Media Matrix Worldwide Ltd Directors Report

Dear Members,

Your directors have pleasure in presenting the 40 th Annual Report, together with the Audited Financial Statement s (Standalone & Consolidated)of the Company for the financial year ended March 31, 2025 ("FY25").

COMPANY OVERVIEW

Media Matrix Worldwide Limited (Company or MMWL) is a B2B focused next-generation technology and services provider, specializing in Value Added Services (VAS) across the mobile and digital ecosystem. Beyond its core VAS offerings, MMWL is also engaged in the distribution of wide range of innovative products in mobility, audio, consumer electronics and IT segment across India through one of its subsidiaries.

FINANCIAL PERFORMANCE

Your Companys financial performance (standalone and consolidated) for the financial year ended March 31, 2025 is summarized below:

( In Lakhs)

PARTICULARS	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	305.95	305.30	188702.39	141530.01
Other Income	225.78	118.35	345.93	1131.97
Profit / (Loss) before depreciation, finance	246.50	162.61	2240.18	1865.25
charges and taxation
Less: Depreciation & Amortization expenses	23.99	24.25	78.42	72.39
Less: Finance Charges	6.10	5.90	1389.45	881.59
Profit before Exceptional items & Tax	216.41	132.46	772.31	911.27
Less: Exceptional items	-	-	-	-
Profit/ (Loss) before tax	216.41	132.46	772.31	911.27
Less: Tax Expenses
Current tax	0.98	5.83	148.54	193.49
Deferred tax	(0.33)	(1.90)	0.06	13.51
Income Tax for Earlier Years	-	-	178.76	0.17
Profit/ (Loss) after tax	215.76	128.53	444.95	704.10

THE INDIAN ACCOUNTING STANDARDS (IND-AS)

Financial Statements of your Company and its subsidiaries, for the financial year ended March 31, 2025, have been prepared in accordance with the Indian Accounting Standards ( Ind-AS ), as notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as the " Act ") read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129 read with Schedule III to the Act and the Companies (Accounts) Rules, 2014, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the " SEBI Listing Regulations" ) and applicable Indian Accounting Standards, the Audited Consolidated Financial Statements of the Company for FY25, together with the Auditors Report forms part of this Annual Report.

TRANSFER TO RESERVE

Under section 45-IC(1) of Reserve Bank of India (RBI) Act, 1934, Non-Banking financial companies (NBFCs) are required to transfer a sum not less than 20% of its Net Profits every year to reserve fund before declaration of any dividend. Accordingly, MMWL has transferred a sum of 42.98 lakh to its reserve fund.

RBI REGULATIONS

Your Company continues to comply with all Regulations issued by the Reserve Bank of India to the extent as applicable to the Company.

DIVIDEND

Keeping in view the need to augment the resources of the Company for future, your directors do not recommend the payment of dividend for the FY25.

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provisions of regulation 43A of the SEBI Listing Regulations, the Company had formulated a dividend distribution policy, which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/or retaining profit earned by the Company. The Dividend Distribution Policy is available on your Companys website at given weblink .

CHANGE IN THE NATURE OF BUSINESS

There was no change in nature of the business of the Company during the FY25.

FIXED DEPOSITS

During the FY25, your Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement of furnishing details relating to Deposits covered under Chapter V of the Act or the details of Deposits which are not in compliance with the Chapter V of the Act is not applicable.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of your Company between the end of FY25 and the date of this report, which could have an impact on your Companys operation in the future or its status as a " Going Concern ".

SHARE CAPITAL STRUCTURE

During the year under review, there has been no change in the capital structure of the Company.

As on March 31, 2025, the Authorised Share Capital was 150 Crore (Rupees One Hundred Fifty Crore only) divided into 150 Crore equity shares of face value of 1/- (Rupee One) each and Paid-up Equity share capital was 1,13,27,42,219/- (Rupees One Hundred Thirteen Crore Twenty Seven Lakh Forty Two Thousand and Two Hundred Nineteen Only) divided into 1,13,27,42,219 equity shares of face value of 1/- each (Rupee One).

