Prime Industries Ltd Directors Report

The summary of financial results of the Company for the period ended 31^st March, 2025 is as under:

There was no change in nature of business during the financial year under review.

Our strategy is to be focused on managing the business of the Company and further strengthening the business model of the Company.

During the year under review, your Company has registered gross operating & other income of Rs. 34.10 Millions as compared to Rs. 155.04 Millions in previous year. The Company earned a net profit of Rs. 14.73 Millions, against a net profit of Rs. 108.42 Millions in the previous year.

The board recommends retaining the earnings in the Company; hence, the Board has not recommended any dividend on the equity share capital of the Company.

No amount is being transferred to reserve & surplus in the current year.

The Management Discussion and Analysis Report for the year under review as required under Regulation 34 of SEBI (LODR) Regulations, 2015 is given as a separate statement forming part of the Annual Report as Annexure-A.

Following are the material changes and commitments which are affecting the financial position of the Company that have occurred between the end of the financial year to which the Financial Statements relate and the date of the Report:

A. STRATEGIC INVESTMENT IN “LINGA AGRI TRADING AND MACHINERY PRIVATE LIMITED”:

The Board of Directors of the Company in its Board Meeting held on 01.05.2025 has considered and approved the acquisition of 80,001 equity stake equivalent to 50.001% of the paid up equity share capital of “LINGA AGRI TRADING AND MACHINERY PRIVATE LIMITED”, to which respect share purchase agreements were executed and signed for effecting such transfer of shares.

Thereafter, the Board of Directors of “LINGA AGRI TRADING AND MACHINERY PRIVATE LIMITED” in its meeting held on 07.07.2025 has considered and approved such transfers of shares, to which effect “LINGA AGRI TRADING

AND MACHINERY PRIVATE LIMITED” become the subsidiary of “PRIME INDUSTRIES LIMITED.

Following the above mentioned acquisition of a controlling stake in Linga Agri Trading & Machinery Pvt Ltd (50.001% shares), the company has added a diversified portfolio of businesses under its subsidiary. Key highlights of Linga Agris operations include:

Waste Management Solutions: o Supplies Micro Composting Centers (MCC), Material Recovery Facilities (MRF), and Bio-mining services to municipalities and corporates. o Active projects in Odisha, Tamil Nadu, Hyderabad, and other regions.

Food Processing Machinery: o Supplying machinery for coconut processing, millet and vegetable processing, dairy processing, and animal feed production. o Clients include Tamil Nadu Agricultural University, Tamil Nadu Agricultural Marketing Board, and Crescent Incubation Centre.

Agricultural Equipment: o Manufacture of coir fiber extraction machines, dehusking machines, pruning machines, and chaff cutters. o Orders received for large-scale coir processing units from clients like Aswini Multi Agro Industries and RK Coir.

Defense Projects: o Active defense fabrication projects with BEML worth Rs. 32.76 Crores, related to mobile missile launcher manufacturing, expected delivery by March 2026.

Order Book & Pipeline: o Orders in hand worth Rs. 100 Crores to be executed by FY 2025-26. o Participation in tenders worth Rs. 500 Crores, with expectations of securing at least Rs. 200 Crores in new orders by Q2 FY 25-26.

Infrastructure: o Three manufacturing units in Coimbatore with a combined floor area of over 26,500 sq. ft.

This strategic acquisition is aligned with the companys vision of expanding into diversified sectors such as agri-machinery, defense engineering, waste management, and food processing. It complements Prime Industries growth strategy in the capital goods and industrial solutions segments.

B. DEMAND OF REFUND OF RS. 12.50 CR. FROM KAY BOUVET ENGINEERING LIMITED (KBEL) AS PER MOU:

As per MOU dated 01.06.2023, the Company has deposited Rs. 12.50 crore into no-lien account of KBEL, which represents the 10% of One Time Settlement (OTS) amount proposed by KBEL to the lenders i.e. Rs. 125 crore.

