RPP Infra Projects Ltd Directors Report

Dear Members,

Your Directors take pleasure in presenting their 30thAnnual Report on the business and operations of the Company together with the
Audited Financial Statements for the year ended 31st March 2025.

1. Financial Highlights (Standalone and Consolidated)

During the year under review, performance of your Companys standalone and consolidated results are as under:

(? in Crore)

Particulars	Year ended
	31-Mar-25	31-Mar-24	31-Mar-25	31-Mar-24
	Standalone		Consolidated
Turnover	1431.55	1332.39	1439.43	1353.41
Profit/(Loss) before taxation	85.98	92.58	85.80	84.27
Less : Tax expense	20.50	27.07	20.50	27.07
Profit/(Loss) after tax	65.47	65.52	65.29	57.20
Add : Balance B/F from the previous year	281.00	209.55	272.74	215.54
Balance Profit / (Loss) C/F to the next year	346.31	281.00	338.84	272.74

2. Operation and Performance Review

The financial year 2024-25 represented a good year for the
Company. Companys revenue increased by 7.44% in the
financial year 2024-25 as compared to the previous financial
year, and profitability also minor change as compared to the
previous financial year 2023-24.

Companys performance increase in the current year and
expects to maintain same in coming year. Current year
company awarded more contract and have strong work
order 2762.89.

The operation of the company has been almost on the
similar line. The Company had a turnover of Rs. 336.12 Crores
during first quarter with PBT of Rs. 23.65Crores and PAT of
Rs. 16.51 Crores. In the second quarter, Company achieved
a turnover of Rs. 394.28 Crores with PBT of Rs. 26.59 Crores
and PAT of Rs. 18.28 Crores. Third quarter was decreased
in turnover to Rs. 351.59 Crores, with PBT Rs.26.47 Crores
and PAT of Rs. 18.62 Crores. Last quarter had a turnover of
Rs. 345.88 Crores, with PBT of Rs. 8.38 Crores and PAT of
Rs. 8.38 Crores.

Standalone Results

During the year under review, revenue from operations
Increased to Rs. 1431.55 Crores from Rs.1332.39 Crore in
the previous year, reflecting increase of 7.44% from last
financial year.

Profit after tax decreased to Rs.65.47 Crore during the
financial year as against Rs. 65.52 Crore for the previous
financial year. The Companys net worth increased to Rs.
512.63 Crore as on 31st March 2025 as compared to Rs.406.28

Crore as on 31st March 2024. The increase in Net Worth of
the Company is primarily on account of the conversion of
warrants into equity shares during the year.

Consolidated Results

Consolidated revenues for the year under review were
Rs.1439.43 Crore as against Rs. 1353.41 Crore in the previous
financial year, recording increase of 6.36 % as compared to
previous financial year.

Consolidated profit after tax increased toRs.65.29 Crores
against Rs. 57.20 Crore for the previous financial year. The
Companys consolidated net worth increased to Rs.521.37
Crore as on31st March 2025 from Rs. 414.23 Crore as on
31st March 2024. The increase in Net Worth of the Company
is primarily on account of the conversion of warrants into
equity shares during the year.

I n accordance with the Indian Accounting Standard-27 on
consolidated financial statements, the audited consolidated
financial statements are also provided along with standalone
financial statement in the Annual report.

3. Companys Affairs and Future Outlook

The Company had performed well in the current year despite
increase in labour cost and interest cost, which has resulted
to maintain the same level of profit with high turnover.

Your Company continues to have strong order book which
at the end of the financial year 2024-25 stood at Rs. 2762.89
Crores.

Your Company is bound to have better performance as the
contract and orders are from the G overnment, who are safest

customer and provides stability to company even in most
challenging time. Your Company has received the following
major contract during the financial year 2024-25 and till the
date of this report, and Company has continued its focus to
small and midsized project in segment of Building, water
and infrastructure domain:

? Construction of New district jail - 1026 capacity at
Hatharas District, UP on EPC mode for Rs 152.11 crores.

? Construction of New district jail - 1026 capacity at Hapur
District, UP on EPC mode for Rs 158.81 crores.

? New District jail - 1026 capacity at Jaunpur District, UP on
EPC mode for Rs 247.68 crores.

? Formation of Balance Internal Roads including
Construction of RCC Side Drain & Culverts and Providing
Street Lights at Mega Leather Park Panapakkam in
Ranipet District for Rs 38.32 crores.

? Design and built 7 MLD product water conveyance
system from 20 MLD Tertiary Treatment Reverse Osmosis
(TTRO) plant at Kelaverapalli Hosur to Sipcot Industrial
Park Shoolagiri Phase I and II, Krishnagiri District with O
and M for 1 year on DBO system. Providing Internal water
supply arrangement including construction of 2 nos of
pump room for Rs 35.60 crores.

? Construction of Service supporting structures, RCC
culverts, sewer line and associated works in between
Building NO 503, 401, 306 & 307 at FRFCF project site at
Kalpakkam for Rs 21.83 crores.

? Construction of Integrated Storm Water Drain Works in
M1 & M2 Components in Kovalam Basin in Expended
Areas in Greater Chennai Corporation Package 16
covering various Streets of Zone 15 under Kfw fund for
Rs 87.56 crores.