SUBSIDIARIES, JOINT VENTURES & ASSOCIATES: Details of Subsidiaries

As on 31 March 2025, the Company had 02 (two) subsidiaries, as detailed below:

S. No.	Name of Subsidiary	Nature of Interest/Percentage of Shareholding
1.	Nexg Devices Private Limited (nexG)	56.78
2.	Media Matrix Enterprises Private Limited (MMEPL)	100.00

NEXG DEVICES PRIVATE LIMITED (nexG)

Our subsidiary, nexG, has rich experience in procurement and distribution of Mobile Handsets of various brands. nexG has distribution arrangement with various brands for distribution and marketing of handsets in the Indian markets. nexG has marketing offices and warehouses located at various cities in India and over a period of time it has established a nationwide network to handle the distribution business all over India. nexG is currently doing business with VIVO, Xiaomi, Realme, TECNO and ITEL mobile brands to distribute mobile handsets to LFRs (Large Format Retail outlets) across the Country. nexG has also entered in Audio segment and is doing business with HARMAN for distribution of their brand "JBL" in modern trade. nexG has also ventured into the segment of consumer electronics market through brand AKAI and AIWA.

Apart from the LFRs, nexG has also leveraged online channels by entering into distribution agreements with E-commerce partners, Amazon, Flipkart etc and has also entered into the agreement with Quick Commerce partners like Blinkit, Zepto and Swiggy Instamart for supplying Audio products and mobile accessories. nexG is in the process of further tie-ups with renowned brands by leveraging its logistics, warehousing & distribution expertise across the country.

MEDIA MATRIX ENTERPRISES PRIVATE LIMITED (MMEPL)

Media Matrix Enterprises Private Limited is engaged in business of making investments in existing/new projects to be undertaken by us jointly or severally.

FINANCIAL PERFORMANCE OF SUBSIDIARIES

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared Consolidated Financial Statements and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures, and associates in Form AOC-1 which is set out in Annexure A and forms an integral part of this Annual Report.

Any shareholder desirous of obtaining the Annual Accounts and related information of the above subsidiary companies may write to the Company Secretary at Media Matrix Worldwide Ltd., Plot No. 38, 4 th Floor, Sector 32, Institutional Area, Gurugram-122001, Haryana, the same shall be sent by post and the same is also available on the website of the

Company i.e. www.mmwlindia.com .

The financial statements including the consolidated financial statements and all other documents required to be attached to this report have been uploaded on the website of the Company i.e. www.mmwlindia.com.

MATERIAL SUBSIDIARIES

As on March 31, 2025, the Company has 02 (two) unlisted material subsidiary, viz., NexG Devices Private Limited & Media Matrix Enterprises Private Limited as on March 31, 2025. The Company has adopted a Policy for determining Material Subsidiaries as per requirements stipulated in Explanation to Regulation 16(1)(c) of the SEBI Listing Regulations.

The said policy may be accessed on the website of the Company at given weblink .

The changes made in the Policy during the year are stipulated in the Corporate Governance Report for FY25. Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries of your Company are covered in the Management Discussion & Analysis Report, which forms part of this Annual Report. Media Matrix Enterprises Private Limited was identified as a material subsidiary of the Company in the current financial year (FY25); accordingly, certain corporate governance requirements are currently in the process of being implemented.

MANAGEMENT DISCUSSIONS & ANALYSIS (MDA)

The Management Discussion and Analysis of financial performance and results of operations of the Company, as required under the SEBI Listing Regulations is provided in a separate section and forms an integral part of this report. It inter-alia gives details of the overall industry structure, economic developments, performance and state of affairs of your Companys business, risks and concerns and material developments during the financial year under review.

