Pelatro Ltd Directors Report

Directors report

Dear Members,

Your Directors have the pleasure of presenting the Thirteenth Annual Report together with the Audited Financial Statements of your Company for the financial Year ended March 31, 2025.

1. Financial Summary

The Companys financial performance for the financial year ended March 31, 2025:

				(Amount in INR - Lakhs)
Particulars	Year ended March 31, 2025 (consolidated)	Year ended March 31, 2024 (consolidated)	Year ended March 31, 2025 (Standalone)	Year ended March 31, 2024 (Standalone)
Revenue from Operations	8,576.87	5,499.22	6,149.79	5,880.82
Profit Before Tax	1,502.55	1.67	808.97	738.76
Less: Current Tax	454.09	239.69	378.15	239.69
Deferred Tax	(144.56)	(42.73)	(83.07)	(42.73)
Income Tax earlier years	3.67	0.34	3.67	0.34
Profit for the Year	1,189.35	(195.62)	510.22	541.46

2. BUSINESS PERFORMANCE

(a) consolidated financial reports

Your Company has achieved a consolidated total revenue of INR 8,576.87 lakhs during the financial year ended 31 March 2025 as against a total revenue of INR 5,499.22 lakhs in the corresponding previous financial year ended 31 March 2024. Consolidated profit before tax for the year stood at INR 1,502.55 lakhs compared to INR 1.67 lakhs for the previous corresponding year. The Profit after tax for the period stood at INR 1,189.35 lakhs as against a loss of INR 195.62 lakhs during the corresponding year.

3. RESERVE & SURPLUS

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended 31 March 2025.

4. CHANGE IN THE NATURE OF BUSINESS

The Company did not commence any new business nor discontinue/sell or dispose off any of its existing businesses and also did not hive off any segment or division during the financial year. Also, there has been no change in the nature of business carried on by the Companys subsidiary during the year under review.

5. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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 and up to the date of the report.

6. DIVIDEND

Your Directors have recommended a final dividend of Re. 1 (at the rate of 10 percent) per equity share out of the profits of the Company for the year ended on 31st March 2025, on the 1,04,06,663 fully paid up equity shares of the Company absorbing Rs.1,04,06,663 out of the profits, subject to members approval at the Annual General Meeting.

7. SHARE CAPITAL OF THE COMPANY

A. AUTHORIZED SHARE CAPITAL

The authorized share capital of the Company as on 31 March 2025 was INR 12,00,00,000 (Rupees Twelve Crore Only) divided into 1,20,00,000 (One crore twenty lakh) Equity Shares of INR.10/- (Rupees Ten only) each.

B. PAID-UP SHARE CAPITAL

The paid-up Equity share capital of the Company as on 31 March 2025 was INR10,40,66,630 (Rupees Ten Crore forty lakhs sixty six thousand six hundred thirty only) divided into 1,04,06,663 (One Crore four lakh six thousand six hundred sixty three) equity shares of INR10/- (Rupees Ten Only).

PREFERENTIAL ALLOTMENT

During the year, the Company issued and allotted 6,07,663 Equity shares at a premium of INR 122 on preferential basis on 25 April, 2024 having a face value of INR.10/- each fresh investors as well as to certain employees.

INITIAL PUBLIC OFFER ("IPO") AND LISTING OF EQUITY SHARES

During the year under review, the Company conducted its initial public offering (IPO) of

27.99.000 equity shares, each with a face value of INR.10/-, in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The shares were offered at a price of INR 200/- per share, including a premium of INR 190/- per share.

The IPO was open for subscription from 13 September, 2024, to 16 September, 2024. The shares were allotted to applicants on 20 September, 2024, at the offer price of INR.200/- per share. The Companys equity shares began trading on the SME Platform (EMERGE) of the National Stock Exchange of India Limited (NSE) from 24 September, 2024. Additionally, the Articles of Association have been updated to comply with the Listing Regulations and Stock Exchange requirements.

The Company, vide its Prospectus dated 20 September 2024 ("Prospectus") raised INR 5.598.00 lakhs from the initial public offer of its equity shares (the IPO).

