Konndor Industries Ltd Directors Report

To,

The Members,

KONNDOR INDUSTRIES LIMITED

AHMEDABAD

Your Directors take pleasure in presenting the 42 nd Annual Report of your Company together with Audited Accounts for the year ended 31 st March, 2025.

1. FINANCIAL HIGHLIGHTS:

Your companys performance for the financial year 2024-25 is summarized below:-

(Amount in Rs. Lakhs)

Particulars	Year 2024-25	Year 2023-24
Total Revenue	900.16	1378.86
Total Expenses	811.92	1297.03
Profit (Loss) Before Taxes	88.24	81.23
Net Tax Expense	23.26	17.53
Profit/ (Loss) for the period (After Tax)	64.98	64.30

2. OPERATIONS:

Your Company has earned total revenue of Rs. 900.16 Lacs as compared to Rs. 1378.86 Lacs in the previous year. The total expenditure incurred during the year was Rs. 811.92 Lacs as compared to Rs. 1297.03 Lacs in the previous year. The Net Profit after taxation during the year under review is Rs. 64.98 Lacs as compared to previous years Profit of Rs. 64.30 Lacs.

3. STATE OF AFFAIRS:-

During the financial year ended 31st March, 2025, the Company continued its business operations with a focus on strengthening its market position, enhancing operational efficiency and creating sustainable value for its stakeholders. The management remained committed towards prudent financial management, cost optimization and effective utilization of resources to improve overall business performance.

During the year under review, the Company maintained its commitment towards compliance with applicable provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other statutory requirements. The Company continued to emphasize corporate governance practices and transparency in its operations.

The financial performance of the Company for the year under review is detailed in the Financial Statements forming part of this Annual Report. The Board of Directors is continuously exploring various business opportunities and strategic initiatives to improve the Companys operational and financial performance and to maximize shareholders value.

4. DIVIDEND:

With a view to conserve the resources, your Directors do not recommend any dividend on the equity share capital of the Company for the year ended 31 st March, 2025.

5. PUBLIC DEPOSITS:

Your Company has not accepted any deposits from public during the year under review.

6. THE AMOUNT, IF ANY WHICH PROPOSE TO CARRY TO ANY RESERVES:

The company has not transferred any amount to reserves during the financial year 2024-25.

7. DIRECTORS:

Ms. Aasavari Jadhav has been appointed as Additional Director of the Company in the Board Meeting held on 24 th May, 2025.

Mr. Mayank Tiwari has been appointed as Additional Director of the Company in the Board Meeting held on 14 th June, 2025.

Mr. Vigil Rodrigues has been appointed as Additional Director of the Company in the Board Meeting held on 14 th June, 2025.

Ms. Sarita Ahire has been appointed as Additional Director of the Company in the Board Meeting held on 14 th June, 2025.

Mr. Vigil Rodrigues is appointed as Chief Financial Officer of the Company for a term of 5 years starting from 21 st June, 2025.

Ms. Sarita Ahire is appointed as Whole Time Director of the Company for a term of 5 years starting from 21 st June, 2025.

8. SHARE CAPITAL: -

During the year under review, the Company increased its Authorised Share Capital from ?6,00,00,000 (Rupees Six Crore Only) divided into 60,00,000 Equity Shares of ?10/- each to ?12,00,00,000 (Rupees Twelve Crore Only) divided into 1,20,00,000 Equity Shares of ?10/- each, pursuant to the approval of the Members obtained at the General Meeting of the Company Held on 30.09.2024.

There was no change in the Issued, Subscribed and Paid-up Equity Share Capital of the Company during the Financial Year 2024-25. As on 31st March, 2025.

The Paid-up Equity Share Capital of the Company stood at ?5,50,40,000 divided into 55,04,000 Equity Shares of ?10/- each fully paid-up.

9. MATERIAL CHANGES AND COMMITMENTS: -

Subsequent to the close of the Financial Year ended 31st March, 2025 and up to the date of this Report, the following material events have taken place:

1. Mr. Jignesh Shah ceased to be Director of the Company with effect from 07th June, 2025 due to his resignation.

2. Mr. Meet Thakkar ceased to be Director of the Company with effect from 16th June, 2025 due to his resignation.

Except as stated above, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company and the date of this Report.

10. COMPOSITION AND NUMBER OF MEETINGS OF THE BOARD

As on 31st March, 2025, the Board of Directors of the Company comprised of four Directors having an optimum combination of Executive, Non-Executive and Independent Directors in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The composition of the Board as on 31st March, 2025 was as under:

Name of Director	Designation
Mr. Shashikant Thakar	Chairman & Non-Executive Director
Mr. Sanjay Gupta	Whole-Time Director
Ms. Ananya Acharya	Independent Director
Mr. Jignesh Shah	Independent Director

The Board is responsible for the overall management and strategic direction of the Company and functions in accordance with the highest standards of corporate governance.

