Prostarm Info Systems Ltd Directors Report

Dear Members,

Your Directors take immense pleasure in presenting the 18^th Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2025.

1. F inancial summary & highlights:

T he key highlights of the Standalone and Consolidated Audited Financial Statements of your for the Financial Year ended March 31, 2025 and comparison with the previous Financial Year ended March 31, 2024 are summarised below:

( H in Lakhs)

Particulars	Standalone		Consolidated
	Financial Year ended 31st March 2025	Financial Year ended 31st March 2024	Financial Year ended 31st March 2025	Financial Year ended 31st March 2024
Revenue from operations	34,588.57	25,598.68	35,064.67	25,787.04
Other Income	189.72	136.20	190.26	136.21
Total Income	34,778.30	25,734.88	35,254.93	25,923.25
Total Expense	30,644.61	22,497.94	31,357.11	22,827.96
Profit before tax	4,133.68	3,236.94	3,897.82	3,095.29
Tax expenses (Current Tax & Deferred Tax)	1,082.35	841.10	1,012.65	812.75
Profit after taxation	3,051.33	2,395.84	2,885.18	2,282.53
Other Comprehensive Income (Net of Tax)	0.45	(0.78)	2.52	(2.43)
Total Comprehensive Income for the period	3,051 .78	2,395.06	2,887.70	2,280.10
Earnings per share (Face Value of Rs 10)
Basic	7.12	5.59	6.92	5.44
Diluted	6.93	5.59	6.74	5.44

2. S tate of companys affairs / result operations:

S tandalone Financial Results:

• D uring the Financial Year under review, Company achieved a standalone turnover of H 34,588.57/- Lakhs as compared to the H 25,598.68/- Lakhs in the previous Financial Year, thereby showing growth of 35.12%.

• The Company earned a net profit of H 3,051.33 Lakhs as compared to H 2,395.84 Lakhs in the previous Financial Year. Thereby showing growth of 27.36%.

C onsolidated Financial Results:

• T he Company achieved a consolidated turnover of H 35,064.67 Lakhs as compared to the H 25,787.04 Lakhs in the previous Financial Year. The growth in the consolidated turnover is 35.98%.

• The Company earned a consolidated net profit ofH 2,885.18 Lakh as compared to H 2,282.53 Lakh in the previous Financial Year. The comparative growth was 26.40%.

3. Dividend:

T he Board of Directors of the Company, considering holistically the relevant circumstances and with a view to conserve resources, has decided of ^{that it would be prudent not to recommend any}

Dividend for the period under review. Further, Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations"), the Board of the Directors of the Company have approved and adopted the Dividend Distribution Policy, ("Dividend Policy") of the Company. The Dividend Policy specifies various factors/ parameters to be considered while deciding to recommend or declare a dividend to the shareholders of the Company. The Dividend Distribution Policy of the Company is available on the Companys website at www.prostarm.com/ investor/corporate-governance/codes-policies.

4. T ransfer to reserves:

T he Board of Directors of the Company do propose to transfer any amount to Reserves.

5. Su bsidiaries, Joint Ventures, Associates of the company:

A s on March 31, 2025, the Company only One (1) wholly-owned subsidiary i.e. Prostarm Energy Systems Private Limited (CIN: U29308PN2021PTC202708). The Company does not have any Joint Venture/Associate Company(ies) within the meaning of Section 2(6) of the Companies Act, 2013.

P ursuant to the first proviso to Section the Act and Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the salient features of financial statements, performance, and financial position of the subsidiary is given in "Form No. AOC-1" as "Annexure-I" to this Report.

In accordance with the Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and consolidated financial statements together with relevant documents has been placed on the website of the Company at www.prostarm.com/ investor/investors-information.

6. Deposits:

D uring the year under review, the has not accepted any deposits from the public/ members within the meaning of Section 73 and other applicable provisions of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014 and hence no amount on account of principal or interest on public deposits was outstanding as on March 31, 2025.

