Rajputana Industries Ltd Directors Report

In accordance with the provisions of Section 152 of the Act and the Companys Articles of Association, Mr. Sheikh Naseem (DIN: 02467366) is liable to retire by rotation at the 14^th Annual General Meeting and being eligible offers himself for re-appointment. Based on the recommendations of the Nomination and Remuneration Committee (NRC), the Board recommends the reappointment of Mr. Sheikh Naseem as director liable to retire by rotation.

The brief resume and other details as required under the Regulation 36(3) of the SEBI (LODR) Regulations, 2015 of the Directors seeking re-appointment at the ensuing AGM are provided in the Notice of the AGM of the Company which forms a part of the Annual Report.

Ms. Sonal Jain who was appointed as Company Secretary & Compliance Officer of the Company w.e.f. May 20, 2023, has resigned from the services of the Company effective from May 6, 2025. The Board placed on record the valuable guidance and support received from her during the tenure.

The Board of Directors of the Company at its meeting held on May 15, 2025, based on the recommendation of NRC, has appointed Ms. Preeti Khatore as the Company Secretary & Compliance Officer of your Company.

The following persons have been designated as Key Managerial Personnel (hereinafter referred to as "KMP") of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Act, read with the Rules framed there under:-

The Company has received necessary declaration of independence from all Independent Directors of the Company, under Section 149(7) of the Act, that he/she meets the criteria of Independent Directors envisaged in Section 149(6) of the Act and rules made thereunder and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and is not disqualified from continuing as Independent Directors.

The Independent Directors have also confirmed that they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs. Further Company has also received statements from all the Independent Directors that they have complied with Code of Conduct for Independent Directors prescribed in Schedule IV of the Act and also statement on compliance of code of conduct for Directors and Senior Management Personnel formulated by Company.

Pursuant to applicable provisions of the Act and SEBI (LODR) Regulations, 2015, the Board, in consultation with its NRC, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the Independent Directors, Board of Directors, Committees of Board, Individual Directors including Managing Director and Non- Executive Directors and Chairman of the Board.

An indicative list of factors that may be evaluated including but not limited to certain parameters like attendance and contribution of the Director at Board/ Committee Meetings, adherence to ethical standards and code of conduct of the Company, inter-personal relations with other Directors, meaningful and constructive contribution and inputs in the Board/ Committee meetings which is in compliance with applicable laws, regulations and guidelines.

In accordance with Schedule IV of the Act and Regulation 25 of the SEBI (LODR) Regulations, 2015 a separate meeting of the Independent Directors is convened annually. This exclusive meeting provides a platform for objective discussions on key governance matters, including the following:

* Evaluation of the performance of Non-Independent Directors and the Board as a collective body;

* Assessment of the performance of the Chairperson, considering inputs from both Executive and Non-Executive Directors;

* Review of the adequacy, timeliness, and quality of information flow between the management and the Board, enabling the Board to discharge its duties effectively and in an informed manner.

In respect of the financial year 2024-25, the Independent Directors met once on November 9, 2024 without the presence of any Non-Independent Director or representatives of management.

? BOARD MEETINGS:

The Board met 14 (fourteen) times during the financial year under review. The meetings were conducted with proper notice and quorum, and proceedings were duly recorded. The Board meets at least once in every quarter to review the quarterly results and other items on the agenda and additional meetings are held to address specific needs and business requirements of your Company. In case of business exigencies, the Board approvals are taken either by passing resolutions through circulation or convening meetings at shorter notice, as permitted by the law. The Meetings of the Board of Directors were held at the registered office of the Company situated at F-269(B), Road No. 13 VKIA, Jaipur 302013, Rajasthan. The notices of Board / Committee meetings were given well in advance to all the Directors. The Agenda for the Board and Committee Meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take informed decisions. All observations, recommendations and decisions of the Committees were placed before the Board for consideration and approval.

