Manjushree Technopack Ltd Directors Report

TO THE MEMBERS - MANJUSHREE TECHNOPACK LIMITED

The Board of Directors is pleased to present the Thirty-Eighth Annual Report, together with the Audited Financial Statements of the Company for the year ended March 31, 2025, together with the Independent Auditors Report.

FINANCIAL SUMMARY AND HIGHLIGHTS

The Companys performance during the year as compared with the previous year is summarized below:

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	2,56,983	2,11,700
Other Income	1,420	1,330
Operating profit before Finance Cost, Depreciation, Tax and Exceptional Items	41,140	38,663
Less: Depreciation and amortization expenses	19,933	15,488
Less: Finance Cost	12,226	9,146
Profit before Exceptional Items and Tax	8,982	14,029
Exceptional Items	19,442	2,056
Profit before Tax	28,424	16,085
Less: Tax	1,909	2,006
Profit for the year	26,515	14,079
Other Comprehensive Income	29	99
Total Comprehensive Income	26,544	14,177

During the year under review, the company recorded revenue from operations of 2,56,983 Lakhs higher by 21% compared to 2,11,700 Lakhs of the last financial year. The Company recorded net profit 26,515 Lakhs during the financial year ended on March 31, 2025, against the net profit of 14,079 Lakhs in the previous financial year ended on March 31, 2024.

The Companys EBITDA 41,410 Lakhs increased by financial year. 6.40% over the EBITDA of 38,663ofthelast

AMOUNTS TRANSFERRED TO RESERVES:

The Board has decided to retain the entire amount of profit for FY25 in the distributable retained earnings.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("The Rules"), the Company is not required to transfer the unpaid dividend amount and shares to IEPF this year. Shareholders /claimants whose Shares, unclaimed Dividend, have been transferred to the afforested IEPF Suspense Account or the Fund, as the case may be, may claim the Shares or apply for a refund by making an application to the IEPF Authority in Form IEPF-5 (available on http://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time.

DIVIDEND:

Your Board had declared interim dividends on May 10, 2024, of 53.50 per share which were distributed in time.

INITIAL PUBLIC OFFER (IPO)

As approved by the shareholders of our Company pursuant to a resolution dated July 9, 2024, the Board of Directors on August 20, 2024, approved and filed the Draft Red Herring Prospectus ("DRHP") with SEBI. However, due to market conditions and other relevant considerations, the Board decided on November 22, 2024, not to proceed with the proposed with Proposed Initial Public Offer.

CHANGES IN SHARE CAPITAL:

During the year under review, the authorized capital of the company was adjusted to reflect the sub-division of equity shares.

This resulted in a change in the authorized share capital from 251,000,000, divided into 25,100,000 Equity Shares with a face value of 10 each, to 251,000,000, divided into 125,500,000 Equity Shares with a face value of 2 each.

The issued /subscribed and Paid-up Capital of the Company is 17,16,79,612 (Rupees Seventeen Crores Sixteen Lakhs Seventy-Nine Thousand Six Hundred Twelve Only) divided into 8,58,39,806 (Eight Crore Fifty-Eight Lakhs Thirty-Nine Thousand Eight Hundred Six Only) Equity Shares of 2/- (Rupees Two only) each.

During the year the company issued and allotted:

18,101,306 (One Crore Eighty-One Lakhs One Thousand Three Hundred and Six) Equity Shares of 2 each pursuant to the conversion of 58,721,747 (Five Crore Eight-Seven Lakhs Twenty-One Thousand Seven Forty-Seven) Compulsory Convertible Debentures of 100/- each.

The Company has an ESOP scheme for its employees/ Directors and information as per provisions of Rule 12(9) is furnished below: Our Company, pursuant to the resolutions passed by our Board on April 8, 2019 and by our Shareholders on June 6, 2019, approved the "Manjushree Technopack Limited – Employee Stock Option Plan 2019", which was amended pursuant to a resolution passed by the Board on June 4, 2024 and the Shareholders by way of postal ballot on July 9, 2024, respectively for issue of employee stock options to eligible employees ("ESOP 2019"), Further the plan was amended pursuant to a resolution passed by the our Board dated December 10, 2024 intended to be made into a cash-settled plan so as to ensure that the option grantees, on vesting of options, are paid in cash (rather than shares), details of the same are provided in Financial Statement in Note No 40.