7. S hare capital:

a) A uthorised Share Capital:

P ursuant to the approval of the members of Company dated February 12, 2025 the authorised share capital of the Company was increased from H 61,00,00,000/- (Rupees Sixty-One Crores Only) to H 66,00,00,000/- (Rupees Sixty-Six Crores Only).

b) P aid-up Share Capital:

T he paid-up Equity Share Capital of the as on March 31, 2025, is H 42,87,45,920/- (Rupees Forty-Two Crore Eighty-Seven Lakh Forty-Five Thousand Nine Hundred Twenty only). However, on May 30, 2025 the Company has raised H 16,00,00,000/- (Rupees Sixteen Crore only) through Initial Public Offer ("IPO") resulting to paid-up capital to H 58,87,45,920/- (Rupees Fifty-Eight Crore Eighty-Seven Lakh Forty-Five Thousand Nine Hundred Twenty Only). Currently, out of the total paid-up share capital of the Company, 72.82% is held by the Promoter & Promoter Group and the balance of 27.18% is held by Public. All the shares of the Company are in dematerialized form.

Further, during the year under review, the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor has issued any shares pursuant to stock options or sweat equity under any scheme.

ofI nitial Public Offering:

O n June 3, 2025 the equity shares of the Company got listed on National Stock Exchange of India Limited and BSE Limited, post successful Initial Public Offer ("IPO") of 1,60,00,000 Equity Shares

("Equity Shares") (representing 27.18% of the post paid-up share capital of the Company) having face value of H 10/- each at a price of H 105/- per Equity Share, including premium H 95/- of per Equity Share aggregating H 16,800/- Lakhs. The whole issue was fresh issue. The following were the important milestones/ dates for the Offer:

Sr. No. Date	Particulars
1. Monday, May 26, 2025	Anchor Issue
2. Tuesday, May 27, 2025	Opening of Offer period
3. Thursday, May 29, 2025	Closing of Offer period
4. Friday, May 30, 2025	Basis of Allotment
5. Monday, June 02, 2025	Credit of shares to Demat A/c of eligible investors
6. Tuesday, June 03, 2025	Listing of equity shares

^the T he Company completed its IPO successfully with participation of several leading domestic and global institutional investors as well as NRIs and retail investors. The Board is gratified and humbled by the faith shown in the Company by its members.

The Board also places on record its appreciation for the support provided by various Authorities, Lead Managers, Stock Exchanges, Depositories, Counsels, Consultants, Auditors, other intermediaries and employees of the Company for making the IPO of the Company a grand success.

8. Directors and Key Managerial Personnel:

I. D irector Liable to Retire by Rotation:

M r. Tapan Ghose (DIN:01739231),

Director of the Company, is liable to retire by rotation at the ensuing 18^th Annual General Meeting ("AGM") pursuant to the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible offers himself for re-appointment, on the recommendation of the Nomination & Remuneration Committee and Board of Directors of the Company.

Pa rticulars in Pursuance of Regulation 36 SEBI Listing Regulations read with Secretarial Standards 2 on General Meetings brief details of Mr. Tapan Ghose is provided as an Annexure to the Notice of the Annual General Meeting. Further, during the year under review there is no change in Composition of the Board of Directors. However, the Company has reappointed Mr. Raghu Ramesh Thammannashastri (DIN 03331642), as the Whole-Time Director of the Company for a period of one year from April 01, 2025 upto March 31, 2026. Further on the recommendation of Nomination and Remuneration Committee, the Board of Directors in their meeting held on August 14, 2025 has approved the revision in terms of appointment of Mr. Raghu Ramesh Thammannashastri (DIN 03331642) subject to the approval of the members in the ensuing 18^th AGM of the Company.

Particulars in Pursuance of Regulation 36 of the SEBI Listing Regulations read with Secretarial Standards 2 on General Meetings brief details of Mr. Raghu Ramesh Thammannashastri is provided as an Annexure to the Notice of the Annual General Meeting.

II. K ey Managerial Personnel: a A ) ppointment of Mr. Kiran Mukadam as a Company Secretary and

Compliance officer:

During the Financial Year, the Company has appointed Mr. Kiran Subhash Mukadam (Membership No. ACS 27627) as the Company Secretary and Compliance Officer in Whole time Employment of the Company with effect from May 29, 2024 on the recommendation of Nomination and Remuneration Committee and which was duly approved by the Board of Directors at their Board meeting held on same date.

b R ) esignation of Mr. Kiran Mukadam as a Company Secretary and

Compliance officer:

During the Financial Year, Mr. Kiran Subhash Mukadam (Membership No. ACS 27627), Company Secretary and Compliance Officer of the Company has tendered his resignation from the post of Company Secretary and Compliance Officer of Company effect from August 26, 2024.

c A ) ppointment of Mr. Sachin Company Secretary and Compliance officer:

During the Financial Year, the Company has appointed Mr. Sachin Gupta (Membership of the No. FCS 12500) as the Company Secretary and Compliance Officer in Whole Time Employment of the Company with effect from August 27, 2024 on the recommendation of Nomination and Remuneration Committee and which was duly approved by the Board of Directors at their Board meeting held on same date.