Out of the proceeds of INR 5,598 lakhs raised from the IPO, INR 4,623 lakhs were utilized by the Company during the financial year 2024- 25 for the purposes outlined in the prospectus dated 20 September 2024.

8. CHANGE IN NAME OF THE COMPANY

The Companys name was changed from "PELATRO PRIVATE LIMITED" to PELATRO LIMITED" effective 29 May, 2024, following its conversion from a Private Limited Company to a Public Limited Company.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company as on 31 March, 2025 comprised of four (4) Directors out of which one (l) is Executive Director and one (l) is Non-Executive Director and two (2) are Independent Directors. The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with an appropriate combination of Executive, Non-Executive and Independent Directors.

The Directors and Key Managerial Personnel of the Company are summarized below:

SL No Name	Designation	DIN/PAN
1 Subash Menon	Chairman and Managing Director	00002486
2 Anuradha	Non-executive Director	07660540
3 Kalpathi Ratna Girish	Independent Director	07178890
4 Danda Venkateshwar Prasad	Independent Director	01280303
5 SharatGHegde	Chief Financial Officer	ADAPH9585N
	Company Secretary
6 KhushbooSharma	and Compliance Officer	BXPPS5400P

During the year, the following Directors & KMP were appointed to the Board

• Danda Venkateshwar Prasad was appointed as the Independent Director via Members resolution dated June 18, 2024.

• Kalpathi Ratna Girish was appointed as the Independent Director via Members resolution dated June 18, 2024.

• Sharat G Hegde was appointed as Chief Financial Officer via Board resolution dated May 22, 2024.

• Khushboo Sharma was appointed as Company Secretary and Compliance Officer via Board resolution dated April 25, 2025, appointment w.e.f May 01, 2025.

During the year, the following Directors resigned from their directorship

• Arun Kumar Krishna Reddy resigned via Board resolution dated June 18, 2024.

• Sudeesh Yezhuvath resigned via Board resolution dated June 18, 2024.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Subash Menon (DIN: 00002486) will retire by rotation at the Thirteenth Annual General Meeting and being eligible has offered himself for re-appointment. None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL (KMP)

In terms of the provisions of Sections 2(51) and 203 of the Companies Act, 2013 (the Act), the following are the KMPs of the Company:

• Subash Menon, Chairman & Managing Director.

• Sharat G Hegde, Chief Financial Officer

• Khushboo Sharma, Company Secretary & Compliance Officer.

10. DECLARATION BY INDEPENDENT DIRECTORS

Directors who are Independent, have submitted a declaration as required under Section 149(7) of the Act that each of them meets the criteria of Independence as provided in Sub Section (6) of Section 149 of the Act and under Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and there has been no change in the circumstances which may affect their status as independent Director during the year. In the opinion of the Board, the Independent Directors possess an appropriate balance of skills, experience and knowledge, as required.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA).

11. DETAILS OF MEETINGS OF BOARD OF DIRECTORS

A. BOARD OF DIRECTORS

During the financial year 2024-25, 21 (Twenty-one) meetings of the Board of Directors were held and the details of meetings attended by the Directors are as follows:

SL No	Date of Meeting
1	April 08, 2024
2	April 17, 2024
3	April 25, 2024
4	May 01, 2024
5	May 13, 2024
6	May 22,2024
7	June 10, 2024
8	June 12, 2024
9	June 18, 2024
10	June 26, 2024
11	July 23, 2024
12	Sep 05, 2024
13	Sep 09, 2024
14	Sep 13, 2024
15	Sep 20, 2024
16	Oct 04, 2024
17	Nov 04, 2024
18	Nov 15, 2024
19	Dec 17, 2024
20	Dec 26, 2024
21	Feb 17, 2025

The details of meetings attended by the Directors are as follows:

SL No	Name of Director	No. of Meetings entitled to attend	No. of meetings attended
1	Arun Kumar Krishna Reddy	09	09
2	Sudeesh Yezhuvath	09	09
3	Subash Menon	21	20
4	Danda Venkateshwar Prasad	13	10
5	Kalpathi Ratna Girish	13	07
6	Anuradha	21	19

B. Audit Committee of Board of Directors

As a measure of good Corporate Governance and to provide assistance to the Board of Directors in overseeing the Boards responsibilities, an Audit Committee was formed as a sub-committee of the Board. The Committee is in line with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The terms of reference of the Audit Committee covers all matters specified in Part C of Schedule II of Regulation 18 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also those specified in Section 177 of the Companies Act, 2013.