During the financial year 2024-25, 14 (fourteen) meetings were convened and held on April 30, 2024; May 6, 2024; May 29, 2024; July 10, 2024; July 15, 2024; July 19, 2024; July 23, 2024; July 29, 2024; August 2, 2024; August 29, 2024; November 9, 2024; January 4, 2025; March 11, 2025; March 27, 2025. The gap between two consecutive Board meetings did not exceed one hundred twenty (120) days as prescribed under the Act and the SEBI (LODR) Regulations, 2015. The necessary quorum was present at all the meetings.

As on March 31, 2025, the Board has 4(Four) committees as per the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 read with rules, made thereunder, with proper composition of its members which are focused on financial reporting, audit & internal controls, compliance issues, appointment and remuneration of Directors and Senior Management Employees and the risk management framework. The Board periodically evaluates the performance of all the Committees as a whole. All observations, recommendations and decisions of the Committees are placed before the Board for consideration and approval.

The Company has constituted the following Committees in compliance with the Act and SEBI (LODR) Regulations, 2015:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Stakeholders Relationship Committee

D. Internal Complaints Committee

The composition of the above Committees is disclosed as follows:

The Board of Directors of your company has duly constituted Audit Committee in terms of the provisions of Section 177 of the Act read with the Rules framed thereunder and Regulation 18 of the SEBI (LODR) Regulations, 2015. The Audit Committee comprises of

as Members of the Committee as on March 31, 2025. The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of SEBI (LODR) Regulations, 2015 and Section 177 of the Act and such other functions as may be specifically delegated to the Committee by the Board from time to time. The primary objective of the Committee is to monitor and provide an effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting. The Board has accepted all recommendations made by the Audit Committee during the year.

i) Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

ii) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

iii) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

iv) Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

a) Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

b) Changes, if any, in accounting policies and practices and reasons for the same;

c) Major accounting entries involving estimates based on the exercise of judgment by management;

d) Significant adjustments made in the financial statements arising out of audit findings;

e) Compliance with listing and other legal requirements relating to financial statements;

f) Disclosure, review and approval of any related party transactions;

g) Qualifications in the draft audit report.

v) Reviewing, with the management, the quarterly/half yearly/annual financial statements before submission to the Board for approval.

vi) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/Draft Prospectus/ Prospectus /notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

vii) reviewing and monitoring the auditors independence, performance and effectiveness of audit process.

viii) approval or any subsequent modification of transactions of the company with related parties;

ix) scrutiny of inter-corporate loans and investments;

x) valuation of undertakings or assets of the company, wherever it is necessary;

xi) evaluation of internal financial controls and risk management systems;

xii) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

xiii) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

xiv) discussion with internal auditors any significant findings and follow up there on.

xv) reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

xvi) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as postaudit discussion to ascertain any area of concern.

xvii) to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

xviii) to oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

xix) call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board;

xx) approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

xxi) to investigate any other matters referred to by the Board of Directors;

xxii) carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

i) Management discussion and analysis of financial information and results of operations;

ii) Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;

iii) Management letters / letters of internal control weaknesses issued by the statutory auditors;

iv) Internal audit reports relating to internal control weaknesses; and

v) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee.

vi) Statement of deviations:

a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

4 (four) Audit Committee Meetings were held during the financial year 2024-25. The dates on which the meetings were held are April 30, 2024; May 4, 2024; August 29, 2024; December 20, 2024.

Mr. Kamlesh Kumawat, Chief Financial Officer (CFO) of the Company, was present in all the meetings of the Audit Committee held during the financial year, and actively participated in the deliberations by providing necessary financial insights and clarifications as required.

Ms. Sonal Jain, who served as the Secretary to the Audit Committee, also attended all the meetings and assisted the Committee in conducting its proceedings effectively by ensuring proper recording of minutes and supporting the Committee with secretarial and compliance-related matters.

The Board of Directors of your company has duly constituted NRC in terms of the provisions of Section 178 of the Act read with the Rules framed thereunder and Regulation 19 of the SEBI (LODR) Regulations, 2015. The Committee comprises of :

as members of the Committee as on March 31, 2025. The powers, role and terms of reference of the Nomination and

Remuneration Committee covers the areas as contemplated under Regulation 19 of SEBI (LODR) Regulations, 2015 and Section 178 of the Act, besides other terms as may be referred by the Board of Directors. The Board has accepted all recommendations made by the Nomination and Remuneration Committee during the year.

i) formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to, the remuneration for directors, KMPs and other employees.

ii) identifying persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.

iii) formulation of criteria for evaluation of performance of independent directors and Board of Directors.

iv) devising a policy on diversity of board of directors.

v) deciding on, whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

vi) decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors.

vii) define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.

viii) decide the amount of Commission payable to the Whole time Director / Managing Directors.

ix) review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc.

x) to formulate and administer the Employee Stock Option Scheme.