The Board meets at regular interval with gap between two meetings not exceeding 120 days. Additional meetings are held as and when necessary. During the year under the review, the Board met 4 times on the following dates: 30 th May, 2024, 13 th August, 2024, 14 th November, 2024 and 8 th February, 2025.

11. MEETING OF INDEPENDENT DIRECTORS:-

In compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company met separately during the Financial Year 2024-25.

The Independent Directors reviewed the performance of the Non-Independent Directors and the Board as a whole, reviewed the performance of the Chairperson of the Company and assessed the quality, quantity and timeliness of the flow of information between the management and the Board for effective discharge of their duties.

12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:-

There were no significant and material orders passed by any Regulators, Courts or Tribunals during the Financial Year 2024-25 which would impact the going concern status of the Company or materially affect its future operations. Further, no proceedings have been initiated or are pending against the Company under the Insolvency and Bankruptcy Code, 2016, and no application has been made or admitted under the Insolvency and Bankruptcy Code, 2016 by or against the Company. The Company continues to comply with the applicable provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws, rules and regulations governing its business activities.

13. COMMITTEES: -

The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues.

The Board has constituted following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given in detail in the Report on Corporate Governance of the company which forms part of this Annual Report.

14. SECRETERIAL STANDARD COMPLIANCE: -

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013. The Company has complied with Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) during the Financial Year 2024-25.

15. ANNUAL RETURN:-

The Annual Return of the Company as on March 31, 2025 is available on the Companys website and can be accessed at .

16. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (3) of the Companies Act, 2013, in relation to the financial statements for FY 2024-25 the Board of Directors state that

a) In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 st March, 2025 and of the profits for the year ended 31 st March, 2025;

c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) The financial statements have been prepared 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 proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

17. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUBSECTION (3) OF SECTION 178

The Nomination & Remuneration Committee considers the requirement of the skill on the Board, integrity of the persons having standing in their respective field/profession and who can effectively contribute to the Companys business and policy decisions, recommend the appointment to the Board for approval.

Any payment to non-executive directors of the Company is decided based on the market rate of the same service and the after considering the professional knowledge and expertise of the Director in the same field.

The Committee has approved a policy with respect to the appointment and remuneration of the Directors and Senior Management personnel.

18. STATUTORY AUDITORS AND THEIR REPORT

M/s Chandabhoy & Jassoobhoy., Chartered Accountants, the Statutory Auditors of the Company has Conducted the audit for Financial Year 2024-25.

The Auditors Report does not contain any qualification, reservation or any adverse remark.

Appointment of M/s Chandabhoy & Jassoobhoy., Chartered Accountants is placed before you to confirm their appointment as Statutory Auditors for a term of 5 years starting from the conclusion of 42 nd Annual General Meeting of the Company till the conclusion of 47 th Annual General Meeting of the Company.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. The Auditors comments on your companys accounts for year ended March 31, 2025 are self-explanatory in nature and do not require any explanation as per provisions of Section 134(3)(f) (i) of the Companies Act, 2013.

19. DISCLOSURE OF REPORTING OF FRAUD BY THE AUDITORS UNDER SECTION 143(2):-

During the financial year 2024-25, the Statutory Auditor has not reported to the audit committee any instance of fraud committed against the Company by its employees or officers under section 143(12), the details of which need to be reported in Boards Report.

20. INTERNAL FINANCIAL CONTROL AND INTERNAL AUDITOR:-

Pursuant to provisions of 138 of the Companies Act, 2013, and Rule 13 of Companies (Accounts) Rules, 2014, M/S. MAUKSH SHAHS ASSOCIATES, Chartered Accountants (Firm Registration No. 156115W), Ahmedabad, has been appointed as an Internal Auditor of the Company for the Financial Year 2025-26. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. The reports of Internal Audit are reviewed by the Audit Committee of the Board.

21. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance Report are not applicable to the Company, as the paid up equity share capital of the Company is less than Rs. 10 Crore and net worth of the Company is less than Rs. 25 Crores as on the last date of Financial year 202425.

22. COST RECORD

Pursuant to Section-148 (1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014, Company does not fall under the criteria for maintaining cost record for the financial year 2024-25.