ISSUE OF COMPULSORILY CONVERTIBLE DEBENTURES:

During the year under review, your Company issued 5,29,09,694 (Five Crore Twenty-Nine Lakhs Nine Thousand Six Hundred Ninety-Four) Compulsorily Convertible Debentures (CCDs) at par, each with a face value of 100 (Rupees Hundred). These CCDs were issued as a rights offering to the Companys shareholders, totalling an aggregate amount of

529,09,69,400 (Five Hundred Twenty-Nine Crore Nine Lakhs Sixty-Nine Thousand Four Hundred).

SUBSIDIARIES/ASSOCIATES/JOINT VENTURES:

The Company does not have a subsidiary or associate, and hence there are no disclosures to be provided in this regard.

CHANGE IN THE NATURE OF BUSINESS:

There were no changes in the nature of business during the year under review as prescribed in Rule 8(ii) of the Companies (Accounts) Rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Sections 149, 152 and other applicable provisions of the Companies Act, 2013, Mr. Aswin Vikram (DIN: 08895013) Director of the Company will retire by rotation in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his appointment for the consideration of Members of the Company in the ensuing Annual General Meeting.

The Code of Conduct for Directors and to all present senior executives forming a part of the top level Management is available at http://manjushreeindia.com/investor-relations/code-of-conduct/.

During the year under review the following Directors and Key Managerial Personal have resigned from the Board of the Company:

Name of Director / KMP	DIN	Designation	Date of Resignation
Mr. D Shivakumar	00364444	Independent Director	March 25, 2025
Mrs. Gurveen Singh	09507635	Independent Director	March 25, 2025
Mr. Mannu Bhatia	10192896	Independent Director	March 25, 2025
Mr. Pankaj Patwari	08206620	Director	March 25, 2025
Mrs. Shweta Jalan	00291675	Director	March 25, 2025
Mr. Rasmi Ranjan Naik	ACZPN6067B	Company Secretary and Compliance Officer	December 10, 2024

Appointment/Re-appointment of Directors and Key Managerial Personnels (KMPs):

During the year under review, following Director(s) were appointed by the Company:

Name of Director / KMP	DIN	Designation	Date of Appointment
Mr. Nikhil Kumar Srivastava*	07308617	Director	March 25, 2025
Mr. Aswin Vikram*	08895013	Director	March 25, 2025
Mr. Sumit Nadgir*	07619675	Director	March 25, 2025
Mr. Kamlesh Vikamsey**	00059620	Independent Director	March 26, 2025
Mr. Sameer Kaji**	00172458	Independent Director	March 26, 2025
Mrs. Anisha Motwani***	06943493	Additional Independent Director	June 25, 2025
Mr. Himanshu Parmar	AUTPP3120F	Company Secretary and Compliance Officer	December 10, 2024

* The members, through the postal ballot, approved the appointment of Mr. Nikhil Kumar Srivastava, Mr. Aswin Vikram, and Mr. Sumit Nadgir as Non-Executive Directors of the Company on May 30, 2025.

** The members, through the postal ballot, approved the appointment of Mr. Kamlesh Vikamsey and Mr. Sameer Kaji as Independent Directors on May 30, 2025.

*** Mrs. Anisha Motwani has been appointed as an Additional Independent Woman Director of the Company effective June 25, 2025. The necessary resolution for shareholder approval has been included in the Notice of the Annual General Meeting.

BOARD MEETINGS HELD DURING THE YEAR:

The Meetings of the Board and Committees were held at regular intervals with time gaps of not more than 120 days between two consecutive Meetings. Additional Meetings of the Board of Directors were held when necessary. During the year under review, eighteen (18) Meetings were held on April 02, 2024, April 29, 2024, May 10, 2024, May 13, 2024, June 04, 2024, June 21, 2024, July 12, 2024, July 24, 2024, July 30, 2024, August 07, 2024, August 29, 2024, October 30, 2024, November 08, 2024, November 22, 2024, December 10, 2024, February 12, 2025, March 25, 2025 and March 28, 2025. The Agenda of the Meetings is circulated to the Directors and Members in advance. Minutes of the Meetings of the Board of Directors and Committees are circulated amongst the Directors and Members for their perusal.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met on 12th February 2025 to review the performance of Non-Independent Directors and the Board as a whole and Non-Executive Directors and other items as stipulated under The Companies

(Appointment and Qualification of Directors) Rules, 2014. The

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

In terms of the provisions of Companies Act 2013 read with the rules made thereunder, the Board of Directors have evaluated the effectiveness of the Board / Director(s) for the financial year 2024-25. The board has monitored and reviewed the evaluation framework. The evaluation of all the Directors and Board as a whole, was conducted based on the criteria and framework adopted by the Board.

