RKD Agri & Retail Ltd Directors Report

To,

RKD AGRI & RETAIL LIMITED The Members,

Your Directors have pleasure in presenting their 38^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The financial statements for the year ended 31^st March, 2024 have been restated in accordance with Ind AS for comparative information.

Financial Summary as under:

Particulars	2023-2024	2022-2023
Gross Income	2,21,53,299	1,66,41,750
Net Profit/(Loss) Before Tax	5,78,,725	4,45,284
Provision for Tax	1,20,163	61,131
Net Profit/(Loss) After Tax	--	--
Balance of Profit brought forward	--	--
Balance available for appropriation	--	--
Proposed Dividend on Equity Shares	--	--
Tax on Proposed Dividend	--	--
Transfer to General Reserve	--	--
Surplus carried to Balance Sheet	4,58,562	3,84,153

2. DIVIDEND

Considering the present financial status of the Company, your directors do not recommend any dividend for the year under report.

3. RESERVES AND SURPLUS

The total reserves for the financial year 2023-2024 is Rs. - (1,09,32,532)/-

4. CHANGE IN SHARE CAPITAL

There are following changes in Equity Share Capital of the Company in the Year.

• 17350000 equity shares of Re. 1/- each allotted on 05-05-2023 having distinctive no. 4800001 to

22150000 at a par to Promoter and Non-Promoter on a preferential basis pursuant to conversion of warrants:

Lock in Details:

4430000 Equity shares (Distinctive No. 4800001 to 9230000) are locked in upto 31-12-2024 12920000 Equity Shares (Distinctive No. 9230001 to 22150000) were locked in upto 31-12-2023

• 23475000 equity shares of Rs. 1/- each at par allotted on 10-02-2024 having distinctive No.

22150001 to 45625000 to Promoter and Non-Promoters on a preferential basis pursuant to conversion of warrants.

Lock in Details:

6775000 Equity Shares (Distinctive No. 22150001 to 28925000) are locked in upto 30-11-2024 4695000 Equity Shares (Distinctive No. 28925001 to 32265000) are locked in upto 30-11-2025 12005000 Equity Shares (Distinctive No. 32265001 to 45625000) are locked in upto 30-11-2024

Total of 40825000 Equity Shares were allotted during the year.

These shares are ranking pari-passu with the old equity shares of the company.

5. BUSINESS OUTLOOK

The Directors are under the process of exploring other avenues of diversifying into new areas of business.

6. COMPANYS PERFORMANCE AFFAIR

Your Directors are positive about the Companys operations and making best efforts to implement the cost reduction measures to the extent feasible.

7. FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

9. CHANGE IN NATURE OF BUSINESS

During the year, there has been no change in the nature of business of the Company. Company is in the Business of Agriculture and Retail Trading.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

No material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year of the Company i.e. 31^st March, 2024 and the date of this Directors Report i.e. 3^rd September, 2024 except as mentioned in this Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of the Companies Act, 2013, Nilesh Malshi Savla, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

ROSHNI SHEDGE AND RAKSHA YADAV are appointment as an Independent Director of the Company with effect from 03-09-2024.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

12. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Eight Board Meetings and Four Audit Committee Meetings were convened and held. The details are given as under.

Date	Date
Board Meeting	Audit Committee
12-04-2023	25-05-2023
05-05-2023	09-08-2023
25-05-2023	10-11-2023
09-08-2023	07-02-2023
29-08-2023
10-11-2023
07-02-2024
10-02-2024

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

13. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

14. COMMITTEES OF THE BOARD

There are currently three committees of the Board, as following:

1) Audit Committee

The composition of the Audit Committee is as under:

Sr. No. Name	Category	Designation
1 Samirkumar Sampat*	Independent Director	Chairman
1. Raksha Yadav**	Independent Director	Member
2 Hetal Dave*	Independent Director	Chairperson
3 Roshni Shedge**	Independent Director	Member

*Due to sudden demise of Samirkumar Sampat on 01-07-2024 we had to reconstitute the Audit Committee and appoint Hetal Dave, Independent Director as Chairperson w.e.f. 09-082024.

** Raksha Yadav and Roshni Shedge, Independent Directors of the Company are appointed as Members of Audit Committee w.e.f. 03-09-2024.

2) Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee is as under:

Sr. No. Name	Category	Designation
1 Samirkumar Sampat*	Independent Director	Chairman
1. Raksha Yadav**	Independent Director	Member
2 Hetal Dave*	Independent Director	Chairperson
3 Roshni Shedge**	Independent Director	Member
4 Nilesh Savla***	Director	Member

*Due to sudden demise of Samirkumar Sampat on 01-07-2024 we had to reconstitute the Nomination and Remuneration Committee and appoint Hetal Dave, Independent Director as Chairperson w.e.f. 09-08-2024.

** Raksha Yadav and Roshni Shedge, Independent Directors of the Company are appointed as Members of Nomination and Remuneration Committee w.e.f. 03-09-2024.

*** Nilesh Savla has resigned from Nomination and Remuneration Committee w.e.f. 03-092024

3) Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee is as under:

Sr. No. Name	Category	Designation
1 Samirkumar Sampat*	Independent Director	Chairman
1. Raksha Yadav**	Independent Director	Member
2 Hetal Dave*	Independent Director	Chairperson
3 Roshni Shedge**	Independent Director	Member
3 Nilesh Savla***	Director	Member

*Due to sudden demise of Samirkumar Sampat on 01-07-2024 we had to reconstitute the 1)Stakeholders Relationship Committee and appoint Hetal Dave, Independent Director as Chairperson w.e.f. 09-08-2024.

** Raksha Yadav and Roshni Shedge, Independent Directors of the Company are appointed as Members of Stakeholders Relationship Committee w.e.f. 03-09-2024.

*** Nilesh Savla has resigned from Stakeholders Relationship Committee w.e.f. 03-09-2024

15. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a

policy for selection and appointment of Directors, Senior Management and their remuneration.

16. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the year under review.

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.

f) The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

17. AUDITORS

Pursuant to the provisions of section 139 of the Companies Act, the rules framed thereafter and other applicable provisions, if any, M/s. MNT & Associates, Chartered Accountants (FRN: 124913W) is appointed as Statutory Auditor of the Company from 36^th Annual General Meeting till the conclusion of 41^st Annual General Meeting for FY 2026-2027 of the Company.

18. AUDITORS REPORT

The Directors are of opinion that the comments in the Auditors report are self-explanatory and do not call for any further explanations.

19. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/S. PAYAL TACHAK & ASSOCIATES, PRACTICING COMPANY SECRETARIES had been appointed as Secretarial Auditor of the Company for the Financial Year 2023-2024.

Secretarial Auditors observation and Managements explanation to the Auditors observation -

1. Regulation 47 of the SEBI (Listing obligations and Disclosure Requirements) Regulation, 2015,

2. Section 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management and Administration), Rules, 2014

3. Section 91 of the Companies Act 2013 read with Rule 10 of the Companies (Management and Administration) Rules, 2014 - Publication of Results audited and unaudited in newspaper, E- voting, News Paper Advertisement for Book Closure.

For Point Number 1, 2 and 3:

The Company has not been doing that since the financial position of the Company does not allow Board to incur such expenditure keeping in mind that the results are made available for investors and market through Stock Exchange. The Company, on timely basis submits the results to the Exchange to bring the information in public domain.

4. The Composition of the Nomination and remuneration Committee is not adequate and proper as required under Sec 178(1) of Companies Act, 2013 and under Regulation 19(1)(b) and (c) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

The Company would try and comply with all the provisions to the fullest extent.

5. Regulation 14 of the SEBI (Listing Obligations and Disclosures Requirements) Reg. 2015- Payment of Annual Listing fees to Stock Exchange within 30 days from Financial Year end.

The Company will make the payment of Listing fees to the BSE Limited for Financial Year 2023-2024. Company will make sure to do the payments within due dates in future.

The report of the Secretarial Auditors is enclosed as ANNEXURE I to this report.

20. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS.

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

21. DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013.

The Company has in place an anti-sexual harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 ("SH Act"). Internal Complaints Committees have been set up in accordance with the provisions of SH Act at the work place to redress sexual harassment compliant received. All employees (permanent or contractual trainees) are covered under the policy. No compliant was received from any employees of the Company or otherwise during the financial year 2023-2024 and hence no complaint is outstanding as on 31 March, 2024 for Redressal.

22. VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company under investors/policy documents/Vigil Mechanism Policy link.

23. RISK MANAGEMENT POLICY

The Company has laid down a well-defined Risk Management Policy. The Board periodically reviews the risk and suggests steps to be taken to control and mitigation the same through a proper defined framework.

24. RELATED PARTY TRANSACTION

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions.