1 (one) meeting of NRC was held during the year 2024-25. The date on which the meetings was held is 4^th May, 2024. The attendance of each Member at the NRC Meetings held during the financial year 2024-25 are as follows:

Mr. Kamlesh Kumawat, Chief Financial Officer (CFO) of the Company, was also present at all the meetings of the Nomination and Remuneration Committee during the year. Ms. Sonal Jain, Secretary of the NRC, attended all the meetings held during the financial year.

The remuneration of Directors is based on various factors like Companys size, economic and financial position and Directors participation in Board and Committee meetings. Based on these factors and the performance evaluation of the concerned director, NRC recommends to the Board the remuneration payable to Directors. The Company pays remuneration to its Executive Director, Managing Director and Whole-time Director and others by way of salary, perquisites and allowances, within the range as approved by the shareholders, wherever applicable and as per the Act. The Board approves all the revisions in salary, perquisites and allowances to directors subject to the overall ceiling prescribed by Sections 197 and 198 of the Act.

Non-Executive Independent Directors are entitled to sitting fees as determined by the Board from time to time and subject to statutory provisions.

The Non-Executive Independent Directors are entitled to sitting fees as determined by the Board from time to time and subject to statutory provisions. The remuneration structure comprises a combination of fixed and variable components. The Company also reimburses expenses to the directors for attending the meeting of the Board and its Committees. Apart from reimbursement of expenses and remuneration as aforesaid, none of the non-executive directors has any other pecuniary relationships or transactions with the Company, their Promoters or Directors. There was no commission paid by the Company to its managing director or whole-time directors, so no disclosure required in pursuance of section 197(14) of the Companies Act, 2013.

(Amount in Lakhs)

During the year under review, no performance-linked incentives have been provided to any director of the Company.

The tenure of office of the Managing Director and Whole-time Directors is for 5 (five) years from their respective date of appointment and can be terminated by either party by giving six months/three months notice in writing as per their respective terms of appointment. The independent directors are appointed for a term of five/three years. The service contracts and notice period are not applicable to Non-Executive and/or Independent Directors. There is no separate provision for payment of severance fees.

The Board of Directors of your company has duly constituted Stakeholders Relationship Committee ("SRC") in terms of the provisions of Section 178 of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 20 of the SEBI (LODR), Regulations, 2015. The SRC comprises of :

as members of the Committee. The composition and terms of reference of the Committee are in full compliance with the aforementioned regulatory requirements.

Pursuant to Section 134(5) of the Act to the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors hereby confirm that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

b) They have selected such Accounting Policies and applied them consistently and made judgment 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 and loss of the company for that period;

c) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the Annual Accounts on a Going Concern basis;

e) They 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) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

During the year under review, the Company does not have any Subsidiary, Joint Venture, or Associate Company as defined under the Act. Accordingly, the requirement of providing a statement containing the salient features of the financial statements of such entities in Form AOC-1 is not applicable.

The Companys financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. During the year under review, the credit ratings assigned to the Company are as follows-

Acuite Ratings & Research ratings on the bank facilities of the Rajputana Industries Limited

The credit rating was assigned by CareEdge Ratings (formerly known as CARE Ratings Ltd.) on 23rd January, 2025, on the bank facilities of the Rajputana Industries Limited

These ratings indicate a moderate degree of safety regarding timely servicing of financial obligations and reflect the Companys stable financial position and credit profile.

The Board of Directors confirms that the Company has duly complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), namely:

SS-1 - Secretarial Standard on Meetings of the Board of Directors

SS-2 - Secretarial Standard on General Meetings

All meetings during the year were conducted in accordance with these standards, reflecting the Companys commitment to good governance and regulatory compliance.