Due to absence of approval of the OTS proposal, lenders have initiated CIRP proceedings before NCLT, Mumbai against KBEL, in response to such developments and in accordance with MOU dated 01.06.2023, the Company has requested for the refund of Rs. 12.50 crore as mentioned above. The Company has mentioned Rs. 12.50 crore as Short term loan and advances in the note no. 09 of the financial statement of the Company for the financial year ended 31^st March, 2025.

and companys operations in future

During the year under review no significant and material orders have been passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.

10. Listing/Delisting with Stock Exchanges and Depository Services

Your Companys equity shares are listed on The BSE Limited and the Annual Listing Fees for the year 2025-26 has already been paid to it. Further, the Companys Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As a result, the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company is also listed on the Calcutta Stock Exchange (CSE) and it had applied to the Calcutta Stock Exchange Limited for delisting and the said application is still pending. Company is not filing any documents/information to Calcutta Stock Exchange Limited.

During the year under review, the Company has filed an Listing Application with BSE Ltd. for the Listing of 53,50,000 equity shares allotted pursuant to conversion of 53,50,000 warrants thereafter the BSE after the verification of the Application along with documents submitted approved the Listing Application and issued an Listing Approval Letter.

The Company has further applied the trading Approval for the same no. of equity shares with BSE to which respect, the BSE has issued a Trading Approval letter for mandating the trading of such equity shares.

11.Adequacy of Internal Control

The Company has adequate system of internal controls commensuration with the size of its operation and business, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and to ensure that all the business transactions are authorized, recorded and reported correctly and adequately.

The Company has appointed Internal Auditors and the scope and authority of the Internal Audit (IA) function is already defined to the Auditors. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. Based on the report of internal audit and process the company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon, if any, are presented to the Audit Committee of the Board.

The Company works in a dynamic business environment and adopts the appropriate internal financial controls, to establish reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with the generally accepted accounting principles. It includes inducting and maintaining such business policies and procedures as may be required to successfully conduct the business of the company and maintain such records as to correctly record the business transaction, assets and liabilities of the company in such a way that they help in prevention & detection of frauds & errors and timely completion of the financial statements.

12. Subsidiary/Joint Ventures/Associate Companies.

The Company did not have any Subsidiary, Joint Venture or Associate Company during the year under review.

13. Regulatory & Statutory Compliances

A crucial element in business and corporate management is compliance of applicable statutory provisions and adherence of a business to regulations and laws. Keeping that in view the Company has complied with all the guidelines, circular, notification and directions issued by MCA, SEBI, BSE, Income Tax Department etc. from time to time. The Company also places before the Board of Directors at regular intervals all such circulars and notifications to keep the Board informed and report on actions initiated on the same. The Company also complies with the provisions of the Companies Act, 2013 including the Secretarial Standards issued by ICSI, SEBI LODR Regulations, Income Tax Act 1961, and all other applicable statutory requirements.

14. Deposits.

The Company has not accepted any public deposits pursuant to the provisions of Section 73 to 76 of the Companies Act, 2013 and the rules made there under and as such, no amount on account of principal or interest on Pubic Deposits was outstanding on the date of the Balance Sheet.

15. Auditors.

(a) Statutory Auditors

Based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at the 32^nd Annual General Meeting held on 30^th September 2024, appointed M/s. Bhushan Aggarwal & Co., Chartered Accountants (ICAI Firm Registration No. 005362N) as the Statutory Auditors for a term of 5 (five) years commencing from the conclusion of the 32^nd Annual General Meeting until the conclusion of the Annual General Meeting to be held for the financial year 2028-2029. During the year, the Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Bhushan Aggarwal & Co., Chartered Accountants, Statutory Auditors, in their report and the Auditors report were self-explanatory.

(b) Secretarial Auditors and Secretarial Audit Report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Directors had appointed M/s. Pooja M Kohli & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of your Company for the year ended 31^st March 2025.

