directors on the Board have been debarred or disqualified by the Board/Ministry of Corporate Affairs or any such statutory authority obtained from

©Q RS. Error: Reference source not found

RS.

M/s. NVSS Suryanarayana Rao., Practicing Company Secretaries is a part of the Corporate Governance report under Annexure-IV.

23. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR):

In terms of Regulation 34(2)(f) of the Listing Regulations, the initiatives taken by the Company from an Environmental, Social, Governance & Sustainability perspective are provided in the Business Responsibility & Sustainability Report (BRSR) which is presented in a separate section and forms part of the Annual Report and is also uploaded on the website of the Company at www.kellton.com.

BRSR includes details on performance against the nine principles of the National Guidelines on Responsible Business Conduct and a report under each principle, which is divided into essential and leadership indicators is also part of it. The Business Responsibility & Sustainability Committee overviews the BRSR and policies as may be required from time to time.

24. CORPORATE SOCIAL RESPONSIBILITY:

Kellton Tech believes in balancing growth priorities with social responsibility. Indeed, even in its commercial undertakings, it attaches special weightage to those projects concerning the welfare of masses. With healthcare, child education and destitute care as its focus areas, Kellton Tech has contributed to its bit to society through various initiatives in these arenas. Kellton Tech is providing scholarship to needy, deserving students for further education.

A Report on Corporate Social Responsibility (CSR) Policy and Activities as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended to this annual report as Annexure - X and link to the CSR policy is available at the website www.kellton.com

25. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Pursuant to the provisions of section 177 of the Companies act, 2013 and the rules framed there under and pursuant to the applicable provision of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a mechanism through which all stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle blower policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company viz https://www.kellton.com/legal-policies

26. RISK MANAGEMENT POLICY:

The Company has risk management policy in place which mitigates the risk at appropriate situations and there are no elements of risk, which in the opinion of Board of Directors may jeopardize the existence of the Company.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2021, top 1000 listed companies based on market capitalization is mandatorily required to constitute the Risk Management Committee and adopt the Risk Management Policy of the Company. Meetings of the risk management committee were held on May 30, 2024, Sep 05, 2024, Nov 12, 2024, Feb 12, 2025

27. POLICY ON SEXUAL HARASSMENT:

During the financial year ended March 31, 2025, the Company maintained its commitment to providing a safe, respectful, and inclusive work environment for all employees. The Company has implemented robust policies and procedures to prevent and address incidents of sexual harassment in the workplace, in strict compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company also has in place duly constituted Internal Complaints Committee (ICC) to consider and resolve all sexual harassment complaints reported by women. The constitution of the ICC is as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the committee includes external members from NGOs or with relevant experience. Investigation is conducted and decisions made by the ICC at the respective location, and a senior women employee is the presiding officer over every case. Majority of the total members of the IC are women.

The policy on sexual Harassment policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company viz. https:// www.kellton.com/legal-policies.

During the financial year ended March 31, 2025, the Company has not received any complaints pertaining to Sexual Harassment.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has formulated a policy on materiality of related party transactions and manner of dealing with related party transactions which is available on the Companys website at the link: https://www.kellton.com/ legal-policies.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms length basis.

Particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto shall be disclosed in Form No. AOC-2 as Annexure -I

All transactions with related parties were reviewed and approved by the Audit Committee. Omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. A statement giving details of all related party transactions entered pursuant to omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review. Details of transactions, contracts and arrangements entered into with related parties by the Company, during FY 2024-25, is given under Notes to Accounts annexed to Financial Statements, which forms part of this Annual Report.

29. MATERIAL SUBSIDIARY POLICY:

The Company has adopted a policy for determining material subsidiary, in line with the requirements of the Listing Agreement. The Policy on Material Subsidiary is available on the website of the Company at https://www.kellton.com/legal-policies.

30. PARTICULARS OF EMPLOYEES:

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure - III to this Report.

In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company. The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed in Annexure - III and forms part of this Report.

31. CHAIRMAN & MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION:

As required under the SEBI Guidelines, the Chairman and Managing Director and the Chief Financial Officer Certification is attached to this Report.

32. INTERNAL AUDIT & CONTROLS:

The Company has a proper and adequate system of internal control to ensure all the assets are safeguarded and protected against loss from unauthorized use or disposition and the transactions are authorized, regarded and reported correctly. The internal control is supplemented by an extensive program of internal audits, review by management and procedures. It is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of assets.

The Companys Internal Audit Department is regularly carrying out the Audit in all areas. Normal foreseeable risks of the Companys Assets are adequately covered by comprehensive insurances.

33. INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has adequate Internal Financial Controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis.

These systems ascertain that transactions are authorised, recorded and reported correctly. The Company ensures adherence with all internal control policies and procedures as well as compliance with all regulatory guidelines in respect of the business, risk, branches and support functions. The Audit Committee of the Board of Directors reviews the adequacy of these systems. All significant audit observations of the Internal Auditors and follow-up actions were duly reported upon and discussed at the Audit Committee. During the year under review, the Internal Control Framework was evaluated on the design and effectiveness of controls by an Independent Risk Advisory Consultant and was found to be in accordance with the Internal Financial controls requirement of Companies Act, 2013. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

34. INDUSTRIAL RELATIONS:

The Company enjoyed cordial relations with its employees during the year under review and the Board appreciates the employees across the cadres for their dedicated service to the Company, and looks forward to their continued support and higher level of productivity for achieving the targets set for the future.

35. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016):

During the period under review, there was no application made nor any proceeding initiated or pending under the Insolvency and Bankruptcy code, 2016.

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the period under review, there was no one-time settlement with any Bank. RS.

37. HUMAN RESOURCES:

Your Company treats its Human Resources as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

38. ACKNOWLEDGEMENTS:

Your Directors wish to express their appreciation for the support and co-operation extended by the bankers, financial institutions, joint development partners, shareholders, government agencies and other business associates. Your Directors wish to place on record their deep sense of appreciation for the committed services by the employees of the Company.

	For and on behalf of the Board of Directors
	Sd/-	Sd/-
	Krishna Chintam	Niranjan Chintam
	Managing Director	Whole-Time Director
Date : 06.09.2025 Place : Hyderabad	DIN:01658145	DIN: 01658591