CORPORATE GOVERNANCE

Your Company is committed to benchmark itself with global standards for providing good corporate governance. Your Board constantly endeavors to take the business forward in such a way that it maximizes long-term value for the stakeholders. The Company has put in place an effective corporate governance system which ensures that the provisions of SEBI Listing Regulations are duly complied with.

A detailed report on the Corporate Governance pursuant to the requirements of the SEBI Listing Regulations forms part of this Annual Report.

A Certificate from the Secretarial Auditor of the Company, confirming compliance of conditions of corporate governance as stipulated in the SEBI Listing Regulations, is provided in the Report on Corporate Governance which forms part of the Corporate Governance Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As stipulated under Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility & Sustainability Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs) Appointments/Re-Appointments/Resignations

Mr. Sunil Batra, Director, is liable to retire by rotation at ensuing annual general meeting (" AGM ") pursuant to Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company and being eligible offers himself for re-appointment.

Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM.

The brief resume of Mr. Batra and other related information are been given in the Notice convening the 40 th AGM of your Company.

Further during the year under review, Ms. Bela Banerjee (DIN: 07047271), Non-Executive Non-Independent Director of the Company resigned from the position of directorship w.e.f. December 12, 2024, due to some preoccupations and other engagements.

The Board of Directors places on record its sincere appreciation for the support and valuable guidance given by Ms.Bela

Banerjee during her tenure as Non-executive Director of the Company.

The Board of Directors at its meeting held on August 13, 2025 and on the recommendation of the Nomination and Remuneration Committee, has re-appointed Mr. Sandeep Jairath as the Whole Time Director cum Chief Financial Officer of the Company for a further period of 3 (three) years with effect from May 25, 2026, subject to approval of shareholders at the ensuing AGM, as his current term of office is expiring on May 24, 2026.

Key Managerial Personnel

During the year under review, Mr. Gurvinder Singh Monga, resigned from the position of Company Secretary & Compliance Officer of the Company w.e.f 21.11.2024 due to his personal reasons. Further the Board on the basis of the recommendation of the Nomination and Remuneration Committee, at its meeting held on February 13, 2025, approved the appointment of Mr. Mohd Sagir, a qualified Company Secretary, having Fellow Membership No. FCS 11061 of the Institute of Company Secretaries of India, as the Company Secretary & Compliance Officer of the Company.

During the year under review, Mr. Sandeep Jairath, Whole-time Director cum Chief Financial Officer and Mr. Mohd Sagir, Company Secretary, continue to be the key managerial personnel of your Company, in accordance with the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DECLARATION BY THE COMPANY

The Company has issued confirmation to its Directors, confirming that it has not made any default under Section 164(2) of the Act, as on March 31, 2025.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the schedules and rules issued thereunder as well as clause (b) of sub-regulation (1) of Regulation 16 of the SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and that they are independent of management.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct. The Independent Directors of the Company have registered themselves with the data bank maintained by the Indian Institute of Corporate Affairs (IICA). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, all Independent Directors of the Company are exempted from undertaking the online proficiency self-assessment test conducted by the IICA.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made thereunder, and the SEBI Listing Regulations and are independent of the management.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

As per Regulation 25(7) of the SEBI Listing Regulations, the Independent Directors of the Company need to be imparted with familiarisation programme.

The familiarisation programme aims at making the Independent Directors of the Company familiar with the business and operations of the Company through various structured familiarisation Programmes.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are put up on the website of the Company at given weblink REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

As required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, information relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees remuneration etc. is annexed as Annexure B to this Report.

The details of remuneration of top 10 employees of the Company as required to be disclosed under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Further, pursuant to second proviso to Section 136(1) of the Act, this Report is being sent to the members excluding the said Information.

Any member interested in obtaining a copy of the same may write to the Company Secretary & Compliance Officer at mmwl.corporate@gmail.com .

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations (including any statutory modification(s) or re- enactment(s) thereof for the time being in force) .