RECEIPT OF ANY COMMISSION BY MD/WTD FROM THE COMPANY OR FOR RECEIPT OF COMMISSION/ REMUNERATION FROM ITS HOLDING OR SUBSIDIARY

There was no commission received from the Company as well as from its holding or subsidiary company.

DECLARATIONS FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary Declarations from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 stating that they meet with the criteria of their Independence laid down in Section 149(6). The same is enclosed with this Report as Annexure I.

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of Section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that: a) in preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures; b) The Directors 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 at the end of the Financial Year and of the profit and loss of the c) the Directors had 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 had prepared the Annual Accounts on a going concern basis; and e) the Directors have laid down the internal financial controls followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS:

During the period under review, there were no material changes and commitments which affected the financial position of the Company.

COMMITTEES OF THE BOARD:

The Company has duly Constituted and reconstituted following committees in terms of the provisions of the Companies Act 2013 read with relevant rules framed thereunder during the reporting period and till the date of this report:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Risk Management Committee

5. Stakeholders Relationship Committee

There has been no instance during the year where the recommendations of the Committees were not accepted by the Board.

Audit Commi ee

The Audit Committee was re-constituted on July 12, 2024, as below:

• Mr. Mannu Bhatia	Chairman
• Mr. D Shivakumar	Member
• Mr. Pankaj Patwari	Member
• Mrs. Gurveen Singh	Member

Further the committee was re-constituted on April 11, 2025, as below:

• Mr. Kamlesh Vikamsey	Chairman
• Mr. Sameer Kaji	Member
• Mr. Nikhil Kumar Srivastava	Member

During the year under review the nine Committee meetings were held on May 10, 2024, June 20, 2024, July 24, 2024, July 30, 2024, August 7, 2024, August 28, 2024, October 30, 2024, November 8, 2024, February 12, 2025. to perform their duties in accordance with the provisions of Section 177 of the Companies Act, 2013. During the period under review, the Company has adhered to the broad framework laid down by the following policies;

Vigil Mechanism:

Your Company is committed to the highest ethical and legal standards. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013.

Related Party Transactions:

Particulars of contracts or arrangements with related parties referred to in Section 188(1) are enclosed in the prescribed format, Form AOC-2, as Annexure-II. The Transactions are in the ordinary course of business and at arms length terms. The Companys Policy on Related Party Transactions is available at http://manjushreeindia.com/investor-relations/related-party-transaction-policy/.

Nomination and Remuneration Commi ee:

The Nomination and Remuneration was re-constituted on July 12, 2024, as below:

• Mrs. Gurveen Singh	Chairperson
• Mr. D Shivakumar	Member
• Mr. Pankaj Patwari	Member

Further the committee was re-constituted on April 11, 2025, as below:

• Mr. Sameer Kaji	Chairman
• Mr. Kamlesh Vikamsey	Member
• Mr. Nikhil Kumar Srivastava	Member

During the year under review the eight Committee Meetings were held on April 29, 2024, June 4, 2024, June 21, 2024, July 12, 2024, August 7 ,2024, December 10, 2024, February 12, 2025, and March 25, 2025, to perform their duties in accordance with Companies Act, 2013.

The Company policy relating to the appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is placed on the website of the Company at www.manjushreeindia.com.

Corporate Social Responsibility Commi ee

The Corporate Social Responsibility Committee was re-constituted on July 12, 2024, as below:

• Mrs. Gurveen Singh	Chairperson
• Mr. Pankaj Patwari	Member
• Mr. Thimmaiah Napanda Poovaiah	Member

Further the committee was re-constituted on April 11, 2025, as below:

• Mr. Sameer Kaji	Chairman
• Mr. Nikhil Kumar Srivastava	Member
• Mr. Thimmaiah Napanda Poovaiah	Member

During the year under review the eight Committee Meetings were held on June 21, 2024, and February 12, 2025, to perform their duties in accordance with the Companies Act, 2013.