Except as stated above, there have been no other changes in the Key Managerial Personnel of the Company.

9. C hange in the nature of business:

T here was no change in the nature of during the Financial Year under review.

10. E mployee stock option scheme share based employee benefits:

T he Company grants Employee Stock that would enable the employees to share the value they create for the Company in the years to come. Accordingly, pursuant to the approval of the Board and the Members of the Company in their meetings held on September 17, 2024 and September 18, 2024 respectively and in terms of the provisions of applicable laws, the Company Subhash has duly implemented Employee Stock Option Scheme 2024 ("ESOP 2024"). The Nomination and Remuneration Committee is entrusted with the responsibility of administering the ESOP 2024. During the Financial Year under review, ESOP

2024 was amended in order to comply with the requirements of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB

& SE Regulations"). The amended ESOP 2024 was approved by the Board of Directors in their meeting held on August 14, 2025 subject to shareholders approval in the ensuing AGM. The applicable disclosures as stipulated under

Subhash

Regulation 14 of SEBI SBEB & SE Regulations with regard to ESOP 2024 are available on the website of the Company and weblink for the same www. prostarm.com/investor/investors-information.

Details of ESOP 2024 as on March 31, 2025 are as follows:

Sr.

Particulars Description No.

1. Total options outstanding as at the 16,44,250 beginning of the period. as2.a Total Options granted during the N.A.

Fiscal/ Period

3. Options forfeited/lapsed/cancelled 16,500 during the Fiscal/ Period

4. Variation of terms of options NIL

Sr. No. Particulars	Description
5. Total number of options in force	16,27,750
6. Total options vested	NIL
7. Options exercised during the Fiscal/ Period	NIL
8. Money realized by exercise of options during the Year/ Period	NIL
9. Total number of Equity Shares that would arise in future as a result of full exercise of options granted	16,27,750

11. H uman resources management / industrial relations, including number of people employed and managerial remuneration:

T he Company follows a policy of building teams of talented professionals. People remain the most valuable asset, and the Company has invested in the holistic development, health and well-being of the employees. The Company has been providing continuous skill upgradation and learning opportunities through structured training programmes, career discussions and individual development plans. The Companys Human Resources is commensurate with the size, nature, and operations of the Company. The Company had 352 employees as of March 31, 2025.

As per the provisions of Section 136(1) of the Act, the reports and accounts are being sent to the Members of the Company excluding the information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The same is available for inspection and any Member interested in obtaining such information may write an email to the Company Secretary at investor@prostarm.com and the same will be furnished on such request.

In terms of compliance with provisions of Section 197(12) of the Act read with applicable rules of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of remuneration to the Directors and Employees of the Company and the details of the ratio of remuneration of each director to the median employees remuneration are annexed herewith as "Annexure-V" to this Boards Report.

12. C orporate Governance:

T he Corporate Governance practice of

Company is a true reflection of the values and morale of the Company. Prostarm Info Systems Limited is committed to implementing and maintaining the best practices of Corporate Governance and to managing the affairs of the company with integrity, transparency and accountability as the driving force. The Company has complied with the Corporate Governance requirements under the Act, and as stipulated under the SEBI Listing Regulations.

The report on Corporate Governance as per Regulation 34 (3) read with Para C of Schedule V of the SEBI Listing Regulations forms part of the Annual Report.

A certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

13. N umber of meetings of Board:

T he Board of Directors met Eight (8) times during the year. The detailed information of the dates of meetings of the Board attendance of Directors at the meetings, constitution of the Board including name, qualification, field of specialization, status of Directorship held, etc. and their terms of reference, are provided in the Corporate Governance Report annexed to this Report.

14. C ommittees of the Board:

I n accordance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had the following Committees as on March 31, 2025:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee;

• Corporate Social Responsibility Committee;

• Management Committee;

• IPO Committee.

During the Financial Year under review, all recommendations of the Committees of the Board which were mandatorily required have been accepted by the Board. A detailed update on the Board, its committees, its composition, detailed charter including terms of reference of various Board Committees, number of committee meetings held, and attendance of the committee members at each meeting is provided in the Corporate Governance Report, which forms part of this Annual Report. the Further, after the Financial Year, the Board in its meeting held on June 23, 2025 dissolved IPO Committee.

