Quadpro ITeS Director Discussions


To,

The members,

Your directors have pleasure in presenting the 13* Annual Report on the business and operations of the Company and the accounts for the financial year ended 31st March, 2023.

FINANCIAL SUMMARY / HIGHLIGHTS OF PERFORMANCE OF THE COMPANY

(? in lacs)

Particulars Financial Year 2022 - 2023 Financial Year 2021 - 2022
Revenue from operations 864.96 968.42
Other Income 73.59 35.79
Total Income 938.55 1004.21
Operating expenditure before Finance cost, depreciation and amortization 815.18 800.66
Earnings before Finance cost, depreciation and amortization (EBITDA) 123.37 203.56
Less: Finance costs 4.05 4.65
Depreciation and amortization expense 105.66 65.09
Profit before tax 108.66 133.82
Less: Tax expense 29.16 37.31
Profit for the year (PAT) 79.50 96.51

REVIEW OF OPERATIONS:

The Total Revenue of the Company for the year under review is 938.55 lakhs/- as compared to 1004.21/-Lakhs in the previous year. The Company incurred Net Profit of 79.50 Lakhs/- as compared to Net Profit of 79.50 Lakhs/- in the previous year.

Dividend

With a view to conserve the resources of company for future growth, the Board of Directors do not recommend any Dividend for the Financial Year 2022-23.

Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of Dividend remaining unclaimed / unpaid for a period of 7 (seven) years and/or unclaimed Equity Shares which are required to be transferred to the Investor Education and Protection Fund (IEPF).

Amount transferred to reserve

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the balance sheet of the Company.

Change in Nature of Business

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.

Change in Registered Office of the Company

During the year, your Company has shifted its registered office to S-3, Second Floor 53 to 58, Sri Chakravarthy Complex, V V Puram, Sajjan Rao Circle, Bangalore. Karnataka 560004 w.e.f. 1st November, 2022.

SHARE CAPITAL

During the year, the Following changes were made in the Capital of the Company:

The Authorized Capital of the Company was increased from Rs. 5,50,00,000 (Rupees Five Crore Fifty Lakhs) divided in to 2,75,00,000 Equity shares of Rs.2/- each to Rs. 11,00,00,000 (Rupees Eleven Crore) divided in to 5,50,00,000 Equity shares of Rs.2/- each.

Issued 25275000 Bonus Equity Shares of Rs 2/- each in the ratio One Equity Share for every One existing fully paid up Equity Shares of the Company. The Shareholders assented for the said Bonus issue via Ordinary Resolution passed on September 24, 2023.

The Share Capital of the Company after these changes stood as follows as on March 31, 2023:

The Authorised Share Capital of the Company is Rs. 11,00,00,000/- of Rs. 2/- each.

The issued, subscribed & paid up Share Capital of the Company is Rs. 10,11,00,000/- of Rs. 2/- each.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board :

As on the date of this report, the Board comprises following Directors and the changes that took place during F.Y. 2022-23.

No. of Committee*
Name of Director Category Cum Designation Initial Date of Appointment Date of Appointment at current Term Total Directorship in other Companies Directorship in other Listed Companies excluding our Company in which Director is Members in which Director is Chairman No. of Shares held as on March 31, 2023 Inter-se Relation between Directors
Mr. Sandeepkumar Agrawal Chairman March 10, 2021 April 22, 2021 6 1 1 1 1426500 Equity Shares Father of Mr. Abhishek Agrawal
*Mr. Nandira Biddappa Thimmaiah Director Nov. 3, 2010 April 08, 2021 2 1565985 Equity Shares NA
#Mr. Abhishek Sandeepkumar Agrawal Managing Director March 10, 2021 April 08, 2021 3 1 2 0 675750 Equity Shares Son of Sandeepkumar Agrawal
Mrs. Bhoomika Gupta Non-Executive Independent Director July 30, 2021 July 30, 2021 1 1 4 0 No Relation
Mr. Siddharth Dugar Non-Executive Independent Director March 10, 2021 April 08, 2021 4 1 3 1 - No Relation

*Mr. Nandira Bidappa Thimmaiah has resigned from the post of Managing Director w.e.f 31st August, 2022.