The Secretarial Auditors have issued audit report for the year ended 31^st March 2025. The comments made by the Secretarial Auditors are self-explanatory. Their report is annexed herewith as Annexure to this Report.

There were no qualifications, reservations or adverse remarks or disclaimers made by M/s. Pooja M Kohli & Associates, Company Secretary in whole time practice, Secretarial Auditors, in their report and the Secretarial Report were self-explanatory.

Further, as per the amended Regulation 24A of SEBI (LODR), Regulations, 2015, the Company is required to appoint a Secretarial Auditor who shall be a Peer Reviewed Company Secretary firm. Accordingly, your Board recommends the appointment of M/s. Pooja M Kohli & Associates, Company Secretaries as the Secretarial Auditors of the Company for a term of Five (5) consecutive years from F.Y. 2025-26 to F.Y. 2029-30 at a remuneration as may be approved by the Board of Directors from time to time in consultation with the Secretarial Auditor of the Company, subject to the approval of the shareholders in ensuing Annual General Meeting for the FY 2024-2025.

(c) Internal Auditors.

The Board of Directors of the Company has appointed M/s S. Jain & Co., Chartered Accountant (FRN: 009593N) as Internal Auditors to conduct Internal Audit of the Company for the Financial Year ended March 31, 2025.

The Board of the Company has further approved the re-appointment of M/s S. Jain & Co., Chartered Accountant (FRN: 009593N) for the financial year 2025-26.

(d) Cost Auditors and Maintaince of cost records

In terms of provision of Section 148 read with Rule 3 & 4 of Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain its cost records and undertake its audit.

Bhushan Aggarwal & Co., Chartered Accountants, Statutory Auditors of the Company, have audited the accounts of the Company for the year 2024-25 and their Report is annexed. Pursuant to Section 143(3)(i) of the Companies Act, 2013, the Statutory Auditors have also reported on the adequacy and operating effectiveness of the internal financial controls system over financial reporting, which has been enclosed as ‘Annexure to Independent Auditors Report.

There are no qualifications, reservations or adverse remarks made in the Auditors Report.

17. Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees.

18. Extract of the annual return.

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is uploaded on the website of the Company and it can be accessed at https://www.primeindustrieslimited.com/investors.html

19. Conservation of energy, technology absorption and foreign exchange earnings and outgo.

Information with respect to Conservation of energy, technology, absorption, foreign exchange earnings and outgo pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable because there are no manufacturing activities in the Company.

Details of KMP and changes as below:

Managing Director: - Mr. Rajinder Kumar Singhania is the Managing Director of the Company. Chief Financial Officer: - Mr. Rajesh Kumar Kakar is the Chief Financial Officer of the Company.

Company Secretary and Compliance Officer: - Mr. Mohit Verma (ACS 67765) is the Company Secretary and Compliance Officer of the Company.

(a) Statement on Declaration by Independent Directors.

The Company has received declaration from each independent director under Section 149(7) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), that they meet the criteria of independence laid down in the Companies Act, 2013 and Listing Regulations. In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the Declarations received by the Company under Section 149(7) of the Companies Act, 2013 the following Non-Executive Directors are identified as Independent Directors of the Company as on 31.03.2025. i) Dr. Rajiv Kalra ii) Mr. Deepak Chauhan iii) Mrs. Ritu Sarin

(b) Appointment / Re-appointment / Resignation / Cessation of Directors.

In order to ensure compliance with Section 152(6) of the Act, the Board has considered that:

Mr. Harjeet Singh Arora (DIN: 00063176), Non-Executive and Non-Independent Director of the Company, shall retire at the ensuing AGM and being eligible offers himself for re-appointment, for ensuring compliance with Section 152(6) of Act. Relevant details, including brief profile of the Director seeking appointments at the ensuing Annual General Meeting, have been furnished in the Notice of the Annual General Meeting.