DISCLOSURE UNDER SECTION 197(14) OF THE COMPANIES ACT, 2013

The Whole-time Director cum Chief Financial Officer of your Company does not receive remuneration or commission from any of the subsidiaries of the Company.

REMUNERATION POLICY

Pursuant to provisions of Section 178 of the Act and the SEBI Listing Regulations, the Nomination & Remuneration Committee of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors including criteria for determining qualifications, positive attributes, and independence of a director, Key Managerial Personnel, Senior Management Personnel and other employees of your Company.

The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive and Non-Executive Directors and Senior Management Personnel of the Company.

The detailed Policy is available on the Companys website at given weblink and the salient aspects covered in the Remuneration Policy have been outlined in the Corporate Governance Report, which forms part of this Report. During the year under review, there was no change in the Remuneration Policy, except to the extent required to be aligned with the changes in the statutory provisions.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act read with relevant rules issued thereunder and the Master Circular issued by SEBI on November 11, 2024, Regulation 17(10) of the SEBI Listing Regulations the NRC have evaluated the effectiveness of the Board / committees / directors for the financial year 2024-25 Further, the Board of Directors has also evaluated the performance of Independent Directors as required under Regulation 17 of the SEBI Listing Regulations. The criteria applied in the evaluation process are detailed in the Corporate Governance Report which forms part of this Report.

BOARD AND COMMITTEE MEETINGS

Four meetings of the Board of Directors were held during the FY25.

The intervening gap between any two consecutive meetings of the Board was within the stipulated time frame prescribed under the Act and the SEBI Listing Regulations.

Details of meetings held and attendance of directors are mentioned in Corporate Governance Report, which forms part of this Annual Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements of Schedule IV to the Act and Regulation 25 of the SEBI Listing Regulations, a separate meeting of the Independent Directors was held on March 29, 2025 for FY25.

The meeting of the Independent Directors was attended by all the 03 (three) independent directors, namely, Mr. Aasheesh Verma, Mr. Sarvdeep Garg, and Ms. Mansi Gupta.

BOARD COMMITTEES

The provisions of the Act and the SEBI Listing Regulations, have prescribed and mandated forming of committees of the Board for efficient working and effective delegation of work and to ensure transparency in the practices of the Company. Accordingly, the committees formed by the Board are as follows:

A. Audit Committee:

Pursuant to Section 177 of the Act, the Board has formed an Audit Committee. The details of which have been disclosed in the Corporate Governance Report.

The Board of Directors of the Company had accepted all the recommendations of the Committee.

B. Nomination and Remuneration Committee:

The Company pursuant to Section 178(1) of the Act, has formed the Nomination & Remuneration Committee (NRC). The details are disclosed in the Corporate Governance Report.

C. Stakeholders Relationship Committee:

The Board has in accordance with the provisions of Section 178(5) of the Act, constituted Stakeholders Relationship Committee (SRC). The details of which have been disclosed in the Corporate Governance report.

D. Risk Management Committee:

Pursuant to the Regulation 21 of the SEBI Listing Regulations, the Board has framed a Risk Management Committee (RMC). The details of which have been disclosed in the Corporate Governance Report.

The details with respect to the composition, powers, roles, terms of reference, number of meetings etc. of the Committees held during the FY25 and attendance of the members at each committee meeting, are provided in the Corporate Governance Report which forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Act, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards and Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors had 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 at March 31, 2025 and of the profit of the Company for the financial year ended March 31, 2025; (c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the Directors had prepared the annual accounts on a going concern basis; (e) the Directors had laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and (f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS AND AUDITORS REPORT Statutory Auditors & their Report

M/s SGN & Co, Chartered Accountants (Firm Registration Number: 134565W) (" SGN ") were appointed as the statutory auditor of the Company for a term of five consecutive years at the 36 th Annual General Meeting of the Company for auditing accounts of the Company from the financial year 2021-22 to 2025-26.