? Improvement to Kothore Digar Satana Malegaon
Chalishgon Pachora Shendurni Pahar Wakadi Road SH-19
km183/600 to 219/200 Taluka Jammer District Jalgoan,
State of Maharashtra for Rs 217.61 crores.

? EPC KN-I (5C) - Construction of Concrete Pavement Road
& Reconstruction & widening of Bridges Culverts for i)
Alibag Bypass Road (Pen Road Junction) to Alibag Roha
Junction to Belkade to Garudpada Nagaon Hatale to
Revdanda Bridge Road MSH-4 Km.262/500 to 280/745 in
the State of Maharashtra for Rs 201.94 crores.

? EPC NSKHI (28C) - Improvement to Pachorowadi
-Shewale- Satgaon Road SH-40 km 94/600 to 11/350 Tal
Pachora Dist. Nashik for Rs 116.68 crores.

? Improvement of Poldhapur Mahabhaleshwar Wai Surur
Road SH 139 km 0/000 to 24/000 total length 24.2 km in
the state of Maharashtra - work in the name of RPP_SIPL
JV (51/49) for Rs 64.99 crores.

14

? Erection, Testing & Commissioning of Air Cooled
Condenser (ACC) and associated auxiliaries of Unit 2 at
3x800 MW PVUNL STPP Patratu, Jharkhand for Rs 28.77
crores.

? Construction of Nozzle assembly and segment
preparation facility (NASPF) at SSLV Launch Complex,
Thiruchendur and Sathankulam Taluk, Tuticorin District
for Rs 22.52 crores.

? Construction of Non Destructive Test facility (NDTF) at
SSLV launch complex Thiruchendur and Sathankulam
Taluk ,Tuticorin District for Rs 23.44 crores.

? Construction of customs office, medical facility centre,
creche buildings, canteen, convention centre, A.O.
Block, entrance arch, plug-and-play warehouse, water
supply system, sewerage system, compound wall at SIP,
Panapakkam for Rs 108.80 crores.

? Widening from Two Lane to Four Lane of Avinashi -
Mettuppalayam Road for Rs 62.78 crores.

? Improvements to Existing Water Supply Scheme for Avadi
City Municipal Corporation - Improvement of existing
water supply distribution System for Avadi city municipal
corporation along with left out areas including operation
& maintenance of 5 years for Rs 55.50 crores.

? Package-I Improvement of Water Supply In Various
Depots In Area Iv & V Under Vadachennai Valarchi Thittam
for Rs 80.98 crores.

Major project awarded after 31st March 2025

? Supply of Factory Finished Fabricated Structure of
Boiler (Columns (Plus, Plus-I and Box etc.), Bracings,
Wall beams, Floor Beams, Trusses etc.) up-to Project
Site, based on input design & detailed drawing, Quality
Work Instructions (QWIs) and Technical Specification as
provided by BHEL for Unit#1 and Unit#2 of 2X800 MW
Koderma Project for Rs 131.05 crores.

? Development of UPSIDA Industrial Area at Bharapachpera,
Pilibhit U.P for Rs 350 crores.

The details of the affairs of the Company and future
outlook had also been provided at other places including
Management Discussion and Analysis Report forming part
of this report.

\. Change in Nature of the Business

There was no change in the nature of the business of the
Company further its subsidiaries during the financial
year except the Lunkar Finance private limited that has
surrendered Certificate of Registration (CoR) to RBI and
subsequently changed the name from Lunkar Finance
private limited to sprinkle assets private Limited having its
object as Real Estate in MOA.

Dividend

The Board of Directors is pleased to recommend declaration
of a final dividend amounting to ?0.5/- per Ordinary/Equity
Share of face value ?10/- each fully paid-up equity share..

The Dividend is subject to approval of members at the
ensuing Annual General Meeting and shall be subject to
deduction of income tax at source.

The dividend recommended is in accordance with the
Companys Dividend Distribution Policy. The dividend if
declared shall be paid within prescribed timeline.

5. Transfer to Reserves

Company has not transferred any amount to the reserve
during the year.

6. Share Capital

During the financial year, the paid-up capital of the
Company increased to Rs.49.58 Crores from Rs. 37.95 Crores
in the previous year.

During the year, 139709 partly paid was converted into fully
paid up shares and 1,15,00,000 warrants was converted into
Equity shares and 94,666 partly paid shares was forfeited
due to non receipt of call money.

Right Issue

Your Company has made right issue of 1.60 Crores Equity
Shares at a price of Rs. 30 per share aggregating uptoRs.48
Crores. The right basis was made to the existing equity
shareholders in the ratio of three right equity shares for
every five fully paid equity shares held by the shareholders.

Based on application, the Company has allotted 1,42,30,000
equity shares on 26th October 2021 on receipt of Rs. 18
(including premium of Rs.12). Further, Company has made
first and final call of balance Rs. 12 (including premium of Rs.
8) on 3rd February 2022.

During the year, 139709 partly paid shares was converted
into fully paid up shares.

Company has converted total 1,41,35,334 partly paid shares
into fully paid shares and Balance 94,666 Partly paid shares
is forfeited by company as on 2nd Aug,2024 and forfeiture
process is completed at the end of march 2025.