During the year under review, one of the Independent Director of the Company i.e. Mr. Ashwani Kumar (DIN: 00030307) has completed his second term of five years on 30^th September, 2024, so as per section 149 (11) of the Companies Act, 2013, no independent director shall hold office for more than two consecutive terms, therefore, Mr. Ashwani Kumar (DIN: 00030307) ceased to be independent Director w.e.f. 30^th September, 2024.

The Company hereby extending thanks to Mr. Ashwani Kumar, for being with the Company as an Integral Part for such a long time.

(c) Remuneration to Directors/Employees and related analysis.

During the year under review, no employee of the Company received salary in excess of the limits as prescribed under the Act. Accordingly, no particulars of employees are being given pursuant to Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The details pertaining to the ratio of the remuneration of each director to the median employees remuneration and other prescribed details as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith and forms part of the Directors Report.

21. Number of meetings of the Board of Directors and General Meetings.

The board meetings were convened by giving appropriate notice. The Board meets at least once a quarter to review the results and other items on the agenda, once a year for the Annual General Meeting. When necessary, additional meetings were held. Regular meetings of the Board were held to discuss and decide on various business policies, strategies and other businesses. The Board met Nine (9) times during the FY 2024-25 viz. on 14.05.2024, 30.05.2024, 27.06.2024, 14.08.2024, 29.08.2024, 11.09.2024, 13.11.2024, 01.01.2025 and 13.02.2025. Annual General Meeting for financial year 2023-24 was held on 30^th September, 2024 and one special resolution was passed through postal ballot on 30^th July, 2024.

22. Committees of Board of Directors of the Company.

The Company has 3 (three) Committees which have been established in compliance with the requirements of the relevant provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Company has formed following Committees of the Board:

Audit Committee.

To ensure the composition & independence of the Committee as per the Companies Act, 2013, the Audit Committees composition and terms of reference are in compliance with provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. As on 31.03.2025, the Audit Committee is comprised of three Non- Executive Independent Directors viz. Mr. Rajiv Kalra as Chairman, Mrs. Ritu Sarin and Mr. Deepak Chauhan as members of the Audit Committee. All the Members of Audit Committee are financially literate and have accounting knowledge to interpret and understand the financial statements.

Mr. Mohit Verma, Company Secretary and Compliance officer of the Company acts as a Secretary to the Audit Committee. The Audit Committee meetings were held at the Registered Office of the Company and the representatives of Statutory Auditors, Internal Auditor, CFO, executives from finance & secretarial departments and Managing Director and other departmental heads may attend the meeting whenever required. The Company Secretary of the Company acts as the secretary of the Committee. During the year Audit Committee members, met five (5) times on

30.05.2024, 14.08.2024, 29.08.2024, 13.11.2024 and 13.02.2025. Nomination and Remuneration Committee.

Committee is constituted in line with the provisions of Regulation 19 of SEBI Listing Regulations, read with Section 178 of the Act., The Nomination and Remuneration Committee comprises of Mr. Rajiv Kalra (Chairman), Mr. Deepak Chauhan and Mr. Harjeet Singh Arora, as on 31.03.2025.

Policy on Remuneration of Directors, Key Managerial Personnel & senior employees is annexed herewith and forms the part of Board Report. Policy is also available on the website of the Company and can be accessed at https://www.primeindustrieslimited.com/nomination%20&%20remuneration%20PIL.pdf During the year Nomination and Remuneration committee members, met One (1) time on 29.08.2024.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted in line with the provisions of Regulation 20 of SEBI Listing Regulations read with section 178 of the Act. The Stakeholders Relationship Committee of Board (SRC) comprises Mr. Harjeet Singh Arora (Chairman), Mr. Deepak Chauhan (Member) and Mr. Rajiv Kalra (Member), as on 31.03.2025. SRC monitors Redressal of complaints received from shareholders/ investors with respect to transfer of shares, non-receipt of dividend, non-receipt of Annual Reports, interest payment on Bonds, etc.