During year under review four (4) Audit Committee meetings were held dated

1. June 26, 2024

2. Oct 22, 2024

3. Nov 11, 2024.

4. Dec 26, 2024.

The composition, and attendance of the members for the Audit Committee Meetings held during the year are as follows:

SL No	Name of Director	No. of Meetings entitled to attend	No. of meetings attended
1	Kalpathi Ratna Girish	4	4
2	Danda Venkateshwar Prasad	4	4
3	Subash Menon	4	4

C. Nomination and Remuneration Committee

In compliance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013, the Board has constituted the "Nomination and Remuneration Committee".

The composition of the Nomination & Remuneration Committee is given below:

SL No	Name of Member
1	Kalpathi Ratna Girish
2	Danda Venkateshwar Prasad
3	Anuradha

However being listed on the SME Board, it was not mandatory to hold at least one meeting during the Financial year ended 31.03.2025. The Company is in compliance with Reg. 15(2)(b) of the SEBI (LODR) regulations 2015. As good corporate governance practice the Company has in place the committee constituted and shall hold meetings as and when the need arises in upcoming years.

D. Stakeholders Relationship Committee

In compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has constituted the "Stakeholders Relationship Committee"

The Stakeholders Relationship Committee has been formed for the effective redressal of the investors complaints and reporting of the same to the Board periodically.

The composition of the Nomination & Remuneration Committee is given below:

SL No	Name of Member
1	Kalpathi Ratna Girish
2	Danda Venkateshwar Prasad
3	Anuradha

However being listed on the SME Board, it was not mandatory to hold at least one meeting during the Financial year ended 31.03.2025. The Company is in compliance with Reg. 15(2)(b) of the SEBl (LODR) regulations 2015. As good corporate governance practice the Company has in place the committee constituted and shall hold meetings as and when the need arose in upcoming years.

E. Corporate Social Responsibility Committee

In compliance with the provisions of Section 135 of the Companies Act, 2013, the Board of Directors is managing the CSR spend as the same has not exceeded the threshold limit of INR 50 lakhs. The Company is in compliance with Sec.135(9) of the Companies Act, 2013.

12. EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 read with Part D of Schedule II to the Listing Regulations, the Management carried out proper evaluation of the Independent Directors prior to their appointment, on the basis of contribution towards development of the Business and various other criteria like experience and expertise, performance of specific duties and obligations etc.

The Company being an SME Listed Entity has two Independent Directors on Board, one Executive Director and one Non-executive Director. Therefore, there is no requirement to hold a separate Independent Directors meeting or a separate Executive Directors meeting in compliance with Regulation 15(2)(b) of SEBI (LODR) Regulations 2015.

VIGIL MECHANISM

Your Company has formulated and published a Whistle Blower Policy to provide a mechanism ("Vigil Mechanism") for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of Section 177 (9) of the Act. The Whistle Blower Policy (Vigil Mechanism) is uploaded on the Company web link: https://www.pelatro.com/corporate-policies-and-disclosures/

13. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

Your Company has formulated and published The Nomination & Remuneration Policy for Directors, Key Managerial Personnel and Senior Management. The provisions of this policy are in line with the provisions of Section 178(1) of the Act. The Policy is uploaded on the website of the company. The web link is https://www.pelatro.com/corporate-polides-and- disclosures/

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134, Sub-section 3(c) and Sub-section 5 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state and confirm 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) Such Accounting Policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent to give a true and fair view of the Companys state of affairs as on 31 March, 2025 and of the Companys profit or loss for the year ended on that date;

(c) Proper and sufficient care has been taken for the 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;

(d) The annual Financial Statements have been prepared on a Going Concern Basis.

(e) Internal financial controls have been laid down to be followed by the Company and that such internal financial controls were adequate and operating effectively.

(f) Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal auditors for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditors report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and operate as intended. During the year, no reportable material weakness was observed.

16. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

As on 31 March, 2025, your Company had one wholly owned subsidiary, no Joint venture and no Associate company. AOC-1 is attached as Annexure A forming part of this Report. Your company has consolidated the accounts for current as well as previous years financial statements.

17. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations in the future.

18. EXTRACT OF ANNUAL RETURN

The Annual return referred to in Sub Section (3) of Section 92 of the Companies Act, 2013, for the financial year ended 31.03.2025 will be placed on the website of the company at https://www.pelatro.com/financial-reports/

19. AUDITORS AND AUDITORS REPORT

(A) STATUTORY AUDITOR

M/s. P. CHANDRASEKAR LLP, Chartered Accountants, Bangalore (Firm Registration No. 000580S /S200066), were appointed as the statutory auditors of the company to fill the casual vacancy caused by the resignation of previous Statutory Auditor, Gnanoba & Bhat, Chartered Accountants, for the financial year beginning from April 1, 2024 to March 31, 2025 and to hold office up to the conclusion of the Annual General Meeting to be held for the financial year 2024-2025 at a remuneration as mutually agreed upon by the Board of Directors and approved by the shareholders.

(B) SECRETARIAL AUDITOR

Pursuant to Section 204(1) of the Companies Act, 2013 the Company is required to obtain Secretarial Audit Report and annex the same to the Boards Report. Accordingly, the Board, at its meeting held on December 26, 2024, appointed M/s. Zeeshan Yusuf and Associates, Company Secretaries to conduct the Secretarial audit of the Company for FY 2024- 25.

AUDITORS REPORT AND SECRETERIAL AUDITORS REPORT

Auditors Report

The Auditors Report for the Financial Year ended 31 March 2025 does not contain any qualification, reservation or adverse remark. The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark, or disclaimer. No fraud has been reported by the Auditor under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Boards Report.

As required by Listing Regulations, the Auditors Certificate on Corporate Governance is enclosed and forms a part of this report. The auditors certificate for Financial Year ending on 31 March, 2025 does not contain any qualification, reservation or adverse remark.

Secretarial Auditors Report

The Secretarial Audit Report is annexed as Annexure B and forms an integral part of this Report. The Secretarial Auditors have not expressed any qualifications in their Secretarial Audit Report for the year under review. Pursuant to Regulation 24A of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMDl/27/2019 dated 08 February 2019, the Annual Secretarial Audit Report forms part of this Report and is uploaded on the website of the Company.

20. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Annual Report on CSR activities as required to be given under the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014 has been provided in Annexure-IV. The Company has adopted its Corporate Social Responsibility Policy ("the CSR Policy") in line with the provisions of the Act. The CSR Policy deals with objectives, scope/areas of CSR activities, implementation and monitoring of CSR activities, CSR budget, reporting, disclosures etc. The policy on Corporate Social Responsibility is uploaded on the website of the Company.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: SECTION 186

During the financial year, the Company has not given any loan or guarantee or provided security in connection with a loan to any other body corporate or acquired any shares by way of subscription, purchase of securities of another body corporate which would fall under the purview of Section 186 of the Companies Act, 2013.

22. PUBLIC DEPOSIT

The Company has neither accepted nor renewed any deposits during the year. However,

Loan from Directors/Relative of Directors outstanding during the year are as follows:

Name of Director	Loan taken during the year	Loan remaining at the end of the year
Sudeesh Yezhuvath	0	2,10,00,000

23. RISK MANAGEMENT POLICY

The Board of Directors of the Company have framed a Risk Assessment and Management Policy and are responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee exercises additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

24. RELATED PARTIES TRANSACTIONS

All Related Party Transactions (RPT) that were entered into during the financial year were on an arms length basis and in the ordinary course of business. The disclosure of material RPT is required to be made under Section 134(3)(h) read with Section 188(2) of the Companies Act, 2013 in Form AOC 2 is attached as Annexure D forming part of this Report.

The details of the material RPT, entered into during the year by the Company as approved by the Board, is given as Annexure to this Report. Your Directors draw your attention to Notes to the Standalone and Consolidated financial statements, which set out related party disclosures.

25. INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and in view of recent amendments to the SEBI (Prohibition of Insider Trading) 2015 by SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Policy on Determination of Legitimate purpose and the Policy on inquiry in case of leak or suspected leak of UPSI are adopted by the Company and are made available on the Website of the Company.

Weblink: https://www.pelatro.com/corporate-policies/

26. MANAGEMENTS DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report as well.

27. CORPORATE GOVERNANCE REPORT

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, corporate governance provisions are not mandatory for the Company, as it is listed as a Small and Medium-sized Enterprise (SME)."

28. GENERAL SHAREHOLDER INFORMATION

A	AGM: Day, Date, Time and Venue	Friday July 11, 2025, at 11:00 A.M through V.C
B	Financial Year	2024-25
C	Cut-off date for the purpose of determining shareholders for voting	July 04, 2025
D	Listing on Stock Exchanges	NSE-Emerge
E	Scrip Code	PELATRO
F	ISIN	INE0VG601013
G	Payment of Listing Fees	The Company confirms that it has paid Annual Listing fees due to the stock exchange for the financial year 20242025
H	Market Price Data (High, Low during each month in last Financial year 2024-25)	*Refer Table below
I	Registrar and share transfer agents	Bigshare Services Private Limited

*MARKET PRICE DATA

Month	Low	High
September 2024	266.15	311.00
October 2024	263.00	326.95
November 2024	301.50	452.00
December 2024	321.00	559.90
January 2025	353.40	519.00
February 2025	313.50	370.00
March 2025	283.20	358.00

DISTRIBUTION OF SHAREHOLDING AS ON 31 MARCH 2025

Share Nominal Value	% of Total numbers	Shareholding Amount	% to Total Amount
Upto 5000	0.1130	1,090	0.0010
Upto 5001 to 10,000	56.2712	29,97,800	2.8807
10001 To 20,000	18.1921	22,14,230	2.1277
20001 To 30,000	6.1017	14,34,000	1.3780
30001 To 40,000	1.8079	5,80,850	0.5582
40001 To 50,000	3.2768	13,69,290	1.3158
50001 To 1,00,000	5.0847	33,08,090	3.1788
1,00,000 and Above	9.1525	9,21,61,280	88.5599
Total	100	10,40,66,630	100

PATTERN OF SHAREHOLDING AS ON 31 MARCH, 2025

SL No	Category	Shareholders	No of shares held	Percentage of holding
1	Promoter and promoter group	3	55,76,625	53.59
2	Institutions Domestic	3	1,24,800	1.20
3	Institutions Foreign	5	4,19,400	4.03
4	Directors and their relatives	1	38,500	0.37
5	KMP	2	21,333	0.20
6	Individual shareholders holding nominal shares Capital upto 2 lakhs	717	14,11,098	13.56
7	Individual Shareholders holding nominal Shares Capital in excess of 2 Lakhs	27	21,91,632	21.06
8	NRI	7	4200	0.04
9	Bodies corporate	29	4,07,775	3.92
10	Any other	67	2,11,300	2.03
	Total	861	1,04,06,663	100

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

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complaints during the year 2024-25.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNING AND OUTGO

a. Conversation of Energy

During the year the Company had strict control on wasteful electrical consumption. Lights and power were switched off wherever not necessary.

b. Technology Absorption

Efforts, in brief, made towards technology absorption during the year under review: NIL Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.: Not Applicable In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished : Not Applicable

c. Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings : Rs. 48,79,02,633

Foreign Exchange Outgo : Rs. 3,36,54,407

31. PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees is attached as Annexure E forming part of this Report.

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in the Annexure forming part of this Report. In terms of the proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid.

32. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven year Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

33. COMPLIANCE WITH SECRETARIAL STANDARDS

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

34. DISCLOSERS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

35. 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 THERE OF

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

36. ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere appreciation for excellent support received from the Banks and financial institutions during the financial year under review. Your Directors also express their warm appreciation to all employees for their contribution to your Companys performance and for their superior levels of competence, dedication and commitment to the growth of the Company. The Directors are also grateful to you, the Shareholders, for the confidence you continue to repose in the Company.

Date: 17.06.2025

Place: Bangalore

Subash Menon

Chairman & Managing Director

DIN : 00002486.