Forfeiture of Partly paid share

On august 2, 2024, the Company forfeited 94,666 equity
shares of face value ?10 each on account of non-payment
of the call money due. BSE and NSE approved forfeiture of
94,666 equity shares as on 14th Feb, 2025 and 25th Nov,2025
respectively.

Preferential Issue

Your company has made preferential issue of 300000 equity
share and 1.15 crores warrants @44.25 per share/warrants.
Company has made allotment of 300000 equity share of the
face value 10 and 1.15 crores convertible warrants is issued
@44.25 warrants as on 06th March, 2023 and each warrant
will be converted into one equity share of face value of
10 each within the 18 months time limit from the date of
allotment.

Allotment Committee of Board of Director held on 29th
August, 2024 approved the allotment of equity shares on
conversion of 11500000 warrants into 11500000 equity
shares at an price of Rs. 44.24 per equity shares (including
Rs. 34.25 premium per share) each non promoter category
on preferential basis, upon receipt of amount aggregating
to 381656250 (being 75% of the issue price per warrant).

One warrants at the rate of Rs. 44.25 will be converted into
one equity share at the rate of Rs. 44.25.

The Company has received the trading approval of
1,15,00,000 warrants converted into Equity from NSE and
BSE w.e.f 22th May 2025. Company has obtained trading
approval form NSE vide letter NSE/LIST/ 48201 dated 22 May
2025 and from BSE vide letter LOD / PREF / SV / 334/ 2025-
2026 dated 22th May, 2025.

Authorized Share Capital

During the year there is no change in authorised capital
and remain same as 50 crores authorised capital.

. Annual Return

The Annual Return in the e-form MGT - 7 for the financial
year 2024-25 is provided on the Companys website at
web-link http://www.rppipl.com/investor.php and may be
treated as part of Board Report.

. Board of Directors and Meetings of the
Board

The Board is properly constituted with an appropriate mix
of executive, non- executive and independent directors to
maintain the independence of the Board and to separate
the Board functions of governance and management.

The Board is constituted in compliance with Section 149 of
the Companies Act, 2013 and Regulation 17 of SEBI (LODR)
Regulations, 2015. The total strength of the Board comprised
of Nine directors during financial year 2024-25. Board
comprised of four executive directors, and Five independent
directors, with one woman director being part of Board.
The composition of the Board was proper throughout the
financial year as per Companies Act, 2013 and SEBI (LODR)
Regulation, 2015.

During the year under review, the following changes took
place in the composition of the Board of Directors of the
Company:

1. Resignation

Mr. P. Murlidasan, Non-Executive Director, resigned
from the Board with effect from 13th November 2024.
The Board places on record its appreciation for the
valuable contribution made by him during his tenure.

2. Appointments on 13th November 2024

The Board, on the recommendation of the Nomination
and Remuneration Committee, appointed:

(a) Mr. Chinniampalayam Kulandaisamy
Venkatachalam (DIN: 00125459) as an Additional
Director.

(b) Mr. Anandavadivel Sathiyamoorthy (DIN:
07783796) as an Additional Director.

(c) Mr. Venkatesan Ellaiah Naidu (DIN: 07389056) as
an Additional Director (Independent), subject to
the approval of shareholders.

(3) Appointment on 31st December 2024

(a) The Board appointed Mr. Marappan Murugesan
as an Additional Director (Independent), subject
to the approval of shareholders.

(4) Regularisation of Directors through Postal
Ballot

Pursuant to the approval of the shareholders vide
Postal Ballot on 10th February 2025:

(a) Mr. C.K. Venkatachalam (DIN: 00125459) was
appointed as an Executive Director for a period of
five years.

(b) Mr. Anandavadivel Sathiyamoorthy (DIN:
07783796) was appointed as an Executive
Director for a period of five years.

(c) Mr. Venkatesan Ellaiah Naidu (DIN: 07389056)
was appointed as an independent Director for
Two years.

(d) Mr. Marappan Murugesan (Din: 07900558) was
appointed as a Non-Executive-Independent
Director of the Company for Five Years.

More details about the Board, including the profile of
directors are provided in the Corporate Governance Report
forming a part of the Board Report.

During the financial year 2024-25, Nine Board Meetings
were held on 29st May2024, 02thAug, 2024,12th August

2024, 06th Sept,2024,13th November 2024, 31th December
2024, 12th Feb 2025 ,03th March,2025 and 26 March,2025.

The attendance of Directors in the Board meeting is provided
below:

Name of the Director	Number of Meetings Held	Number of Meetings Entitled To Attend	Number of Meetings Attended
Mr. P Arulsundaram	9	9	6
Mrs. A Nithya	9	9	9
Mr. P Muralidasan	5	5	5
Mr. Thangavel	9	9	9
Mr. P R Sundararajan	9	9	9
Mr. R. Kalaimony	9	9	9
Mr. Venkatesan Ellaiah Naidu	5	5	5
Mr. C.K. Venkatachalam	5	5	4
Mr. Anandavadivel Sathiyamoorthy	5	5	4
Mr. Marappan Murugesan	4	4	4

During the year, two postal ballot meeting were conducted
on 10 April, 2024 and 10 Feb, 2025 and AGM Date is 28th
Sept 2024.

9. Loan, Guarantees and Investments under
Section 186

During the financial year 2024-25, the Company has not
made any investment, granted any loan or extended any
guarantee or provided any security in connection with the
loans to other companies.