The Company made a successful public issue in August 2024. Pursuant to the IPO, the Company raised 2,130.51 Lakhs (net of issue expenses). As on March 31, 2025, the funds have been fully utilized as follows:

• Working Capital:Rs.1,400 Lakhs

• Purchase of Grid Solar Power System: Rs.450 Lakhs

• General Corporate Purposes: Rs.280.51 Lakhs

The entire funds have been fully utilized for the purposes stated in the offer documents and in compliance with all applicable laws and regulations.

The disclosures relating to remuneration and other details, as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report as Annexure - A.

The Company has not provided any stock option scheme its employees.

The Company has not given any loans or guarantees or made any investments covered under Section 186 of the Act during the year. During the Financial Year 2024-25, the particulars of Loan given, Guarantees given and Investments made and securities provided along with the purpose for which the loan or guarantee, security provided to be utilized by the receipt are provided in the audited financial statements of the Company read with notes on accounts forming part of the financial statements.

The Company has not defaulted in payment of interest and repayment of loan to any of the financial institutions and / or banks during the period under review.

M/s. Keyur Shah & Co., Chartered Accountants Firm Registration No. 141173W were appointed as Statutory Auditors of the Company by the members at the 11th Annual General Meeting for a period of five years to hold office from the conclusion of Annual General Meeting held in year 2022 till the conclusion of the 16^th Annual General Meeting of the Company to be held in the year 2027. Further, M/s. Keyur Shah & Co., Chartered Accountants Firm Registration No. 141173W expressed their inability to continue as the Statutory Auditor of the Company and resigned from the same on May 29, 2025.

The casual vacancy occurred due to the resignation of M/s. Keyur Shah & Co., Chartered Accountants Firm Registration No. 141173W was filled by the Board in its meeting held on June 4, 2025 by appointing M/s Mohata Baheti & Associates, Chartered Accountants having Firm Registration No. 020006C as Statutory Auditor till the conclusion of the ensuing Annual General Meeting, which is to be confirmed by the members in the ensuing Annual General meeting of the Company resulting in a casual vacancy in the office of Statutory Auditors of the Company.

M/s Mohata Baheti & Associates, Chartered Accountants have confirmed that they satisfy the Independence criteria required under the Act and Code of Ethics issued by the Institute of Chartered Accountants of India and also confirm that they are eligible for appointment and that they have not been disqualified in any manner from continuing as Statutory Auditor.

M/s. Keyur Shah & Co., Chartered Accountants, Statutory Auditors of the Company as on March 31, 2025 have submitted Auditors Report on the financial statements of the Company for the financial year ended March 31, 2025. The reports do not contain any reservation, qualification or adverse remark. Information referred to in the Auditors Report are selfexplanatory and do not call for any further comments.

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board has appointed M/s. S.K. Joshi & Associates, Company Secretaries (Firm Registration No.: P2008RJ064900) as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report for FY 2024-25 was conducted by M/s. S. K. Joshi & Associates, Company Secretaries (Firm Registration No.: P2008RJ064900). The Secretarial Audit Report is issued in Form MR-3 by M/s. S. K. Joshi & Associates, Company Secretaries, in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2025. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. During the year under review, no instance of fraud was reported by the Secretarial Auditor of the Company in their Audit Report under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act.

The Board of Directors of your Company has as per the requirement under Section 204 of the Act and rules made there under, re-appointed M/s. S. K. Joshi & Associates, Company Secretaries (Firm Registration No.: P2008RJ064900), to conduct the Secretarial Audit of the Company for the financial year 2025-26.

The Secretarial Audit Report for the financial year 2024-25 forms integral part of this Report as Annexure - B. There is no secretarial audit qualification for the year under review.

In accordance with the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the maintenance of cost records is applicable to the Company for the financial year 2024-25.

The Board of Directors has appointed M/s Rajesh & Company, Cost Accountants (Firm Registration No. 000031) as the Cost Auditors of the Company to conduct the audit of cost records for the financial year 2024-25.