During the Year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arms length basis and in the Ordinary Course of Business. Prior Members approval is obtained for related party transactions as a Special Resolution in the 37^th Annual General Meeting of the Company anticipating amount exceeding 10% of the total turnover based on last Audited Financial Results of the Company.

However, during the year the Company did not have any contracts or arrangements with Related Parties in terms of Sec 188 of the Companies Act, 2013. Accordingly, the Disclosure of related Party transactions as required under Section 134(3)(h) of the Act in Form AOC 2 is not applicable to the Company for FY 2023-2024.

Details of transactions entered into by the Company, in terms of IND AS 24 have been disclosed in the notes to the Standalone/Consolidated financial Statements forming part of this Report.

25. EXTRACT OF ANNUAL RETURN

The Annual Return for Financial Year 2023-2024 as per provisions of the Act and Rules thereto, is available on the Companys website at https://www.hfpltd.in/cms/3/Investor-Relation.

26. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Companys website.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standards operating procedures. The Companys internal control system is commensurate to the size, scale and complexities of its operations.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of energy, technology absorption, foreign exchange earnings and outgo are Nil during the year under review.

29. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

30. LISTING WITH STOCK EXCHANGES

The Company is listed with BSE Ltd. Further, the Company was listed on Ahmedabad Stock Exchange and Vadodara Stock Exchange which were derecognized pursuant to SEBI order.

31. OTHER INFORMATION

Your Directors hereby states 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:

1. During the year under review, the Company has not made any investments or given guarantees or provided securities falling under the provisions of Section 186 of the Companies Act, 2013.

2. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon;

3. The Company does not have any subsidiary, joint venture or, associate Company, hence, no need to state anything about the same;

4. The Company has not accepted deposits covered under Chapter V of the Act;

5. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

6. Since, the Company having paid-up capital less than the threshold provided under Regulation 27 (2) of Listing Regulations, hence, the Company need not required to address Reports on Corporate Governance, certificate/s pertains thereto.

7. There are no employees who are in receipt of salary in excess of the limits prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

8. The Company is not required to maintain cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013.

32. ACKNOWLEDGEMENTS

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

ANNEXURE- I Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

RKD AGRI & RETAIL LIMITED 52 RAYFREDA BUILDING,

JUNCTION OF MAHAKALI CAVES,

HOLY FAMILY CHURCH MUMBAI 400093

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by RKD AGRI & RETAIL LIMITED (hereinafter called "the Company"). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended March 31, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

1. I have examined the books, papers, minute books, forms and returns filed and other records maintained by RKD AGRI & RETAIL LIMITED ("the company") for the financial year ended March 31, 2024 according to the provisions of:

1. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

iii. The Securities and Exchange Board of India (Depositories and Participates) Regulations, 2018 and the Regulations and bye-laws framed thereunder;

iv. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

2. Provisions of the following Regulations and guidelines prescribed under the Securities and Exchange Board of India Act, 1992 were not applicable to the Company under the financial year 2022-2023:

a) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

b) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

d) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

e) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

3. Provisions of the Foreign Exchange Management Act, 1999 and the rules and Regulations made thereunder to the extent of External Commercial Borrowings were not attracted to the company under the Audit period.

4. I have also examined compliance with the applicable clauses of the following:

Secretarial Standards issued by The Institute of Company Secretaries of India under the provisions of Companies Act, 2013.

During the period under review and as per the explanations and the clarifications given to us and the representation made by the Management of the Company, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above to the extend applicable and subject to the following observation.

1. Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 - Advertisement in News Paper

Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company shall issue a public notice in at least in one English daily newspaper circulating in the whole or substantially the whole of India and in one daily news paper published in the language of the region, where the registered office of the company is situated for following matters:

a) Notice of Board meeting of the Board of Directors where financial results shall be discussed.

b) Financial results within 48 hrs of the conclusion of Board or committee meeting at which they were approved.

c) Statements of deviation(s) or variation(s) as specified in sub-regulation (!) of regulation 32 on quarterly basis, after review by audit committee and its explanation in directors report in Annual report;

d) Notices given to shareholders by advertisement.

However, during the period under review, the Company has not complied with the requirements of the aforesaid clause of the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

2. Section 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management and Administration), Rules, 2014 - News Paper notice for Voting Through Electronic means

Pursuant to Rule 20 (4) (v) of the Companies (Management and Administration), Rules, 2014 the Company shall cause a public notice by way of an advertisement to be published, immediately on completion of dispatch of notices for the meeting not later than 21 days prior to the date of General Meeting at least once in English newspaper having country wide circulation and once in vernacular language newspaper in principle vernacular language of the District in which company is situated, having wide circulation in the District.