#Mr. Abhishek Sandeepkumar Agrawal has been appointed as Managing Director of the Company w.e.f 1st September, 2022. ACommittee includes Audit Committee and Shareholders Grievances Committee across all Public Companies.

Excluding Section 8 Company & struck of Companies

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from requirement of having composition of Board as per Regulation 17 of Listing Regulations.

Directorate & Key Managerial Personnel

During the year following changes took place under Board Structure of Company:-

Mr. Nandira Bidappa Thimmaiash has resigned from the post of Managing Director w.e.f 31st August, 2022.

Mr. Abhishek Sandeepkumar Agrawal has been appointed as Managing Director of the Company w.e.f 1st September, 2022.

However after closure of F.Y. 2022-23, on Mr. Sandeepkumar Vishwanath Agrawal has been appointed as Managing Director of the company w.e.f. May 11, 2023. The designation of Mr. Abhishek Sandeepkumar Agrawal has been changed from Executive Director to Non Executive Director w.e.f. May 11, 2023 subject to aprroval of share holders in the ensuing annual general meeting.

As on date of this report, the Company has Mr. Sandeepkumar Vishwanath Agrawal as Chairman and Managing Director, Mr. Abhishek Sandeepkumar Agrawal as Non Executive Director, Mr.Krunal Jethva as Chief Financial Officer and Mrs. Stuti Kinariwala as Company Secretary and Compliance Officer who are acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

None of the Directors of the Company is disqualified under Section 164 of Companies Act, 2013.

Meeting of Board of Directors

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly performance of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.

During the year under the review, 6 Board meetings were held viz. 21st May, 2022, 27th August, 2022, 4th October, 2022, 1st November, 2022, 14th November, 2022 and 11th February, 2023.

The details of the attendance of each Director at the Board Meetings are given below.

Name of Directors

Date of Board Meetings Sandeepkumar Vishwanath Agrawal Nandira Biddappa Thimmaiah Abhishek Sandeepkumar Agrawal Siddharth Sampatji Dugar Bhoomika Aditya Gupta
21.05.2022 ? ? ? ? ?
27.08.2022 ? ? ? ? ?
04.10.2022 ? N.A ? ? ?
01.11.2022 ? N.A ? ? ?
14.11.2022 ? N.A ? ? ?
11.02.2023 ? N.A ? ? ?
Meeting Eligible to Attend 6 2 6 6 6
Meeting Attended 6 2 6 6 6

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee Audit Committee

The Company has formed Audit Committee in line with the provisions Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As at March 31, 2023, the Audit Committee comprised of Mr. Siddharth Dugar (Non-Executive Independent) as Chairperson and, Mrs. Bhoomika Gupta (Non-Executive Independent), as member and Mr. Abhishek Sandeepkumar Agrawal (Executive Director) as member.

During the year under review, Audit Committee met 5 (Five) times i.e on 21s* May, 2022, 27* August, 2022, 4* October, 2022, 14** November, 2022 and 11th February, 2023.

The composition of the Committee and the details of meetings attended by its members are given below

Name of Members Category Designation in Committee

Number of meetings during the financial year 2022-23

Held Eligible to attend Attended
CA Siddharth Dugar Independent Director Chaiman 5 5 5
Mr. Abhishek Agrawal Executive Director Member 5 5 5
Mrs. Bhoomika Gupta Independent Director Member 5 5 5

Vigil Mechanism

The Company has established a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethic policy. The said mechanism also provides for adequate safeguards against victimization of director(s)/Employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The details of establishment of such mechanism has been disclosed in the Boards Report. Further, the Policy on Vigil Mechanism is available on the website of the Companyat https://www.quadpro.co.in/files/Whistle%20Blower%20Policy.pdf

Stakeholders Relationship Committee

The Company has constituted Stakeholders Relationship Committee mainly to focus on the redressal of Shareholders / Investors Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. During the year under review, Stakeholders Grievance & Relationship Committee met 4 (Four) times viz on 21s* May, 2022, 27* August, 2022, 14* November, 2022 and 11* February, 2023.