During the FY 2024-25, no complaints were received. There was no complaint outstanding as on 31^st March, 2025. Also, no instruments of transfer were pending as on 31^st March, 2025. The Company Secretary is the Compliance Officer of the Committee. The Committee meets as and when required, to deal with the investor related matters etc. One stakeholders relationship committee meeting was held during the year on 13.02.2025.

23. Share Capital.

The paid-up Equity Share Capital as on March 31, 2025 was Rs. 10.50 crores. During the financial year under review, the Company has allotted 53,50,000 equity shares pursuant to conversion of 53,50,000 warrants, details of which are mentioned herein below. The Company has not issued any shares with differential voting rights for the period ended 31.03.2025. During the financial year under review 2024-25, following changes/updates related to share capital has been undertaken:

A. ALLOTMENT OF 53,50,000 EQUITY SHARES PURSUANT TO CONVERSION OF 53,50,000 WARRANTS AND

RECEIPT OF EXERCISE PRICE:

Pursuant to the approval of the Board of Directors at its meeting held on January 1, 2025, it was considered and approved to allot 53,50,000 (Fifty Three Lac Fifty Thousand only) Equity Shares of face value of Rs. 5/- (Rupees Five only) each upon conversion of 53,50,000 (Fifty Three Lakhs Fifty Thousand only) warrants at an issue price of Rs. 13/- (Rupees Thirteen only) each, including premium of Rs. 8/- each (as determined in accordance with the pricing guidelines prescribed under Chapter V of the SEBI ICDR Regulations) (the “Issue Price”), under Preferential Allotment, belonging to the Promoter and non-promoter category.

Further the Company has received the Listing Approval and Trading Approval from BSE Ltd. for such allotted equity shares.

24. Vigil Mechanism / Whistle Blower Policy.

The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns in compliance with provision of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015.

The Audit Committee of the Board oversees the functioning of this policy. Protected disclosures can be made by a whistle blower through several channels to report actual or suspected frauds and violation of Companys Code of Conduct and/or Ethics Policy.

A copy of the Vigil Mechanism/Whistle Blower as approved by the board may be accessed at https://www.primeindustrieslimited.com/PIL%20WHISTLE%20BLOWER.pdf

25. BOARD EFFECTIVENESS

Familiarization Programme for Independent Directors

Further the Company imparts Familiarization Programmes for new Independent Directors inducted on the Board of the Company. The Familiarization Programme of the Company provides information relating to the Company. The programme also intends to improve awareness of the Independent Directors on their roles, rights, responsibilities towards the Company. Further, the Familiarization Programme also provides information relating to the financial performance of the Company and budget, control process of the Company. The Managing Director or such other authorized officer(s) of the Company shall lead the Familiarization Programme on aspects relating to business / industry. The Chief Financial Officer or such other authorized officer(s) of the Company may participate in the programme for providing inputs on financial performance of the Company and budget, control process, etc. The familiarization program and other disclosures as specified under the Listing Regulations is available on the Companys website at: https://www.primeindustrieslimited.com/pil-familarisation-programme-for-independent-directors.pdf.

Evaluation of the Boards Performance

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings & Strategic perspectives or inputs regarding future growth of company, etc. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.

26. Particulars of loans, guarantees or investments under Section 186.

During the financial year ended 31^st March, 2025 under review, the Company has neither granted loan/s (secured or unsecured), provided guarantees or securities in connection with any loan/s availed by others nor made any investments pursuant to the provisions of Section 186 the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) exceeding the limits as approved by the shareholders of the Company. Please refer note no. 9 of the Financial Statement of the Company.

27. Particulars of contracts or arrangements with related parties.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on dealing with materiality of related party transactions as approved by the Board may be accessed on the Companys website at the link: https://www.primeindustrieslimited.com/pil-policy-on-dealing-with-rpt.pdf

28. Insider Trading Regulations.

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The details of the Insider Trading Policy have posted on the website of the Company at following link: (Link: https://www.primeindustrieslimited.com/Code%20of%20Fair%20disclosure%20PIL%20Insider%20Trading%20Regul ation%20SEBI%202015.pdf).