Company has incorporated two joint venture in form of
partnership namely RPP- BCC JV and RPP- Venkatesan JV for
bidding various project and the said partnership has also
been awarded with the contract.

Further, Company has not made any loan or guarantee
or security or investment in subsidiaries including
wholly owned subsidiaries or joint venture during the
financial year 2024-25.

Please refer to note no. 6 of Notes to Accounts for details of
all investments made by the Company.

10. Contracts or Arrangements with Related
Parties

The particulars of contracts or arrangements with related
parties referred to in Section 188(1) of the Companies Act,
2013, for the financial year 2024-25 in the prescribed format,
AOC - 2 has been enclosed with this report as Annexure - 1.

The Company do enters into bidding agreement with various
parties including related parties for making of bidding

to various Government Departments as per qualification
criteria. These agreements when made are made in ordinary
course of business and on arms length basis as acceptable in
this industry. Company ensures to have similar/ same terms
and conditions for all agreements, including with related
party. These are as per the bidding agreement, where formal
agreement needs to be entered on award of the work by the
Government Department.

Company do obtain omnibus approval of the Audit
Committee and wherever it goes forward for contract and
also obtains Board/ Members approval. Company will also
approach for omnibus approval to the shareholders to seek
their prior approval as some of these may be material related
party transection as per SEBI LODR Regulation, 2015. These
will work as omnibus approval. Company will ensure that
any contracts/ agreements as made, are in ordinary course
of business and at arms length price.

11. Material Changes Affecting the Financial
Position of the Company

There are no material changes affecting the financial
position of the Company which have occurred between the
end of the financial year of the Company i.e., 31st March
2025 and till the date of the Directors Report.

12. Conservation of Energy, Technology,
Absorption, Foreign Exchange Earnings and
Outgo

I nformation as per Section 134 (3) (m) of the Companies
Act, 2013, read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 relating to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo has
been enclosed with this report as Annexure - 2.

13. Subsidiaries, Joint Venture and Associate

The Company at the end of financial year has a total
of six subsidiaries out of which four are wholly owned
subsidiaries (WOS),one is step-down subsidiary and one
company though subsidiary is in nature of joint venture.
RPP-Annai(JV) Private Limited has been incorporated as
subsidiary as Company holds 51% in it, however, it is a joint
venture company.

Company has incorporated two Joint venture namely, RPP-
BCC JV, and RPP-VENKATESAN JV, and during the financial
year 2024-25 which is joint venture partnership/association
for bidding and taking up various contract and to meet the
eligibility criteria in the tenders.

Further, your Company from time to time enters into bid
arrangement/ understanding for quoting for projects or

undertaking projects under joint venture and they may
be incorporated as company/ partnership/ association of
persons in case of award/ allotment of project or otherwise
as may be decided by the Company.

A brief of the subsidiaries is provided below for
your information.

R.P.P Infra Projects (Lanka) Limited, Sri Lanka

R.P.P Infra Projects (Lanka) Limited is a wholly owned
subsidiary of your Company based in Sri Lanka. The
Company, during 2014-15 successfully completed a housing
project for the internally displaced people of Sri Lankas
Northern Province for which Hindustan Prefab Limited were
the Project consultant.

The Sri Lankan Residential Complex project named "Legend
96" is under the preliminary stage. We have formed a new
wholly owned subsidiary company Lanka for the purpose
of available local tax and duty benefits. Over 12 approvals
are required from the local and state authorities of Sri Lanka
for foreign investments and building approvals. Application
for all the approvals are submitted and are expected to be
finalized over the period.

The Company has not taken up any new project during the
year under review and has no operating revenues during
the financial year ended 31stMarch 2025. The Company
recorded a net loss of -0.07 Crore for the year ended
31stMarch 2025.

R.P.P Infra Overseas PLC, Mauritius

R.P.P Infra Overseas PLC is a wholly owned subsidiary of
your Company based in Mauritius. The principal activity of
the Company is to provide infrastructure project- related
consultancy services and SPV for foreign investment.

The Company had no operating revenues during the
financial year ended 31st March 2025 and had a very
insignificant net loss for the year.

Sanskar Dealcom Private Limited, India

Sanskar Dealcom Private Limited, a wholly owned subsidiary
of your Company, is engaged in activities that includes being
distributors, agents, traders, merchants, contractors, brokers
and otherwise deal in merchandise and articles of all kinds
including clearing agents, freight contractors, forwarding
agents, licensing agents, general brokers and to carry any
kind of commercial business.

The Company had no operational revenues during the year
ended 31st March 2025 and had a very insignificant net loss
for the year.

Greatful Mercantile Private Limited, India

Greatful Mercantile Private Limited, a wholly owned
subsidiary of your Company, is engaged in activities that
include being distributors, agents, traders, merchants,
contractors, brokers and otherwise deal in merchandise
and articles of all kinds including clearing agents, freight
contractors, forwarding agents, licensing agents, general
brokers and to carry any kind of commercial business.

The Company had no revenues from operations during the
year ended 31st March 2025 and had a very insignificant net
loss for the year.