15. M anagement Discussion

Analysis:

P ursuant to Regulation 34 of the SEBI

Regulations a review of the performance and future outlook of the Company and its businesses, as well as the state of the affairs of the business, along with the Financial and Annual Report 2024-25 operational developments have been discussed in detail in the Management Discussion and Analysis Report ("MDAR"), which forms part of the Annual Report.

16. D irectors Responsibility

P ursuant to the provisions of Section 134(5) with Section 134(3)(c) of the Companies Act, 2013, the Board of Directors states and confirms that: a. In the preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III have been followed along with proper explanation relating to material departures, if any; b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2025, and of the profit of the Company for the Financial Year from April 1, 2024, to March 31, 2025. c. The Directors have 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 have prepared the annual accounts on a going concern basis; e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and 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.

17. A nnual evaluation of the of Board:

P ursuant to the applicable provisions of

Companies Act, 2013 and the SEBI Listing Regulations, a formal annual evaluation needs to be made by the Board of its own performance and and that of its Committees and Individual Directors. Schedule IV to the Companies Act, 2013, states that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria.

The Board has carried out an evaluation of its own annual performance as whole, its Committees and Individual Directors for the Financial Year 2024-25. The Board has devised questionnaire to evaluate the performances of each of Executive, Non-Executive and Independent Directors. Such read questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas: i. Attendance at Board Meetings and Committee Meetings; ii. Quality of contribution to Board deliberations; iii. Strategic perspectives or inputs regarding the future growth of the Company and its performance; iv. Providing perspectives and feedback going beyond the information provided by the management.

18. N omination and Remuneration policy:

T he Board has framed and adopted a Nomination and Remuneration Policy ("NRC Policy") in terms of Section 178 of the Act and SEBI Listing Regulations. The NRC Policy, inter-alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management Employees and other matters as provided under Section 178 of the Act and SEBI

Listing Regulations. The remuneration paid to the Directors is as per the terms laid out in the NRC Policy of the Company.

The Company has formulated the Nomination and Remuneration Policy to provide guidance on (a) selection and nomination of Directors to the board of the Company; (b) appointment of the Senior Managerial Personnel of the Company and (c) remuneration of Directors, Key Managerial Personnel ("KMP"), Senior Managerial Personnel

("SMP") and other employees of the Company. the The NRC Policy is available on the website of the Company at www.prostarm.com/investor/ corporate-governance/codes-policies.

19. Sep arate meeting of Directors:

A s stipulated by the code of

Directors under Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on June 07, 2024, to review, among other things, the performance of non-Independent Directors and the Board as a whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.

20. Auditors:

I. S tatutory Auditors:

P ursuant to the provisions of Section 139 the Companies Act, 2013 and the Rules made thereunder, the auditors of the Company, M/s Mansaka Ravi and Associates, Chartered Accountants (FRN No. 015023C) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting (AGM) of the Members held November 30, 2021.

The requirement for the annual ratification of Auditors appointment at the AGM has been omitted pursuant to the Companies (Amendment) Act, 2017, notified on May 7, 2018. The auditors have confirmed their eligibility limits as prescribed in the Companies Act, 2013, and that they are not disqualified from continuing as Auditors of the Company.

The Auditors Report for the Financial Year ended March 31, 2025, on the financial statements of the Company forms a part of this Annual Report. There is no qualification, reservation, adverse remark, disclaimer, or modified opinion in the Auditors Report, which calls for any further comments or explanations.

II. C ost Auditors:

T he Company has maintained cost accounts records as specified by the Central Government under subsection (1) of Section 148 of the Act. M/s Y R Doshi & Associates, Cost Accountant (Firm Registration No. 000003) have carried out the cost audit during the Financial Year 2024-25. The Board, on the recommendation of the Audit Committee, has re-appointed M/s Y R Doshi & Associates, Cost Accountant (Firm Registration No. 000003) as Cost Auditors of the Company for conducting the audit of cost records for the FY 2025-26 under Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

There has been no qualification, reservation, adverse remark or disclaimer given by the Cost Auditors in their Report for the Financial Year ended March 31, 2025.

The remuneration proposed to be paid to the Cost Auditor for the Financial Year 2025-26 is subject to ratification by the shareholders at the ensuing Annual General Meeting.