The composition of the Committee and the details of meetings attended by its members are given below

Name of Members Category Designation in Committee

Number of meetings during the financial year 2022-23

Held Eligible to attend Attended
Mr. Sandeepkumar Agrawal Chairman & Executive Director Chaiman 4 4 4
Mrs. Bhoomika Gupta Independent Director Member 4 4 4
CA Siddharth Dugar Independent Director Member 4 4 4

Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

During the year under review, Nomination and Remuneration Committee met 1(One) time i.e on 27* August, 2022.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of Members Category Designation in Committee

Number of meetings during the financial year 2022-23

Held Eligible to attend Attended
CA Siddharth Dugar Independent Director Chairperson 1 1 1
Mrs. Bhoomika Gupta Independent Director Member 1 1 1
Mr. Sandeepkumar Agrawal Chairman & Executive Director Member 1 1 1

Nomination and Remuneration Policy

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at http://www.quadpro.co.in/files/Nomination%20&%20Remuneration%20Policy.pdf.

Remuneration of Directors

The details of remuneration paid during the financial year 2022-23 to Executive Directors of the Company is provided in Annual Return which is available on http://www.quadpro.co.in/

Disclosure of Remuneration:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules will be available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished on request.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company.

Directors Responsibility Statement

In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, Your Directors state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departures have been made from the same.

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31-03-2023 and of the profit and loss of the company for that year;

(c) the directors had prepared the annual accounts on a going concern basis; and

(d) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(f) The Directors had taken proper and sufficient care 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;

INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the act that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, Independent Director of the Company have registered themselves in the Independent Director Data Bank.

Details of Subsidiary/Joint Ventures/Associate Companies

The Company has no any Subsidiary/Joint Ventures/Associate Companies. Hence, details relating to Subsidiary/Joint Ventures/Associate Companies are not provided for.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report of Directors under relevant heading.

LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans givens, investment made, guarantees given and securities provided by the Company under Sec. 186 of the Companies Act, 2013 forms part of Notes to the Financial Statement provided in this annual report.

WEB LINK OF ANNUAL RETURN

The Annual Return of the Company as on March 31, 2023 is available on the Companys website and can be accessed at https://www.quadpro.co.in/files/2023-03-31%20Annual%20Returns.pdf

TRANSACTIONS WITH RELATED PARTIES

During the year under review, transactions with related party were executed in terms of Section 188 of the Companies Act, 2013 which were in ordinary course of business and on Arms Length Basis. There was no contracts, arrangements or transactions which was executed not in ordinary course of business and/or at arms length basis. Further, there were no material related party transactions & related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

All Related Party Transactions are placed before the Audit Committee and the Board for approval, if required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive in nature.

The Company has developed an Internal Guide on Related Party Transactions Manual and prescribed Standard Operating Procedures for the purpose of identification and monitoring of such transactions. The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at https://www.quadpro.co.in/files/Related%20Party%20Transaction%20Policy.pdf

All Related Party Transactions entered into during the financial year were on an arms length basis and were in the ordinary course of business. Your Company had not entered into any transactions with the related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

CHANGE OF NAME DURING THE YEAR

During the year there was no change in the name of the Company.

MATERIAL CHANGES AND COMMITMENT OCCURRED AFTER THE END OF FINANCIAL YEAR AND UPTO THE DATE OF REPORT:

No material changes and commitment occurred after the end of financial year and upto the date of report:

PARTICULARS OF EMPLOYEES

There is no such employee of the Company whose Particulars are required to be given pursuant to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-A.

UTILISATION OF IPO PROCEEDS:

During the FY 2021-22, the Company has raised total INR 1260 lacs by way of Initial Public Offer of Equity Shares of the Company The proceeds of said issue have not been fully utilized by the Company by March 31, 2023, details of which are as under:-

Sr. No. Original Object Original Allocation Funds Utilized
1. To Meet Capital Expenditure Requirements 330.00 lacs 201.22 lacs
2. Acquisitions and Other Strategic Initiatives 620.00 lacs 620.00 lacs
3. For General Corporate Purposes 310.00 lacs 310.00 lacs
Total 1260.00 lacs 1131.22 lacs

Further, there is no deviation/variation in the utilization of the gross proceeds raised through IPO.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2022-2023, the Company has received Nil complaints on sexual harassment, out of which Nil complaints have been disposed off and Nil complaints remained pending as of March 31, 2023.