Lunkar Finance Private Limited

Lunkar Finance Private Limited is a step-down subsidiary
of your Company. Sanskar Dealcom Private Limited and
Greatful Mercantile Private Limited holds the entire paid- up
capital of this company and hence step-down subsidiary of
your Company.

Lunkar Finance Private Limited has voluntary surrendered
the NBFC License. RBI has communicated the NBFC
cancellation letter on 24th Novembers 2023. The Company
has changed the object clause as real estate and change the
name as Sprinkle Assets Private Limited in Extra Ordinary
General Meeting held on 28th December, 2023. Company
has received the Roc approval for name change during
the year.

The Company had no operational revenues during the year
ended 31st March 2025 and had a very insignificant net loss
for the year.

RPP-ANNAI (JV) Private Limited

RPP- Annai (JV) Private Limited has been incorporated on
10th July 2019 to execute a project in joint venture with
Annai Infra Developers Limited. The entire paid up capital of
this company is held in ratio of 51% and 49 % respectively
between the company and joint venture partner.

The Company had operational revenues Rs. 8.21 Crores
during the year ended 31stMarch 2025 and had net loss
Rs. 0.07 crore for the year.

R.P.P Infra Projects Myanmar Ltd

RPP Infra Projects Myanmar Ltd is an associate of your
Company and has been struck off.

14. Consolidation of Accounts

Your Company has prepared Consolidated Financial
Statements as per Ind AS prescribed under Section 129 read
along with Section 133 and prescribed rules of Companies
Act, 2013. The Consolidated Financial Statements reflect
the financial position of the Company and Associates. As

required by Regulation 34 of the SEBI (LODR) Regulations
2015, the Audited Consolidated Financial Statements
together with the Independent Auditors Report thereon are
annexed and form part of this Annual Report.

15. Risk Management Policy

Risk management is an integral part of the business. The
risk management process, inter alia, provides for a review
of the risk assessment and mitigation procedures with
timely reporting to the management and review of the
identified risks at periodic intervals to assess the progress of
control measures.

The Audit committee of the Board also oversees and
serves as Risk Management Committee. The Board has also
constituted a Risk Management Team. The Committee had
formulated a Risk Management policy that outlines the
different kinds of risks and risk mitigating measures. The
major risks are reviewed for the change in their nature and
extent since the last assessment. It also provides control
measures for risks and future action plans. Your Board is
satisfied that there are adequate systems and procedures
in place to identify, assess, monitor and manage risks. The
Company believes that the overall risk exposure of present
and future risks remains within risk capacity.

The details about risk and its management is provided in
details appropriately in the report. The Risk Management
Team works and makes report to Audit Committee. The policy
and terms of reference have been provided in Corporate
Governance Report forming part of the Directors Report.

16. Directors and Key Managerial Personnel

During the financial year 2024-25, your Board had nine
directors and there is changes took place in composition
of the Board during the year. Details including profile of
Directors are provided in the Corporate Governance Report,
which forms a part of the Board Report.

More than Half of the Board of the Company comprises of
independent directors (ID) and the composition of the Board
of Directors are in compliance with regulation 17(1)(b) of SEBI
(Listing Obligations and Disclosure Obligations) Regulations
2015 and Section 149 of the Companies Act, 2013.

(A) During the year Following Appointment and
Resignations is recorded by the Company
(1) Appointed as on 02 August,2024

Mr. R Kalaimony (DIN-08551489) is appointed as an
Independent director of the Company for five years
w. e.f 12 Nov 2024 and the same was approved by the
shareholders at the Annual General Meeting held on
September 28, 2024.

(2) Resignation as on 13th November, 2024

Mr. P. Murlidasan, Non-Executive Director, resigned
from the Board with effect from 13th November 2024.
The Board places on record its appreciation for the
valuable contribution made by him during his tenure.

(3) Appointments on 13th November 2024

The Board, on the recommendation of the Nomination
and Remuneration Committee, appointed:

(a) Mr.ChinniampalayamKulandaisamyVenkatachalam
(DIN: 00125459) as an Additional Director.

(b) Mr. Anandavadivel Sathiyamoorthy (DIN:
07783796) as an Additional Director.

(c) Mr. Venkatesan Ellaiah Naidu (DIN: 07389056) as
an Additional Director (Independent), subject to
the approval of shareholders.

(4) Appointment on 31st December 2024

(a) The Board appointed Mr. Marappan Murugesan
as an Additional Director (Independent), subject
to the approval of shareholders.

(5) Regularisation of Directors through Postal Ballot

Pursuant to the approval of the shareholders vide
Postal Ballot on 10th February 2025:

(a) Mr. C.K. Venkatachalam (DIN: 00125459) was
appointed as an Executive Director for a period of
five years.

(b) Mr. Anandavadivel Sathiyamoorthy (DIN:
07783796) was appointed as an Executive
Director for a period of five years.

(c) Mr. Venkatesan Ellaiah Naidu (DIN: 07389056)
was appointed as an independent Director for
Two years.

(d) Mr. Marappan Murugesan (Din: 07900558) was
appointed as a Non-Executive-Independent
Director of the Company for Five Years:

(B) Event occurring after financial results that
need to considered in ensuing AGM.