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

Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

Secretarial Auditors & their Report

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended or re-enacted from time to time), your Company has appointed M/s MZ & Associates, Company Secretaries for conducting the Secretarial Audit of your Company for FY25.

The Secretarial Audit Report in prescribed form MR-3, issued by the Secretarial Auditor is annexed herewith as Annexure C to this Report. Further, as required under Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Report of nexG Devices Private Limited, material subsidiary of the Company is also annexed herewith as Annexure C-1 to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark for FY25.

Further, in terms of Regulation 24A of the SEBI Listing Regulations, with effect from April 01, 2025, the Company is required to appoint a practicing company secretary for not more than one term of five consecutive years or a firm of practicing company secretaries for not more than two terms of five consecutive years, as a secretarial auditor, with the approval of the members at its AGM and such secretarial auditor must be a peer reviewed company secretary and should not have incurred any of the disqualifications as specified under the SEBI Listing Regulations. Further, as per the said Regulation, any association of the individual or the firm as the secretarial auditors of the Company before March 31, 2025 shall not be considered for the purpose of calculating the tenure of the secretarial auditors. Taking into account the above requirements, the Board, on the recommendation of the Audit Committee, has approved the appointment of M/s MZ & Associates, Firm of Company Secretaries in Practice, (Firm Registration Number: P2014DE040000), who is peer-reviewed and holds a valid Peer Review Certificate issued by the Institute of Company Secretaries of India (ICSI), bearing Peer Review No. 6995/2025, as the Secretarial Auditor of the Company for a term of 05 (five) consecutive financial years, commencing from the financial year 2025-26 to the financial year 2029-30, subject the approval of the members at the ensuing AGM of the Company.

The Company has received a written consent from the secretarial auditor that the appointment, if approved, will be in accordance with the applicable provisions of the SEBI Listing Regulations, Act and rules framed thereunder. Further, the Secretarial Auditor has confirmed that they are not disqualified to be appointed as the secretarial auditor of the Company.

Cost Records and Cost Audit

The Company is not required to maintain cost accounts and records as specified by the Central Government under subsection (1) of Section 148 of the Act and the relevant rules made thereunder.

Further, the Requirement of Cost Audit as stipulated under the provisions of Section 148 of the Act, are not applicable for the business activities carried out by the Company.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025, in prescribed e-form MGT-7 in accordance with Section 92(3) of the Act, read with Section 134(3)(a) of the Act, is available on the Companys website at given weblink. Further, the Annual Return (i.e. e-form MGT-7) for the FY25 shall be filed by the Company with the Registrar of Companies, Mumbai, Maharashtra, within the stipulated period and the same can also be accessed thereafter on the Companys website at http://www.mmwlindia.com .

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and amendment to the SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions, which is also available on the Companys website at given weblink . The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All related party transactions and subsequent material modifications are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions on a quarterly basis for transactions which are of repetitive nature and/ or entered in the ordinary course of business and are at arms length.

All related party transactions are subjected to independent review by a reputable accounting firm to establish compliance with the requirements of related party transactions under the Act and the SEBI Listing Regulations.

All related party transactions entered during the year were on an ordinary course of the business and at arms length basis. No material related party transactions, as per the materiality threshold adopted by the Board of Directors, were entered during the year by your Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable.

The details of the related party transactions as required under Indian Accounting Standard (Ind AS) - 24 are set out in Note - 34 to the standalone financial statements forming part of thisAnnual Report.

There are no transactions with the person(s) or entities forming part of the promoter(s) / promoter(s) group, which individually hold 10% or more shareholding in the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, are as follows: Amounts outstanding as at March 31, 2025:

Particulars	(R in Lakh)
Loans given	NIL
Guarantees given	23,200
Investments made	15,088.27

Loans, Guarantees and Investments made during FY25:

Name of Entity	Relation	Amount ( R in Lakh)	Particulars of Loans, Guarantees and	Purpose for which the Loans, Guarantees and Investments are
nexG Devices Private Limited (nexG)	Subsidiary under Section 2(87) of the Act.	3,000.00	Investments incremental corporate guarantee	proposed to be utilized Corporate Guarantee in favour of Kotak Mahindra Bank Limited on behalf of nexG Devices Private Limited,a subsidiary of the Company, for carrying out and enhancing the operations and business activities.