Corporate Social Responsibility (CSR) Policy:

The CSR Committee comprises of Mr. Sameer Kaji, Independent Director as Chairman, Mr. Nikhil Srivastava, Director and Mr. Thimmaiah NP, Managing Director and CEO as other Members after the reconstitution of the Committee on 12th April 2025 due to resignation of Mrs. Gurveen Singh, Independent Director, and Mr. Pankaj Patwari, Director on 25th March 2025. The CSR Committee has been entrusted with the responsibility of formulating and recommending to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. The CSR Committee has recommended to the Board to initiate the action for spending on the CSR activities to comply with the provisions of the Companies Act, 2013. The details of the spending on CSR activities are attached as Annexure- IIII to this Report.

Companys CSR Policy is available at https://www.manjushreeindia.com/investor-relations.

Risk Management Commi ee

The Risk Management Committee was re-constituted on July 12, 2024 as below:

• Mr. Mannu Bhatia	Chairperson
• Mr. D Shivakumar	Member
• Mr. Thimmaiah Napanda Poovaiah	Member
• Mrs. Gurveen Singh	Member

Further the committee was re-constituted on April 11, 2025 as below:

• Mr. Kamlesh Vikamsey	Chairman
• Mr. Thimmaiah Napanda Poovaiah	Member
• Mr. Sumit Nadgir	Member

During the year under review, One Risk Management Committee meetings was held on March 25, 2025.

The management of the Company has duly adopted the Risk Management Policy to articulate the Companys approach and expectations in relation to the management of risk across the organization. The Risk Management Policy is available on Companys website at https://www.manjushreeindia.com/investor-relations.

Stakeholders Relationship Commi ee

The Stakeholders Relationship Committee was re-constituted on July 12, 2024 as below:

• Mr. D Shivakumar	Chairperson
• Mr. Mannu Bhatia	Member
• Mr. Thimmaiah Napanda Poovaiah	Member

Further the committee was reconstituted on April 11, 2025 as below:

• Mr. Sameer Kaji	Chairman
• Mr. Aswin Vikram	Member
• Mr. Thimmaiah Napanda Poovaiah	Member

During the year under review, one Committee Meetings was held on June 21, 2024.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

The Company undertook Postal Ballot which commenced May 1, 2025 and closed on May 30, 2025 for the Shareholders approval for the (i) appointment of Mr. Nikhil Kumar Srivastava (DIN: 07308617) as Director (ii) Appointment of Mr. Aswin Vikram (DIN: 08895013) as Director (iii) Appointment of Mr. Sumit Mohan Nadgir (DIN: 07619675) as Director (iv) Appointment of Mr. Kamlesh Shivji Vikamsey (Din: 00059620) as Independent Director (v) Appointment of Mr. Sameer Ambarish Kaji (DIN: 00172458) as Independent Director (vi) Approval for The Adoption of Restated Articles of Association of the Company. Another Postal Ballot was also undertaken which commenced on June 10, 2025 which will be closed by July 9, 2025 for the Shareholders approval for the (i) Approve the Manjushree Technopack Limited Employee Stock Option Plan 2025 ("Plan" / "ESOP 2025"), (ii) Approval of the Re-appointment of Mr. Thimmaiah Napanda Poovaiah

(Din: 01184636), As Managing Director and Chief Executive Officer of the Company.

INFORMATION ON THE FINANCIAL POSITION / FINANCIAL PERFORMANCE OF THE SUBSIDIARIES / ASSOCIATES/ JVS:

The Company does not have any other associate/ JVS.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

There are Directors/ Key Managerial Personnel who were in receipt of the remuneration as prescribed under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration) of Managerial Personnel Rules, 2014 during the year under review given in the notes to Statement of Profit and Loss.

RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION / REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

No Director has received any commission from your Company or from Holding or Subsidiary Company.

DISCLOSURE RELATING TO REMUNERATION OF EMPLOYEES:

Statement pursuant to Sub Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure IV.

ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 read with the Companies Amendment Act, 2020 an Annual Return in MGT-7 is placed on the website of the Company i.e., www.manjushreeindia.com. The link is https://www.manjushreeindia.com/investor-relations.

AUDITORS:

Statutory Auditors:

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, 19th Floor, 46, Prestige Trade Towers, Palace Road, High Grounds, Bengaluru-560001 (registered with ICAI (Firm Registration No. 008072S) were appointed as Statutory Auditors

Meeting till the conclusion of the 38th Annual theCompany,tohold

General Meeting.