(1) Mr. P Arul Sundaram (DIN: 00125403) would be
appointed as Chairman cum managing director
for a period of 5 years w.e.f. 1st April,2026 to
March,31, 2031 with the Remuneration of 10
Lakhs in ensuing AGM. The same has been duly
approved by the Board of Directors based on
the recommendation of the Nomination and
Remuneration Committee.

(2) Mrs A Nithya(DIN: 00125357) would be appointed
as Whole Time Director and Chief Financial
Officer for a period of 5 years w.e.f. 1st April,2026
to March,31, 2031 with the Remuneration of 5
Lakhs in ensuing AGM. The same has been duly
approved by the Board of Directors based on
the recommendation of the Nomination and
Remuneration Committee.

Brief resume of the Director proposed to be
re-appointed has been provided in the Notice
convening the Annual General Meeting. Specific
information about the nature of his expertise
in specific functional areas and the names of
the companies in which he held Directorship
and membership/chairmanship of the Board
Committees as per regulation 26(4) of SEBI
(Listing Obligations and Disclosure Obligations)
Regulations, 2015 have also been provided

Mr. Shammi Prakash is appointed as Company
Secretary cum compliance officer as on 30th
March, 2023. And there are no change of
Company Secretary during the year.

Significant and Material Orders Passed by the
Regulators, Courts Or Tribunals

There are no significant material orders passed by
the Regulators / Courts / Tribunals which impact
the going concern status of the Company and its
future operations.

WRIT Petition is under process against the
Income Tax Settlement Commission Order which
has been completed in the Financial Year 2019-20
and Tax due has been paid as per ITSC order in
three Installments. Two Installments paid in the
Financial year 2019-20 and due to Covid 19 final
Installment paid in Financial year 2020-21.

WRIT Petition is under process against the
Income Tax Settlement Commission Order which
has been completed in the Financial Year 2019-
20 and Tax due has been paid as per ITSC order
in three Installments. Two Installments paid in
the Financial year 2019-20 and due to Covid 19
final Installment paid in Financial year 2020-21.
The department had went on an appeal against
the settlement commission which had been
dismissed by the Honble High Court. We have
received an order in favour of us whereas the case
is dismissed. The company is awaiting final order
for clearance demand from the department.

Events reported after the end of the financial year but
before signing of this Report:

During the current financial year 2025-26, the Central
Government has ordered an investigation on the
affairs of the Company for submission of Audited
Financial Statements from the financial year 2009-10
till financial year 2016-17; Minutes of the Board and
other Committees from the financial year 2009-10 till
2020-21; Books of Accounts and other financial records
for the financial year 2009-10 till 2020-21.

The Company is in the process of submitting the
documents and is cooperating with Roc.

17. Insurance

All insurable interest of the Company including, buildings,
furniture and fixtures and other insurable interest are
adequately insured.

18. Statement in Respect of adequacy of
Internal Financial Control with Reference to
the Financial Statements

Internal Controls

A robust system of internal control, commensurate with
the size and nature of its business, forms an integral part
of the Companys corporate governance policies. Internal
Audit has been conducted by qualified external and internal
auditors. Findings of the internal auditor are reviewed by
the management and the report of internal auditor is placed
before the Audit Committee and proper follow-up action
are ensured wherever required. The Statutory Auditors have
evaluated the system of internal controls of the Company
and have reported that the same are adequate and
commensurate with the size of the Company and nature of
its business.

Internal Financial Controls

As per Section 134(5) (e) of the Companies Act, 2013, the
Directors have an overall responsibility for ensuring that the
Company has implemented robust systems and frameworks
of internal financial controls.

These include those policies and procedures that:

i. Pertain to the maintenance of records which in
reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the
Company

ii. Provide reasonable assurance that transactions are
recorded as necessary to permit preparation of the
financial statements in accordance with generally

accepted accounting principles and that the receipts
and expenditures are being made only in accordance
with authorizations of the management and the
Directors of the Company and

iii. Provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or
disposition of assets that can have a material effect on
the financial statements.

This provides the Directors reasonable assurance regarding
the adequacy and operating effectiveness of controls with
regards to reporting, operational and compliance risks to
enable them to meet these responsibilities. The Company
has devised appropriate systems and frameworks including
proper delegation of authority, policies and procedures,
effective IT systems aligned with business requirements,
internal audit framework, risk management frameworks and
whistle blower mechanism.

The Audit committee regularly reviews the internal control
system to ensure that it remains effective and aligned with
business requirements. Where weaknesses are identified
as a result of the reviews, new procedures are put in place
to strengthen controls and are in turn reviewed at regular
intervals.

The Company has developed a framework for designing and
assessing effectiveness of internal controls over financial
reporting and has already laid down entity-level policies
and process-level standard operating procedures.

The entity-level policies comprise anti-fraud policies (code
of conduct including conflict of interest, confidentiality
and whistle blower policy) and other policies (organization
structure, roles and responsibilities, insider trading policy,
related party policy, prevention of sexual harassment policy,
risk management policy, policy for materiality of information
or events and policy for preservation of documents). The
Company has also prepared standard operating Practices for
each of its processes of revenue to receive, procure to pay,
hire to retire, finance and accounts, fixed assets, treasury,
inventory, operations and administrative expenses.

The management assessed the effectiveness of the internal
financial controls over financial reporting as of 31st March
2025 and the Board believes that the controls are adequate.