Further, the firm has also been re-appointed as the Cost Auditor for the financial year 2025-26, based on the recommendation of the Audit Committee and approval of the Board, subject to ratification of their remuneration by the shareholders, as required under applicable law.

In accordance with the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, M/s. Mohata Baheti & Associates, Chartered Accountants (Firm Registration No.: 020006C), were appointed as the Internal Auditors of the Company for the financial year 2024-25.

The Internal Auditors conducted audits on a quarterly basis and submitted their Internal Audit Reports, which were reviewed and discussed by the Board of Directors during their respective meetings.

However, M/s. Mohata Baheti & Associates expressed their inability to continue as Internal Auditors and accordingly tendered their resignation with effect from May 29, 2025.

Pursuant to the recommendation of the Audit Committee, the Board of Directors, at its meeting held on June 4, 2025, approved the appointment of M/s. Karnani & Co., Chartered Accountants (Firm Registration No.: 005398C) as the Internal Auditors of the Company for the financial year 2025-26.

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a comprehensive Code of Conduct to Regulate, Monitor, and Report Trading by Insiders. The Code is designed to prevent insider trading in the securities of the Company and ensures compliance with regulatory obligations.

The Code, inter alia, prohibits the trading (purchase or sale) of the Companys securities by Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information (UPSI). It also restricts trading during periods when the trading window is closed, as notified by the Compliance Officer.

In addition, the Company has formulated a Code of Practices and Procedures for Fair Disclosure of UPSI, in line with the requirements of Regulation 8 of the SEBI (PIT) Regulations. This Code ensures timely, adequate, and fair disclosure of UPSI to maintain transparency and fairness in the capital markets.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

The Company did not receive any investor complaints during the year. The investor grievance mechanism is well-established and responsive.

There has been no change in the nature of business during the year.

The Company has in place an adequate system of Internal Financial Controls (IFC), commensurate with the size, nature, and complexity of its operations. These controls are designed to ensure the orderly and efficient conduct of business, adherence to internal policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The Audit Committee members are experienced in financial and operational matters and actively monitor control systems and financial disclosures. Based on assessments and audit observations during the year, the Board is of the opinion that the Companys internal financial control system was adequate and operating effectively, with no material weaknesses or instances of fraud reported during the year under review.

The Business Responsibility and Sustainability Reporting as required under Regulation 34(2Xf) of the SEBI (LODR) Regulations, 2015 does not apply to your company for the financial year 2024-25.

In accordance with the provisions of the SEBI (LODR) Regulations, 2015, and the Act, the Company obtained prior omnibus approvals from the Audit Committee on a quarterly basis for related party transactions that are of a repetitive nature, entered into in the ordinary course of business, and conducted on an arms length basis. The first such omnibus approval for FY 2024-25 was obtained in the initial Audit Committee meeting of the year.

The details of related party transactions undertaken during the year are provided in Note No. 40 of the Financial Statements, in compliance with Ind AS 24 - Related Party Disclosure. Pursuant to Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties referred to in Section 188(1) are provided in Form AOC-2, annexed to this Report as Annexure-C.

During the year under review, the Company has not borrowed an unsecured loan from any of the Directors of the Company.

The 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 - D".

In accordance with the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has adopted a Whistle Blower Policy to provide a formal mechanism for Directors and employees to report concerns regarding unethical behavior, actual or suspected fraud, or any violation of the Companys Code of Conduct and Ethics.

The policy also covers instances of leakage of unpublished price-sensitive information and ensures adequate safeguards against victimization of those who use the mechanism. It allows for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The mechanism is overseen by the Board and is periodically reviewed for its effectiveness. During the financial year under review, no whistle blower complaints were received, and the mechanism was found to be functioning effectively. The Company affirms that no individual has been denied access to the Chairperson of the Audit Committee.

The Company has a duly adopted Nomination and Remuneration Policy, approved by the Board in accordance with the provisions of Section 178 of the Act and Schedule IV. This policy outlines the framework for the appointment, performance evaluation, and remuneration of Directors, Key Managerial Personnel (KMP), and Senior Management.