23. SECRETARIAL AUDIT REPORT

Pursuant to Section 204 read with Section 134(3) of the Companies Act, 2013, the Board of Directors has appointed Ms. Viral Garachh as Secretarial Auditor of the Company for FY 2024-25. The Secretarial Audit Report issued in Compliance with SEBI (LODR) by Ms. Viral Garachh Is annexed with the Boards report as Annexure B.

24. SECRETARIAL AUDITORS REMARKS

Ms. Viral Garachh, Company Secretary who was appointed as Secretarial Auditor for the Company for conducting audit for the year 2024-25, has given following qualifications in her report:

1. Structured Digital Database (SDD)

The Company has not maintained the Structured Digital Database (SDD) in compliance with Regulation 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 during the period under review.

2. Trading Window Closure / Depository Intimation

The Company has not complied with the requirements relating to trading window closure and the requisite intimation/reporting to the Depositories (NSDL/CDSL) as prescribed under the SEBI (Prohibition of Insider Trading) Regulations, 2015.

3. Delay in Holding Annual General Meeting

The Annual General Meeting for the financial year under review was not held within the time prescribed under the provisions of the Companies Act, 2013.

4. Quarterly Financial Results

The quarterly financial results of the Company were not approved and submitted within the timelines prescribed under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

5. Non-Appointment of Company Secretary

The Company did not have a Company Secretary as required under the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 during the period under review.

6. Non-publication of Newspaper Advertisement

The Company has not published the newspaper advertisement relating to the financial results for the financial year 2024-25 as required under Regulation 47 of the SEBI (LODR) Regulations, 2015.

7. MANAGEMENTS VIEW ON REMARKS

With reference to the remarks provided in the Secretarial Audit Report, Board of Directors of the Company has considered the remarks.

1. The management is taking necessary steps to ensure compliance with SDD maintenance requirements.

2. Procedures relating to trading window closure and depository intimations have been strengthened.

3. The Company will ensure timely conduct of AGM in future.

4. Delayed financial results have subsequently been approved and filed with the Stock Exchange.

5. A qualified Company Secretary has been appointed / the process of appointment is underway.

6. The Company shall ensure timely publication of newspaper advertisements as required under SEBI (LODR) Regulations.

25. CODE OF CONDUCT

The Company has adopted a Code of Business Conduct based on the business principles of the Company. The Board has laid down the code of conduct for all Board members and Senior management of the Company. The code of conduct has been posted on the website of the company. All Board members and Senior management personnel affirms the compliance with the code on an annual basis in the prescribed format.

26. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the applicable provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

27. DEMATERIALIZATION

The Equity shares of the Company are in compulsory demat segment and are available for trading in the depository system of both National Securities Depository Ltd (NSDL) and the Central Depository Services (India) Ltd. (CDSL) 52,19,872 nos. of equity shares forming 94.59% of the equity share capital of the Company stands dematerialized on 31 st March, 2025.

28. LISTING OF SHARES:

The Equity Shares of the Company are listed on the BSE Limited, the nation-wide Stock Exchange.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions those were entered during the financial year were in ordinary course of the business of the company and were on arms length basis. All such Related Party Transactions are placed before the Audit Committee for approval.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is has been uploaded on the website of the Company at under investors/policy documents/Related Party Transaction Policy.

The particulars of every contract or arrangements entered into by the Company with related parties referred to the sub-section (1) of section 188 of the Companies Act, 2013, are disclosed in Form No. AOC-2 Annexure: III the same forms part of this report, pursuant to Section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186

In terms of provisions of Section 134(3)(g)of the Companies Act 2013, there was no Loans, Guarantees Or Investments provided by company as per section 186 of the companies act, 2013. However The Particulars of Loans, Guarantees or Investments under Section 186, is annexed hereto as Annexure: IV and forms part of this Report.

31. PARTICULARS OF EMPLOYEE REMUNERATION:-

The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197, of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure: V to the Directors Report.

The statement containing particulars of employees as required 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 is not provided as no employee is being paid remuneration of Rs. 8.50 Lac Per month if employed for part of the year and Rs. 1.02 Crore Per Annum if employed for the whole year.

32. SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL ACT 2013)

Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the company has setup the Internal complaints committee and the said committee has framed policy for prevention of sexual harassment at work place in accordance with the section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There were 13 employees working in the Organization during the financial year 2024-25. Disclosure of complaints during the year:

1. Number complaints of sexual harassment received in the year:Nil

2. Number of complaints disposed off during the year: Nil

3. Number of cases pending for more than ninety days: Nil

However, during the year no complaints were received by the Internal Complaints committee for sexual harassment from any of the women

33. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:-

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

34. HUMAN RESOURCE AND DEVELOPMENT

Our Company treats its Human Resources as one of its most significant assets. The Company continues its focus on retention through employee engagement initiatives and provides a holistic environment where employees get opportunities to realize their potential. 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. The Companys Health and Safety Policy commits to provide a healthy and safe work environment to all employees.