III. S ecretarial Auditors:

I n terms of the provisions of Section 204 of

Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2014 and applicable provision of the SEBI Listing Regulations, the Company has appointed M/s. Ritu Somani & Associates, Practicing Company Secretary, (M. No. 25222, of C.P. No.: 9166) as Secretarial Auditor to conduct Secretarial Audit of the Company for FY 2024-25. The Secretarial Audit Report of the Company in the prescribed "Form No. - MR-3" is attached as "Annexure-IV" forming part of this Report. The Secretarial Auditors Report does not contain any qualification, reservation or adverse remarks. Pursuant to recent amendments in Regulation 24A of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, and being Company listed on BSE Limited and National Stock Exchange India Limited dated June 03, 2025, the appointment of Secretarial Auditors is required to be approved by the shareholders at the ensuing Annual General Meeting. The Board of Directors at the Board meeting held on August 14, 2025 has recommended appointment of M/s. Sandeep P Parekh & Co, Practicing Company Secretaries, (F-7118; CP No. 7693), Peer Reviewed Firm No. 879/2020 as Secretarial Auditor of the Company for the first term of five consecutive years i.e; from FY 2025-26 to FY 2029-30. The Company has received the written consent and certificate that M/s. Sandeep P Parekh& Co, Practicing Company Secretaries, satisfy the and criteria for appointment as Secretarial Auditor and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

IV. I nternal Auditor and Internal Financial Controls:

T he Company has appointed internal auditor per section 138 of the Companies Act 2013. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, and accounting procedures at all locations of the Company and strives to maintain a high standard of Internal Financial Control.

21. D etails in respect of fraud by Auditors:

P ursuant to Section 143(12) of the Companies

2013, during the Financial Year under review there were no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors. Hence, there is nothing to report under Section 134(3) (ca) of the Companies Act, 2013.

22. W histle blower policy / vigil mechanism:

T he Company is committed to adhering to highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards the Company encourages the employees to raise their genuine concerns without fear of criticism. Therefore, it has built-in and set up Whistle Blower Policy and has established the necessary vigil mechanism in confirmation Regulation 22 of SEBI Listing Regulations, under this mechanism all the employees and Directors of the Company are eligible to make disclosures in relation to matters concerning the Company and report concerns about any unethical behaviour in the Company.

We affirm no employee or Directors were denied access to the Audit Committee. The Vigil Mechanism Policy is available on the website of the Company at www.prostarm.com/investor/ corporate-governance/codes-policies.

23. C orporate social responsibility:

P ursuant to the provisions of Section 135 of

Act, read with Companies (Corporate Social Responsibility) Rules, 2014, the Company has constituted Corporate Social Responsibility (‘CSR) Committee and has framed a CSR Policy. As part of its initiatives under CSR, the Company has identified various projects. These projects are in accordance with Schedule VII of the Companies Act, 2013. The Policy on Corporate Social Responsibility is available on the website of the Company at www.prostarm.com/investor/ corporate-governance/codes-policies.

The Annual Report on CSR activities in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as "Annexure-II" and forms part of this report.

24. P articulars of loans, guarantees investments:

D uring the Financial Year under review Company did not provide any loan or guarantee under Section 186 of the Act. Further, the Company has Act, made the investment of H 9 Crore in the Prostarm Energy Systems Private Limited for making it from subsidiary to wholly owned subsidiary of the Company.

25. P articulars of contracts arrangements with related parties:

In line with the requirements of the Act, 2013 and SEBI Listing Regulations the the policy on Related Party Transactions as approved by the Board is available on the Companys website at www.prostarm.com/ investor/corporate-governance/codes-policies. All related party transactions are placed before the Audit Committee for its review and approval. Prior/ omnibus approval of the Audit Committee is obtained on an annual basis for a Financial with Section 177(9) of the Act and Year, for the transactions which are foreseen and repetitive in nature.

The statement giving details of all related party transactions entered into pursuant to the omnibus approval together with relevant information are placed before the Audit Committee for review. During the Financial that during the Year year under review, all the transactions with related parties were in the ordinary course of business and at an arms length basis and there were no material contracts or arrangement or transactions at arms length basis that need to be disclosed in Form AOC-2 as required under the Companies Act, 2013. There are no materially significant related party transactions made by the Company with the Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large.

As required under Accounting Standard (AS) 18 on Related Party Disclosures, the details of related party transactions entered into by the Company during Financial Year 2024-25 are covered in the Notes to Accounts forming part of the financial statements.

26. C onservation of energy, technology absorption and foreign exchange earnings and outgo:

T he information pertaining to the conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure-III" and forms part of this Report.