However, during the period under review, the Company has not complied with the requirements of Section 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management and Administration), Rules, 2014.

3. Section 9J of the Companies Act 2013 read with Rule 10 of the Companies (Management and Administration) Rules, 2014 - News Paper Advertisement for Book Closure.

Pursuant to Section 91 of the Companies Act, 2013 read with Rule 10 of the Companies (Management and Administration) Rules, 2014, a Listed Company closing the Register of Members shall give newspaper advertisement for Book Closure at least 7 days prior to the Book Closure in vernacular newspaper in the principle vernacular language of the District and having a wide circulation in the place where registered office of the Company is situated also at least once in English Language in an English Newspaper circulating in that district and having wide circulation in the place where the Registered office of the Company is situated.

However, during the period under review, the Company has not complied with the requirement of Section 91 of the Companies Act read with Rule 10 of the Companies (Management and Administration) Rules, 2014.

4. The Composition of the Nomination and remuneration Committee is not adequate and proper as required under Sec 178(1) of Companies Act, 2013 and under Regulation 19(1) (b) and (c) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

5. Regulation 14 of the SEBI (Listing Obligations and Disclosures Requirements) Reg. 2015- Payment of Annual Listing fees to Stock Exchange within 30 days from Financial Year end.

The Company did not make the payment of Listing fees to the BSE Limited for Financial Year2023- 2024 within due dates.

I further report that following ROC forms were filed with MCA after due date with penalty:

Sr. Name of Form	SRN	Date of filing Form	ROC Fees with Additional Fees
1. INC22	AA3769944	03-08-2023	6600
2. MGT14	AA5979097	27-10-2023	1800

I further report that:

a) 17350000 equity shares of Re. 1/- each allotted on 05-05-2023 having distinctive no. 4800001 to

22150000 at a par to Promoter and Non-Promoter on a preferential basis pursuant to conversion of warrants:

b) 23475000 equity shares of Rs. 1/- each at par allotted on 10-02-2024 having distinctive No.

22150001 to 45625000 to Promoter and Non-Promoters on a preferential basis pursuant to conversion of warrants.

I further report that Public Announcement (PA) was made on 22-02-2024 for announcement of Open Offer For Acquisition of Up to 1,28,89,500 (One Crore Twenty Eight Lakh Eighty Nine Thousand Five Hundred) Fully Paid-Up Equity Shares of Face Value of f 1/- Each ("Equity Shares"), Representing 26% of Share Capital as mentioned in the PA, of RKD AGRI & RETAIL LIMITED ("Target Company"), by Nilesh Malshi Savla ("Acquirer 1") and Meena Nilesh Savla ("Acquirer 2") (Acquirer 1 And Acquirer 2 Collectively Referred to As "Acquirers"), from PA The Target Company, Pursuant to And In

Compliance With Regulation 3(1), 3(2) And 3(3) Read With Regulations 13, 14 And 15(1) Of The SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED ("SEBI (SAST) REGULATIONS, 2011").

I further report that; as informed to me, there is no such instance/ transactions where the approval required to be taken from the Central Government, Tribunal, Regional Director, Registrar, court or such other authorities under the various provisions of the Act, however, as per my observations those offences compoundable under the Act shall be compounded.

I further report that; Securities and Exchange Board of India (SEBI) and Exchanges in order to enhance market integrity and safeguard interest of investors, have introduced Graded Surveillance Measures (GSM) wherein certain identified securities shall be subjected to enhanced monitoring and surveillance actions. The Company is kept under Graded Surveillance Measures (GSM) by BSE Limited.

Adequate notice for the Board/Committee Meetings was given to all directors to schedule the Board/Committee Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

I further report that; as represented by the Company and relied upon by us there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period the Company has not passed any such Resolutions which may have major bearing on the Companys affairs except as reported in this report in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.:

I further report that during the audit period, there were instances of:

Public/Right/Preferential Issue of securities; -

Allotment of Equity Shares pursuant to Conversion of Warrants as per preferential allotment basis. Redemption/Buy Back of Securities; NA

I further report that the compliance by the Company of applicable financial laws, like direct and indirect tax laws, Accounting Standards etc. has not been reviewed in this Audit, since the same is subject to review by designated professional/s during the course of statutory financial audit.

I further state that my report of even date is to be read along with "Annexure - A" appended hereto.