It sets forth criteria for determining qualifications, positive attributes, and independence of Directors, and ensures that remuneration practices align with the Companys values, objectives, and performance benchmarks. The policy also guides the selection and appointment process for KMPs and senior leadership roles. There have been no changes to the policy during the financial year.

The company falls under the purview of Section 135 of Act read with the Companies (Corporate Social Responsibility) Rules, 2014 for the period under the review. The CSR committee of the Company has met once in the Financial Year 2024-25 to finalize the best and suitable opportunities arise pursuant to the provisions of section 135 and schedule VII of the Act.

In accordance with Regulation 34(2)(e) read with Schedule V of the SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis (MDA) Report for the financial year 2024-25 is provided as a separate section forming part of this Annual Report, titled Annexure - F. This Report offers a comprehensive overview of the Companys operations, financial performance, strategic initiatives, and future outlook.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment.

The Company has complied with the provision relating to the constitution of Internal Committee under POSH, 2013 to consider and resolve the complaints related to sexual harassment. In the Board Meeting held on January 4, 2025, the Company had reconstituted the Internal Committee. During the year under review, no complaint pertaining to sexual harassment at work place has been received by the Company.

The following is the summary of sexual harassment complaints received and disposed off during the year:

? COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. All eligible female employees have been extended the benefits as per the Act. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

? GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

* Male Employees: 116

* Female Employees: 7

* Transgender Employees: 0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

? REPORTING OF FRAUDS BY AUDITORS

During the financial year 2024-25, the Statutory Auditors have not reported any instances of fraud committed by the Companys officers or employees under Section 143(12) of the Act.

? DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year under review, the Company has not received any significant orders/ material orders passed by any of Regulators/ Courts/ Tribunals impacting the going concern status of the Company and its operations in future.

? 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 year under review and till date of this Report, the Company has neither made any application against anyone nor any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.

? CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE REGARDING NON-DISQUALIFICATION OF DIRECTORS

In accordance with the provisions of the Act and SEBI (LODR) Regulations, 2015, the Company has obtained a certificate from M/s. S. K. Joshi & Associates, Company Secretaries, confirming that none of the Directors on the Board have been debarred or disqualified from being appointed or continuing as Directors by SEBI, the Ministry of Corporate Affairs (MCA), or any other statutory authority for the financial year ended March 31, 2025.

The said certificate forms part of this Annual Report and is appended as Annexure - G.

The Board of Directors of the Company identify, evaluate business risks and opportunities. The Directors of the Company take pro-active steps to minimize adverse impact on the business objectives and enhance the Companys competitive advantage. Presently no material risk has been identified by the directors except of general business risks, for which the Company is leveraging on their expertise and experience.

Statements in the Boards Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operation include global and domestic demand and supply conditions affecting selling prices of Raw Materials, Finished Goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and other various other factors.

The above-mentioned clause is not applicable to the Company, as there were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

Safety pertains to protecting the health and well-being of employees, visitors, and other stakeholders involved in an organizations activities. Occupational health and safety measures are essential to prevent accidents, injuries, and illnesses in the workplace. We aim to comply with applicable health and safety regulations and other requirements in our operations and have adopted a health and safety policy that is aimed at complying with legislative requirements, requirements of our licenses, approvals, various certifications and ensuring the safety of our employees and the people working at our facility or under our management.

The Board of Directors expresses its heartfelt gratitude to the shareholders, employees, customers, suppliers, distributors, retailers, business partners, and regulatory authorities for their continued trust, support, and cooperation during the financial year 2024-25.

The Board places on record its deep appreciation for the dedication, hard work, and unwavering commitment of the Companys employees. Their efforts have been instrumental in driving operational excellence and sustaining the Companys leadership position in the industry. The Directors also acknowledge the valuable contributions made through technological innovation, marketing insights, and product development support, which have played a vital role in enhancing consumer satisfaction and enabling product innovation across multiple categories.

The Company views its suppliers and trade partners as essential stakeholders in its growth journey and remains committed to building long-term, mutually rewarding relationships based on trust, respect, and collaboration. The Board further extends its sincere thanks to the Government authorities, regulatory bodies, and stock exchanges for their continued support, guidance, and facilitation in enabling the Companys compliance and growth.