35. MANAGEMENT DISCUSSION AND ANALYSIS

As per the corporate governance norms, a separate section on Management Discussion and Analysis outlining the business of the Company is set out in Annexure forming part of this Report.

36. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of Corporate Social Responsibility (CSR) are currently not applicable to the Company.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details relating to conservation of energy, technology absorption, foreign exchange earnings and outgo prescribed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Account) Rules, 2014 are not applicable to the Company.

38. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

39. VIGIL MECHANISM POLICY

The Company has established a Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

40. RISK MANAGEMENT

Your Company has developed and implemented a Risk Management Policy which includes identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company. Your Company has a risk identification and management framework appropriate to the size of your Company and the environment under which it operates. The process involves identifying both external and internal risks and the readiness to respond to extreme risks like calamities and disasters.

41. SUBSIDIARY COMPANY

During the year under review there is no Company which have become or ceased to be the Subsidiaries, joint ventures or associate companies.

42. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013.

The corporate governance requirements as prescribed by Securities and Exchange Board of India (SEBI) under 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 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

43. FOREIGN EXCHANGE EARNINGS/OUTGO

The Company has not earned any Foreign Exchange by the way of Export Sales and has not incurred any Expenditure in Foreign Exchange during the Financial Year 2024-25.

44. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of Nomination and Remuneration/ Compensation Committee framed a policy on directors appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as Annexure: II .

45. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGES EARNINGS AND OUTGO:-

(a) Conservation of energy:

(i)	the steps taken or impact on conservation of energy	N.A.
(ii)	the steps taken by the company for utilizing alternate sources of energy	N.A.
(iii)	the capital investment on energy conservation equipments	N.A.
b) Technology absorption:
(i)	the efforts made towards technology absorption	N.A
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	N.A.
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	N.A.
	(a) the details of technology imported	N.A.
	(b) the year of import;	N.A.
	(c) whether the technology been fully absorbed	N.A.
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	N.A.
(iv)	the expenditure incurred on Research and Development	N.A.

c) Foreign Exchange Earnings and Outgo:

• Foreign Exchange Earned: NIL

• Foreign Exchange Outgo: NIL

The efforts are being made for energy conservation to new and innovative means. Further, the Company did not have any imported technology during the financial year.

46. APPRECIATION AND ACKNOWLEDGEMENTS

The Board of Directors places on record their appreciation for the continued support and confidence received from its Bankers and employees of the Company.

Annexure: II

NOMINATION AND REMUNERATION POLICY INTRODUCTION:

In pursuance of the Companys policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, key managerial personnel and employees of the company, to harmonize the aspirations of human resources consistent with the goals of the company and in terms of the provisions of the Companies Act, 2013 and the Listing Agreement with the stock exchanges (As amended from time to time), this policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC) and approved by the Board of Directors of the Company.

CONSTITUTION OF COMMITTEE:

The Board of Directors of the Company (the Board) constituted the committee to be known as the Nomination and Remuneration Committee consisting of at least three non-executive directors out of which at least two-third are independent directors. The Chairman of the Committee is an Independent Director. However, the chairperson of the company (whether executive or non- executive) may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such Committee.

OBJECTIVE:

The Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and as per LODR Regulation, 2015 and Guidelines of Reserve Bank of India. The objective of this policy is to lay down a framework in relation to remuneration of directors, KMP, senior management personnel and other employees. The Key Objectives of the Committee would be:

1.1. To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

1.2. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of Directors, key managerial personnel and other employees.

1.3. Formulation of criteria for evaluation of Independent Director and the Board.

1.4. To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

1.5. To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

1.6. To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Companys operations.

1.7. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

1.8. To develop a succession plan for the Board and to regularly review the plan.

1.9. To assist the Board in fulfilling responsibilities. 1.10 To Implement and monitor policies and processes regarding principles of corporate governance.

APPLICABILITY:

a) Directors (Executive and Non-Executive)

b) Key Managerial Personnel

c) Senior Management Personnel

DEFINITION:

Act means the Companies Act, 2013 and Rules framed there under, as amended from time to time. Board means Board of Directors of the Company.

Directors mean Directors of the Company.

Key Managerial Personnel means

i. Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director;

ii. Chief Financial Officer;

iii. Company Secretary; and

iv. Such other officer as may be prescribed.