19. Deposits

The Company has not accepted any deposits from members
or the public in terms of Section 73 or Section 76 of the
Companies Act, 2013.

20. Declaration by Independent Directors

The Independent Directors have submitted the declaration
of independence, stating that they meet the criteria of
independence as provided under Section 149(6) of the
Companies Act, 2013 and SEBI LODR Regulations, 2015.

21. Receipt of any Commission by Managing
Director/ Whole Time Director from the
Company or Receipt of Commission/
Remuneration from Subsidiary

The Managing Director/Whole Time Director are not in
receipt of any commission from the Company or any
commission/remuneration from any of subsidiaries.

22. Independent Auditor

M/s KRSG ASSOCIATES, Chartered Accountants firm (Firm
No. 007506S) were appointed as a Statutory Auditor of
the Company for the term of 5 Consecutive years from
the conclusion of 29th Annual General Meeting till the
conclusion of the 34th Annual General Meeting of the
Company".

The Auditors have confirmed that they have subjected
themselves to the peer review process of Institute of
Chartered Accountants of India (ICAI) and hold valid
certificate issued by the Peer Review Board of the ICAI.

Statutory Auditor, M/s KRSG ASSOCIATES Chartered
Accountant Firm, have confirmed their eligibility for
continuing as Statutory Auditors of the Company.

23. Cost Auditor

As per the requirement of Section 148 of the Companies
Act, 2013 the Board of Directors, on the recommendation
of Audit Committee, has appointed Ms. Rajam Alwan, Cost
Accountant, (Registration No. 45812) as Cost Auditor to
audit the cost accounts of the Company for the financial
year 2024-25 and Ms. Rajam Alwan, Cost Accountants
(Registration No. 45812) be and are hereby re-appointed as
the Cost Auditors of the company to conduct audit of cost
records made and maintained by the company for financial
year commencing on 1st April 2025 and ending on 31st
March 2026.

A proposal for ratification of remuneration of the Cost
Auditor for the FY 2025-26 is placed before the Shareholders
for approval in the ensuing AGM.

Cost records as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013,
are maintained by the Company. Cost Auditor has provided
his report on the audit of cost records which has been duly
filed with Registrar of Companies.

24. Secretarial Audit Report

Pursuant to the amended provisions of Regulation 24A of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 204 of the Companies Act,
2013, the Audit Committee and Board of Directors have
approved and recommended to appointment of Lakshmmi
Subramanian & Associates, practising Company Secretaries
firm, as Secretarial Auditor of the Company for a term of Five
consecutive years from year 2025-26 to 2029-30 subject to
approval of Members at ensuing AGM.

The Secretarial Audit report issued by Lakshmmi
Subramanian & Associates, Company Secretaries firm in
Form MR-3 pursuant to Section 204(1) of the Companies
Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration Personnel) Rules, 2014, has been enclosed
with this report as Annexure - 4.

No qualification has been made by the Secretarial Auditor
except there was a delay in transferring the amount lying
in unclaimed dividend account to the Investor Education
and Protection Fund pertaining to the Financial year 2014-
15. Due to freeze of unclaimed Dividend Account by Income
Tax Department, Company is not able to transfer the said
amount and company is continuing to be in touch with
the bank and Income Tax Department to unfreeze the
unclaimed dividend account.

25. Auditors Report

The Statutory Auditors Report for both standalone and
consolidated financial statements of the Company is No
qualification has been made by statutory auditor except
the delay in transfer of unclaimed dividend and loan provide
to subsidiary without charging interest during the year.
subsequently the company charge the interest from the
date of grant of loan

26. Audit Committee

The Company has Audit Committee in compliance to
the Section 177 of Companies Act, 2013 and SEBI (LODR)
Regulations, 2013. The details about composition of the
Audit Committee, its terms of reference, meetings, etc. have
been provided in the Corporate Governance Report.

There were no such incidences where the Board has not
accepted the recommendations of the Audit committee
during the year.

27. Corporate Social Responsibility (CSR)

The Company has Corporate Social Responsibility Committee
in compliance to the provisions of the Companies Act, 2013.
The Committee has adopted policy for Corporate Social

Responsibility. The Committee defines the parameters
and observes them for the effective discharge of social
responsibility of the Company.

A report on Corporate Social Responsibility, including
details as per Rule 8 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 is enclosed with this
report as Annexure - 5.

28. Nomination & Remuneration Committee

The Company has constituted Nomination and
Remuneration Committee in compliance to the Section 178
of Companies Act, 2013 and SEBI (LODR) Regulations, 2013.
The Company strongly believes that its human resource has
infinite potential and therefore, their development is the
key to organizational effectiveness. We commit ourselves
to integrate human resources with organizational growth
and development for mutual benefit. The Nomination and
Remuneration policy has been formulated in compliance to
the requirement of Companies Act, 2013 and SEBI (LODR)
Regulations, 2013.

The details about composition of the Committee,
Nomination and Remuneration Policy and other terms
and condition, including its terms of reference, have been
provided in the Corporate Governance Report.

29. Performance Evaluation

Pursuant to provisions of the Companies Act, 2013, and
SEBI (LODR) Regulation, 2015, the Board has carried out an
annual performance evaluation of its own performance, the
Directors individually, including Independent Directors, as
well as the evaluation of the working of its Committees, i.e.,
Audit and Nomination & Remuneration committees.