As on March 31, 2025, Outstanding Corporate guarantee to nexG was 232 Crore.

For mote details, Please refer note No. 31 to standalone financial Statements for FY25 of the Company.

VIGIL MECHANISM/WHISTLE-BLOWER POLICY

The Board of Directors of the Company has formulated a Vigil Mechanism/ Whistle Blower Policy which is in compliance with the provisions of Section 177(9) & (10) of the Act and Regulation 22 of the SEBI Listing Regulations. The Company through this Policy envisages to encourage the directors and employees of the Company to report to the appropriate authorities any unethical behaviour, improper, illegal or questionable acts, deeds, actual or suspected frauds or violation of the Companys Code of Conduct for Directors and Senior Management Personnel.

During the FY25, no complaint was received, and no individual was denied access to the Audit Committee for reporting concerns, if any.

The Policy on Vigil Mechanism/ Whistle blower policy may be accessed on the Companys website at given weblink Brief details of establishment of Vigil Mechanism in the Company is also provided in the Corporate Governance Report which forms part of this Report.

SIGNIFICANT DEVELOPMENTS

There were no significant developments during the year under review.

DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and Exchange Board of India (SEBI) circular dated May 29, 2000.

The Company has established connectivity with both the Depositories viz. National Security Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31 st March, 2025, 99.99% of the Companys Share Capital is in dematerialized form.

The ISIN allotted to the equity shares of the Company is INE200D01020 .

LISTING

The equity shares of your Company are presently listed on the BSE Limited (BSE). The Companys shares are frequently traded on BSE. The Company has paid annual listing fee for FY26 to BSE.

COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118(10) of the Act, the Company has complied with the applicable provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

COMPLIANCE WITH PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

The compliance with the provisions relating to the Maternity BenefitAct, 1961 are not applicable.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Act, read with the Companies (Accounts) Rules, 2014 is as under:

Part A and Part B relating to conservation of energy and technology absorption are not applicable to the Company as your Company is not a manufacturing Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars	Financial Year Ended 31.03.2025	Financial Year Ended 31.03.2024
Foreign exchange earned in terms of actual inflows	NIL	NIL
Foreign exchange outgo in terms of actual outflows	NIL	NIL

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the FY25.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company does not fall in the ambit of limit in respect of Corporate Social Responsibility.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company as the Company is having less than 10 employees.

The Company did not receive any complaint of sexual harassment at workplace during the year under review.

GENERAL a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise. b) Your Company does not have any ESOP scheme for its employees/directors. c) The requirement to disclose 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, is not applicable during the year under review.

REPORTING PRINCIPLE

The Financial and Statutory Data presented in this Report is in line with the requirements of the Act (including the rules made thereunder), Indian Accounting Standards (Ind AS) and the Secretarial Standards (SS).

REPORTING PERIOD

The Financial Information is reported for the period April 01, 2024 to March 31, 2025. Some parts of the Non-Financial Information included in this Boards Report are provided as on the date of this Report.

CAUTIONARY STATEMENT

Statement in the Management Discussions and Analysis describing the Companys projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Companys operations include demand supply conditions, changes in government regulations, tax regimes and economic developments within the Country and abroad and such other factors.

ACKNOWLEDGEMENTS

The Directors of the Company are grateful to all the stakeholders including the customers, bankers, suppliers and employees of the Company for their co-operation and assistance.

For and on behalf of the Board

		Sandeep Jairath	Chhattar Kumar Goushal
		Whole-time Director	(Director)
Place : Gurugram		Cum Chief Financial Officer	(DIN : 01187644)
Date :	August 13, 2025	(DIN : 05300460)