Senior Management means Senior Management means the personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads. Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT:

a) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

b) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

1. Term / Tenure:

a) Managing Director/Whole-time Director: The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

1. Evaluation:

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

a) Removal Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations there under, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

b) Retirement the Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

POLICY FOR REMUNERATION TO DIRECTORS / KMP / SENIOR MANAGEMENT PERSONNEL:

1. Remuneration to Managing/Whole-time / Executive / Managing Director, KMP and Senior Management Personnel :

The Remuneration/ Compensation/ Commission etc. to be paid to Director / Managing Director etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

2. Remuneration to Non- Executive / Independent Director :

No remuneration / compensation / commission are given to the Non-Executive Independent Director of the company.

DUTIES IN RELATION TO NOMINATION MATTERS:

The duties of the Committee in relation to nomination matters include:

• Ensuring that there is an appropriate induction in place for new Directors and members of Senior Management and reviewing its effectiveness;

• Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Act;

• Identifying and recommending Directors who are to be put forward for retirement by rotation

• Determining the appropriate size, diversity and composition of the Board;

• Developing a succession plan for the Board and Senior Management and regularly reviewing the plan;

• Evaluating the performance of the Board members and Senior Management in the context of the Companys performance from business and compliance perspective;

• Making recommendations to the Board concerning any matters relating to the continuation in

office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract.

• Delegating any of its powers to one or more of its members or the Secretary of the Committee;

• Recommend any necessary changes to the Board; and

• Considering any other matters, as may be requested by the Board.

DUTIES IN RELATION TO REMUNERATION MATTERS:

The duties of the Committee in relation to remuneration matters include:

• Considering and determining the Remuneration Policy, based on the performance

and also bearing in mind that the remuneration is reasonable and sufficient to attract retain and motivate members of the Board and such other factors as the Committee shall deem appropriate all elements of the remuneration of the members of the Board.

Approving the remuneration of the Senior Management including key managerial personnel of the Company maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company. Delegating any of its powers to one or more of its members or the Secretary of the Committee. Considering any other matters as may be requested by the Board.

REVIEW AND AMENDMENTS:

1. The NRC or the Board may review the Policy as and when it deems necessary.

2. The NRC may issue the guideline, procedures, formats, reporting mechanism

and manual in supplement and better implementation to this policy, if it thinks necessary.

3. This Policy may be amended or substituted by the NRC or by the Board and as when required and also by the Compliance Officer where there is any statutory change necessitating the change in the policy.

Annexure: III FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for Disclosure of particulars of contracts/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 transaction under third proviso thereto.

Details of contracts or arrangements or transactions at Arms length basis:

Sr. No.	Particulars		Details
1	Name(s) of the related party	:	NA
	Nature of relationship
2	Nature of contracts/arrangements/transaction		NA
3	Duration of the contracts/arrangements/transaction		NA
4	Salient terms of the contracts or arrangements or transaction including the value, if any		NA
5	Date of approval by the Board
6	Amount paid as advances, if any

Annexure: IV

(Pursuant to sub-section (2) of section 186 of the Act and Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014)

> Details of Loans:

Sr. No.	Date of making loan	Details of Borrower	Amount	Purpose for which the loan is to be utilized by the recipient	Time period for which it is given	Date of BR	Date of SR (if require d)	Rate of Interest	Security
1	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.

> Details of Investments:

Sr. No.	Date of investment	Details of Investee	Amount	Purpose for which the proceeds from investment is proposed to be utilized by the recipient	Date of BR	Date of SR (if require d)	Expected rate of return
1	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.

> Details of Guarantee / Security Provided:

Sr. No	Date of providing security/gua rantee	Details of recipient	Amount	Purpose for which the security/guarantee is proposed to be utilized by the recipient	Date of BR	Date of SR (if an y )	Commission
1	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.

Annexure: V

DETAILS PERTAINING TO REMUNERATION 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:

(i) The percentage increase in remuneration of each Director, Chief Financial Officer during the Financial year 2024-25, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial year 202324 are as under:

Sr. No.	Name of Director/ KMP and Designation	Remuneration of Director/KMP for Financial year 2024-25 (Amount in Rs.)	% Increase/decr ease in Remuneration in the Financial Year 2024-25	Ratio of remuneration of each Director to median remuneration of employees
1

(i) In the Financial year 2024-25, the median remuneration of employees decreased : Ni.

(ii) There were 4 permanent employees on the rolls of Company as on March 31, 2025;

(iii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration: NIL

(ii) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

(iii) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable; and

(iv) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.