RISK MANAGEMENT

Business risk evaluation and management is an ongoing process within the Company. During the year under review, the Management reviewed the risk management and minimization procedure adopted by the Company covering the business operations of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy -

i.) The steps taken or impact on conservation of energy: Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

ii.) The steps taken by the Company for utilizing alternate sources of energy: No alternate source has been adopted.

iii.) The capital investment on energy conservation equipment: No specific investment has been made in reduction in

energy consumption.

B. Technology absorption -

i.) The effort made towards technology absorption: Not Applicable.

ii.) The benefit derived like product improvement, cost reduction, product development or import substitution:

Not Applicable

iii.) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

a. The details of technology imported: Nil.

b. The year of import: Not Applicable.

c. Whether the technology has been fully absorbed: Not Applicable.

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable.

iv.) The expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings & Expenditure:

i.) Details of Foreign Exchange Earnings: Nil

ii.) Details of Foreign Exchange Expenditure: Nil Corporate Social Responsibility:

The provisions of Sec. 135 of the Companies Act, 2013 related to corporate Social Responsibility are not applicable to the Company as company does not fall under the criteria specified under said section.

STATUTORY AUDITOR AND THEIR REPORT

M/s. Deora Maheshwari & Co., Chartered Accountants (Firm Registration No. 123009W) were appointed as Statutory Auditors of your Company at the Eleventh Annual General Meeting for a term of five consecutive years. The Report given by the Auditors on the financial statement of the Company is part of this Annual Report. The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

INSURANCE

The assets of your company have been adequately insured.

REPORTING OF FRAUD

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

MAINTENANCE OF COST RECORD

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, Since the company is not falling under prescribed class of Companies, our Company is not required to maintain cost record.

SECRETARIAL STANDARD

The applicable Secretarial Standards have been duly complied by your Company.

PREVENTION OF INSIDER TRADING

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 Code requires 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. The Board is responsible for implementation of the Code.

INDUSTRIAL RELATIONS (IR):

The Company continues to maintain harmonious industrial relations. Company periodically reviews its HR policies and procedures to aid and improve the living standards of its employees, and to keep them motivated and involved with the larger interests of the organisation. The Company has systems and procedures in place to hear and resolve employees grievances in a timely manner, and provides avenues to its employees for their all-round development on professional and personal levels. All these measures aid employee satisfaction and involvement, resulting in good Industrial Relations.

BOARD DIVERSITY AND EVALUATION:

The Company recognizes and embraces the importance of a diverse board in overall success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender that will help us retain our competitive advantage.

Pursuant to provisions of Companies Act, 2013 and Rules made there under, SEBI Listing Regulations and Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on January 05, 2017, The Board of Directors has carried out an annual evaluation of its own performance, performance of Individual Directors, Board Committee including the Chairman of the Board on the basis of composition and structure, attendance, contribution, effectiveness of process, information, functions and various criteria as recommended by Nomination and Remuneration Committee. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the Non-Independent Directors (including the Chairman) were also evaluated by the Independent Directors of the Company at their separate meeting held on 31st March , 2023.

SECRETARIAL AUDITOR AND THEIR REPORT:

The Company has appointed M/s SCS AND CO LLP, to conduct the secretarial audit of the Company for the Financial Year 2022-23, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the Financial Year 2022-23 is annexed to this report as an Annexure-B.

WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely www.quadpro.co.in containing basic information about the Company.

The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2022-23, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure effectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee and Independent Directors in their separate meeting has reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings, Adherence to ethical standards & code of conduct of Company, Leadership initiatives etc. In addition, the chairman was also evaluated on the key aspects of his role.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review or they are not applicable to the Company;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iv) There is no revision in the Board Report or Financial Statement;

(v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented as Annexure-C forming part of this Annual Report.

Acknowledgement

Your Directors take this opportunity to express their gratitude for the co-operation and support from its customers, vendors, bankers and business associates and look forward to their continued support.

The Directors are also grateful to the shareholders for the confidence reposed in the Company. Your Directors also wish to place on record their sincere appreciation of the valuable contribution and efforts made by all the employees to achieve in these trying times.

For and on behalf of the Board For and on behalf of the Board
Sd/- Sd/-
Date : August 25, 2023 Sandeepkumar Vishwanath Agrawal Abhishek Sandeepkumar Agrawal
Place : Bangalore Director Director
(DIN : 02566480) (DIN : 07613943)