As the tenure of the current Statutory Auditor expires at the conclusion of the ensuing Annual General Meeting, based on the recommendation of the Audit Committee, the Board of Directors of the Company has recommended the appointment of M/s. S.R. Batliboi & Associates LLP (FirmRegistrationNo.101049W/E300004)asStatutoryAuditorfortermoffive years beginning from the conclusion of this ensuing 38th Annual General Meeting till the conclusion of the 43rd Annual General Meeting of the Company, subject to approval of shareholders The resolutions seeking shareholder approval for the appointment of the statutory auditors for term of five years have been included in the notice of the ensuing Annual

General Meeting. in their report. Therearenoobservationsor

Internal Auditor:

M/s. Mahajan & Aibra, Chartered Accountants, B-Wing, 2nd Floor, Mafatlal Chambers, N. M. Joshi Marg, Lower Parel (E), Mumbai 400 013 were appointed as the Internal Auditors of the Company.

Cost Auditor:

M/s. G S & Associates, Cost Accountants, # 207, Bindu Galaxy, No. 2, 1st Main, Chord Road, Industrial Town, Rajajinagar,

Bengaluru-560044 were appointed as Cost Auditors for the Financial Year 2024-25 for the product shrink film.

Secretarial Auditor:

Mr. Vijayakrishna K T, FCS, Practicing Company Secretary, was appointed as Secretarial Auditor of the Company for the

Financial Year 2024-25.

SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report as provided by Mr. Vijayakrishna K.T, Practicing Company Secretary in form of MR-3, is annexed to this Report as Annexure V.

QUALIFICATIONS IN THE AUDIT REPORTS:

There were no qualifications or observations by the Auditors in their audit reports.

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

A. Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo is as_follows:

Form for disclosure of particulars with respect to conservation of energy

I. POWER AND FUEL CONSUMPTION:

	March 31,	March 31,
	2025	2024
1. Electricity
(a) Purchased:
No. of Units in Lakhs (KWH)*	1985.19	1,671.25
Total Amount in Lakhs	13182.88	11,303.22
Rate / Unit (KWH) ()	6.64	6.76

 

	March 31,	March 31,
	2025	2024
(b) Own Generation through Diesel Generator
No. of Units (KWH) Generated in Lakhs	9.14	6.34
Total Amount In Lakhs	241.90	202.29
Units Per Liter of diesel oil	3.21	2.85
Cost / Unit in	26.46	31.92
*Excluding generation from wind mill Units (in lakhs)	39.25	40.56
2. Coal	-	-
3. Furnace Oil	-	-
4. Others	-	-

II. CONSUMPTION PER UNIT OF PRODUCTION (to the extent applicable):

Particulars	Standard	Unit	March 31, 2025	March 31, 2024
Production (Containers & Performs)	N.A.	MT	147490.26	115,850.83
Production (Conversion)	N.A.	MT	44737.47	52,067.11
Consumption of Electricity per ton (incl. own generation)	None	KWH	1032.73	995.28
Consumption of Diesel Oil per ton	None	Liters	1.48	1.32

B. TECHNOLOGY ABSORPTION:

(a) Efforts made in technology absorption as per detailed hereunder:

I. RESEARCH AND DEVELOPMENT (R & D)

out by the Company.	development of value-added products.
2. Benefits derived as a result of the above R & D	New products have been introduced, giving an edge to the Company in the present-day competitive market.
3. Further Plan of action	The Company intends to continue its R&D efforts.

EXPENDITURE ON R&D:

The Expenditure incurred on Research and Development: Bangalore Corporate

Nature of Expenditure	2024-25	2023-24
Capital Expenditure	947.06	668.45
Revenue Expenditure	-	-
Total	947.06	668.45
Total R&D expenditure as a percentage of total turnover	0.37%	0.32%

RESEARCH AND DEVELOPMENT(R&D)

The Company has been continuously putting effort to develop new products with different challenges. The Company is doing many research activities in the areas of material weight reduction, alternate material, process design, process improvement, value engineering products etc.

Benefits derived as a result of R & D: a) Market expansion and improved competitive position through significantly improved products for new markets. b) Improved competency in designing processes & products for customers. c) Upgradation of technical skills of employees for higher productivity & more consistent quality.