27. M aterial changes and commitment, if any, affecting the financial position of the company that occurred between the end of the financial year to which the financial statements relate and the date of the report:

S ubsequent to the year ended March 31, the Company has completed its initial Public Offering (IPO) of 1,60,00,000 Equity Shares ("Equity Shares") (representing 27.18% of the post paid-up share capital of the Company) having face value of H 10/- each at an offer price ofH 105/- per Equity Share, including premium H 95/- of per Equity Share aggregating H 16,800/- Lakhs comprising of fresh issue only. Pursuant to the IPO, the equity shares of the Company were listed on National Stock Exchange of India Limited and BSE Limited on June 03, 2025.

28. D etails of significant and orders passed by the regulators / courts/tribunalimpactingthegoing concern status and companys operation in future:

D uring the Financial Year under review, there no significant and material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company or will have bearing on companys operations in future.

29. C ompliance with standards:

T he Institute of Company Secretaries of a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices The Company has complied with the applicable provisions of Secretarial Standards-1 (For meetings of Board of Directors and Committees) and Secretarial Standards-2 (For General Meetings).

30.I nformation under the harassment of women at workplace (prevention, prohibition and redressal) Act, 2013:

T he Company has zero tolerance for harassment at workplace and believes in providing a safe and harassment-free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment. The details w.r.t sexual harassment are as follows:

Sr. No. Particulars
1. Number of complaints of sexual harassment received in the year	NIL
2. Number of complaints disposed of during the year	NIL
3. Number of cases pending for more than ninety days	NIL

are

31. C ompliance of the relating to the Maternity Act, 1961:

D uring the Financial Year, the Company full compliance with the provisions of the Maternity Benefit Act, 1961, including all relevant amendments. All eligible female employees if any received paid maternity leave, nursing breaks, and other statutory benefits as per the Act. This statement is made in accordance with the Companies (Accounts) Second Amendment Rules, 2025 under Rule 8(5)(xiii), which mandate affirmative disclosure regarding maternity benefit compliance in the Boards Report.

32. T he details of application 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:

N o such application has been filed

Company or against the Company.

33. A ny revision of financial or report of the board:

T here has been no revision of financial or reports of the Board during the Financial Year 2024-25.

34. D eclaration by independent

T he Board has received declarations from Independent Directors confirming that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013. During the year under review, there has been no change in the circumstances affecting their status as Independent Directors of the Company.

35. Familiarisation programme:

T he Company has developed and structured induction programs for orientation and training of directors at the time of their joining and during their term to ensure familiarisation of directors with the management and operations of the Company including business models, services, products, processes, culture and the industry in which it operates. Details of the familiarisation programme adopted by the Company for orientation and training of the directors are provided in the Report on Corporate Governance, which forms part of this Annual Report.

36. Annual return:

I n accordance with the provisions

Section 134(3) read with Section 92(3) of the Act, the Annual Return as of March 31, 2025 in Form MGT-7 is available on the Companys website and may be viewed at www.prostarm.com/ investor/investors-information.

37. R isk management:

A ll companies face risk; without risk without rewards are less likely. Effective risk management can add value to any organization. An effective risk management framework seeks to protect an organizations capital base and earnings without hindering growth.

The Company has internal Risk management Framework, wherein all the risk are identified and assessed and functions enterprise wide. Major risk identified by the business and functions are systematically addressed through mitigating actions on a continuous basis. The board also reviews the framework on periodic basis.

38. Other disclosures: the

D uring the year under review, the Company a) Not made any application and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016. b) Not made any application for One Time Settlement (OTS) with any Banks or Financial Institution. c) Neither the Executive Director nor the all Whole-time Directors of the Company receive remuneration or commission from any of its subsidiaries.

39. T ransfer of amounts to investor education and protection fund:

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

40.Acknowledgement:

Y our Directors wish to place on record appreciation for the continuous cooperation, assistance and support extended by all stakeholders, Government Authorities, Financial Institutions, Banks, Customers, Dealers, Suppliers, Consultants, Solicitors and Shareholders of the Company. Your Directors also acknowledge and appreciate the contribution made by dedicated and loyal employees.

of

For and on behalf of Board of Directors Prostarm Info Systems Limited

Tapan Ghose	Ram Agarwal
Chairman &	Whole Time Director &
Managing Director	CEO
(DIN: 01739231)	(DIN: 01739245)

 

Date: August 14, 2025

Place: Navi Mumbai