The Code requires Trading Plan, pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. However, there were no such instances in the Company during the year 2024-25.

Further the Company is regularly capturing the unpublished price sensitive information in the SDD software maintained by the Company.

29. Nomination and Remuneration Policy.

The Companys Nomination and Remuneration Policy formulated by the Nomination and Remuneration Committee deals with the appointment and remuneration of Directors and KMPs of the Company. The policy also covers the criteria for determining qualifications, positive attributes, independence of a Director and KMP. In terms of Section 134(3) (e) of Companies Act, 2013 the Nomination and Remuneration Policy of the Company is annexed herewith and forms part of this Annual Report. Nomination and Remuneration Policy also published by the Company on its website : https://www.primeindustrieslimited.com/nomination%20&%20remuneration%20PIL.pdf

Risk Management.

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network. Head of Departments shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee. The Company has not made Risk Management Committee, but the Board of Directors and Audit Committee is looking after the Risk Management of the Company.

Risk Management Policy is also published by the Company on its website: https://www.primeindustrieslimited.com/Risk%20management%20policy%20-%20PIL.pdf

30. Human Resources Development.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. The Company thrust is on the promotion of talent internally through job rotation and job enlargement.

31. Report on Corporate Governance.

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Corporate Governance report of the Company as per Part C of the Schedule V of the SEBI (LODR) Reg. 2015 being part of this report is attached along with this report.

32. Corporate Social Responsibility.

The provisions of Section 135 of Companies Act, 2013 are not applicable on the Company.

33. Prevention of Sexual Harassment at Workplace.

To prevent sexual harassment of women at work place, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9^th December, 2013 as amended from time to time. The Company has zero tolerance for sexual harassment at workplace in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under for prevention and redressal of complaints of sexual harassment at workplace.

The details of the complaints received and resolved during the financial year 2024-25 are as follows:

34. Directors Responsibility Statement.

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 with respect to Directors Responsibility Statement, the Directors hereby confirm that: (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (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 at the end of the financial year and of the profit and loss of the company for that period; (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, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

35. A statement by the Company with respect to the compliance of provisions relating to the Maternity Benefits Act, 1961

There was no occasion during the financial year under review, to make available any such rights to any women employee of the Company.

Further, The Company remains committed to providing a safe, supportive, and inclusive work environment.

36. Managing Director (MD) and Chief Financial Officer (CFO) Certificate.

In terms of the Listing Regulations, the certificate, as prescribed in Part B of Schedule II of t he said Regulations, has been obtained from the Chief Financial Officer and Managing Director of the Company, for the financial year 2024-25 with regard to the financial statements and other matters. The said certificate forms part of this Annual Report.

37. Dividend Distribution Policy.

Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) is not applicable on the Company.

38. Secretarial Standards of ICSI.

The Board has devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems were adequate and operating effectively.

39. Miscellaneous

Your company has not issued equity shares with differential rights as to dividend, voting or otherwise; Your Company did not allot any sweat equity shares. Therefore, no disclosures as required under Rule 8(13) of Companies (Share Capital and Debentures) Rules,2014. During the financial year under review, no applications was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the financial year under review.

40. Disclosure related to Insolvency and Bankruptcy Code, 2016

Pursuant to the provisions of Companies (Accounts) Rules, 2014, the Company affirms that for the year ended on March 31, 2025, there were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

41. Cyber Security

There were no cyber security incidents w.r.t breach or loss of data or documents during the year under review.

42. Acknowledgement

Your directors express their sincere gratitude to all departments of the Central and State Government, as well as various organizations and agencies, for their continued help and cooperation extended to the Company.

We acknowledge the invaluable support of all stakeholders, including financial institutions and banks throughout the year.

The directors also formally recognize the unwavering dedication and contributions of all employees of the Company, whose commitment and effort have played a crucial role in our achievements.