A structured format was prepared to rate after taking into
consideration inputs received from Directors covering
various aspects of the Boards functioning such as adequacy
of the composition of the Board and its Committees, Board
culture and execution and performance of specific duties,
obligations and governance.

A separate exercise was carried out to evaluate the
performance of Independent Directors. The performance
evaluation of Independent Directors was carried out by the
entire Board. The performance evaluation of the Chairman
and the Non Independent Directors was carried out by the
Independent Directors.

The mechanism for the evaluation of the Board is given in
detail in the Corporate Governance report.

30. Human Resources

Your Company takes pride in the commitment, competence
and dedication shown by its employees in all areas of its

business. It considers people as its biggest assets. It has put
concerted efforts in talent management and succession
planning practices, strong performance management
and learning and training initiatives to ensure that your
Company consistently develops inspiring, strong and
credible leadership. Your Company facilitates proper
induction and appropriate upgrade for the skills.

31. Disclosure on Establishment of a Vigil
Mechanism

The Board of Directors has adopted a Whistle Blower policy.
The policy aims for conducting the affairs in a fair and
transparent manner by adopting the highest standards of
professionalism, honesty, integrity and ethical behaviour.
Directors and all permanent employees of the Company
are covered under the Whistle Blower Policy. A mechanism
has been established for Directors/ Employees to report
concerns about unethical behaviour, actual or suspected
fraud or violation of code of conduct and ethics. It also
provides for adequate safeguards against the victimization
of Directors/ Employees who avail of the mechanism
and allows direct access to the Chairperson of the Audit
Committee in exceptional cases. A copy of the Whistle
Blower Policy is also hosted on the website of the Company.

32. Secretarial Standard

The company has complied with the Secretarial Standards,
SS-1 and SS-2 issued by the Institute of Company Secretaries
of India on Board Meetings and General Meetings
respectively.

33. Managerial Remuneration

Disclosures pursuant to Rule 5 of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 has
been enclosed with this report as Annexure - 6.

34. Disclosure as per Listing Regulations

Disclosures pursuant to Regulation 34 read with Schedule V
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015 has been provided in Annexure - 7 apart
from those which are provided/ covered in Corporate
Governance.

35. Management Discussion and Analysis report

As per Regulation 34(3) and Schedule V of SEBI (LODR)
Regulation, 2015, a separate section on Management
Discussion and Analysis report forms an internal part of
Directors Report as Annexure - 8.

36. Corporate Governance

As per Schedule V of SEBI (LODR) Regulation, 2015, a separate
section on corporate governance practices followed by the

Company, report on Corporate Governance together with a
certificate confirming compliance and CEO/CFO Certificate
by the Managing Director and Chief Financial Officer forms
an integral part of this Directors Report as Annexure - 9.

37. Application made or any proceeding
pending under the Insolvency and
Bankruptcy Code, 2016

As per the information of the Company as on date of this
report, no proceeding is pending against the Company
under the Insolvency and Bankruptcy Code, 2016.

38. Companies (Auditors Report) Order, 2020

The report as provided is self- explanatory.

39. Disclosures under Sexual Harassment
of Women at Workplace (Prevention,
Prohibition &Redressal) Act, 2013

The Company has adopted a policy on prevention of sexual
harassment of women at workplace in accordance with the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and has also created
an Internal Complaints Committee headed by Mrs. A Nithya,
Whole-time Director and Chief Financial Officer of the
Company who directly reports to the Chairman & Managing
Director. During the financial year ended 31st March 2025,
the Company has not received any complaints pertaining
to sexual harassment. A copy of the policy on Sexual
harassment is also hosted on the website of the Company.

The details of complaints is as follows:

a) Number of complaints of sexual harassment received in the
year - Nil

b) Number of complaints disposed off during the year - Nil

c) Number of cases pending for more than ninety days - Nil
Statement of maternity benefit compliance:

During the year under review, the company had ensured full
compliance with provisions of the Maternity Benefit Act, 1961.
The company remains committed to upholding rights welfare
of its female employees by providing all statutory maternity
benefits.

40. Directors responsibility statement

I n accordance with the provisions of Section 134(5) of the
Companies Act 2013, your directors confirm that:

a) In the preparation of the annual accounts for the
financial year ended 31st March 2025, the applicable
accounting standards had been followed along with

proper explanation relating to material departures;

b) The Directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as at 31st March 2024 and of the profit /loss
of the Company for that period;

c) The Directors had taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013, for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d) The Directors had prepared the annual accounts on a
going concern basis;

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; and

f) 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.

41. Transfer to Investor Education and
Protection Fund

The Company transferred the dividend remaining unclaimed
by the members of the company to Investor Education and
Protection Fund. The detail pertaining to transfer has been
provided in corporate governance report.

42. Acknowledgment

Your Directors take this opportunity to offer their sincere
thanks to all stakeholders including the various departments
of the central and state governments, government agencies,
banks, financial institutions, shareholders, customers and
employees who through their continued support and co-
operation have helped in your Companys progress.

For and on behalf of the Board of Directors

P Arulsundaram

Chairman & Managing Director

DIN 00125403

 

Place: Erode

Date: 06th Sept 2025