Future Plan of Action:

The Company is looking to adopt new and upgraded technologies in order to stay ahead of its competitors future R&D efforts will continue along similar lines, as at present, but with more focus, thrust and endeavours. Adoption of sustainable technologies and enabling circular economy by technological solutions towards PCR (Post Consumer Recycled).

Form for disclosure of particulars with respect to absorption

1. Efforts in brief made towards technology absorption, adaptation and innovation	Does not arise
2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc.	None
3. a. Technology imported	None
b. Year of Import	NA
c. Has technology been fully absorbed?	NA
If not fully absorbed, area where this has not taken place reason thereof and future plan of action.	NA

(a) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services export plans: Our organization is actively engaged in various activities to boost exports. We have implemented several initiatives aimed at increasing export volumes and expanding our reach into new markets.

(b) Foreign Exchange Earnings and Outgoings:

During the period under review, your Companys foreign exchange earnings were 6579 Lakhs and foreign exchange outgoings were 18,836 Lakhs as against 6051 Lakhs of foreign exchange earnings and 13,006 Lakhs of foreign exchange outgoings for the previous year.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company is following adequate Internal Financial Controls with reference to the Financial Statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given loans, Guarantees or made any Investments during the Financial Year.

DETAILS RELATING TO DEPOSITS:

Your Company has not invited/accepted/renewed any Deposits from the public as defined under the provisions of the

Companies Act, 2013 and accordingly, there were no Deposits which were due for repayment on or before 31st March 2025.

EVENT BASED DISCLOSURES:

There were no events during the year that require disclosure under this section.

REVISION OF FINANCIAL STATEMENTS OR THE REPORT

As per the Secretarial Standards-4 in case the Company has revised its Financial Statements or the Report in respect of any of the three preceding Financial Years either voluntarily or pursuant to the order of a judicial authority, the detailed reasons for such revision shall be disclosed in the Report of the year as well as in the Report of the relevant financial year in which such revision is made.

There was no revision of Financial Statements in any of the three preceding Financial Years.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

There was no such process initiated during the year under consideration.

CREDIT RATING OF SECURITIES:

Your Company has not obtained any rating from the credit rating agency for the securities during the year. Therefore, the said clause is not applicable to the Company.

INDUSTRIAL RELATIONS:

Industrial relations have been cordial and constructive, which has helped your Company to achieve production targets.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the

Companys premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. A policy on the Prevention of Sexual Harassment in the Workplace has been released by the Company. The policy aims at the prevention of harassment of employees and lays down the guidelines for the identification, reporting, and prevention of undesired behaviour. Three-member Internal Committee (IC) was set up from the senior management with women employees constituting the majority. The IC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy. No complaint pertaining to sexual harassment was reported during the year.

DISCLOSURE FOR COMPLIANCE WITH MATERNITY BENEFIT ACT:

During the year under review, the Company complied with the statutory requirements of the Maternity Benefit Act.

NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR:

The details of the total number of employees as on March 31, 2025, are provided as under.

1. Number of Female Employees: 238

2. Number of Male Employees: 1,836

3. Number of Transgender Employees: Nil

MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBNUALS IMPACTING GOING CONCERN STATUS OF COMPANY:

No order was passed by any court or regulator or tribunal during the period under review which impacts going concern status of the Company.

FRAUD REPORTING (REQUIRED BY COMPANIES AMENDMENT BILL, 2014):

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Further, no case of Fraud has been reported to the Management from any other sources.

COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

MAINTENANCE OF COST RECORDS:

Your Company has complied with the Maintenance of Cost Records as specified by the Central Government under

Sub-Section (1) of Section 148 of the Companies Act, 2013.

ACKNOWLEDGEMENTS:

Your Directors extend their heartfelt appreciation for the significant contributions made by the employees of the Company at each level. Their cooperation, dedication, and unwavering commitment have been instrumental in helping the Company to overcome the challenges. The Board also acknowledges the continued support from various Banks and extends its appreciation to vendors, customers, consultants, financial institutions, government bodies, dealers, and other business associates. At the end, the Board deeply recognizes the trust and confidence placed by the consumers of the Company and the Shareholders

	For and on behalf of the Board
	Thimmaiah Napanda Poovaiah	Aswin Vikram
Place: Bengaluru	Managing Director and CEO	Director
Date: June 25, 2025	DIN: 01184636	DIN: 08895013