Saffron Industries Ltd Directors Report

DIRECTORS REPORT

To,

The Members of,

SAFFRON INDUSTRIES LIMITED

NAVA-BHARAT BHAWAN, CHATRAPATI SQUARE,

WARDHA ROAD, NAGPUR- 440015

The Directors are pleased to present to you the Thirty-Second Annual Report of SAFFRON INDUSTRIES LIMITED ("the Company") together with the Audited Financial Statement for the financial year ended on 31^st March 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

During the year under review, the Company registered a profit of Rs. 2,80,87,519 before tax for the year ended 31^st March, 2025. A summary of the financial performance of the Company for the financial year ended 31^st March, 2025 is given below:

PARTICULARS	YEAR ENDED 31/03/2025	YEAR ENDED 31/03/2024
Revenue from Operations	6,32,14,674	16,19,50,583
Other Income	3,11,798	4,15,632
Total Revenue	6,35,26,472	16,23,66,215
Total Expenditure	3,54,38,953	18,12,82,214
Profit/loss before finance cost and depreciation	4,80,94,372	5,28,942
Finance cost	28,510	0
Depreciation	1,99,78,343	1,94,44,942
Profit/(Loss) Before Tax	2,80,87,519	(1,89,16,000)
Less: Taxes	-	-
Deferred tax charge	-	-
(credit)
Profit/(Loss) After Tax	2,80,87,519	(1,89,16,000)
Dividend proposed	-	-
Balance carried forward	2,80,87,519	(1,89,16,000)

Financial Statements of the Company for the financial year ended 31^st March, 2025 have been prepared in accordance with the Indian Accounting Standard (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

Total Net Profit Increased by 248.54 %, the same was Rs. 2,80,87,519 /- for the current FY 2024-25 as compared to Rs. (1,89,16,000) for the previous FY 2023-24.

2. TRANSFER TO ANY RESERVES:

The Company proposes to transfer a sum of Rs..2,80,87,519/- to Reserve and Surplus during the financial year ended 31^st March, 2025.

3. DIVIDEND:

During the year under review, your Board does not recommend any dividend and wishes to plough back the profits.

4. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

During the year under review, the Company has not declared any dividend. Accordingly, there were no unclaimed or unpaid dividends or shares liable to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of the Companies Act, 2013 and the rules made thereunder.

5. STATE OF THE COMPANYS AFFAIR:

The Company is engaged in the business of real estate development, including residential, commercial, and mixed-use projects. The real estate sector witnessed growth during the year, supported by improved buyer sentiment, stable interest rates, and continued demand for quality housing and commercial spaces.

The aforesaid change took place in the nature of the business of the Company during the year under review.

6. ANNUAL RETURN:

The Annual Return of the Company as on 31^st March, 2024, in the Form MGT-7 in accordance with Section 92(3) and 134(3)(9) of the Act as amended from time to time

and the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https://www.saffronindustries.in/ Rs.page id=2106

7. MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes or commitments affecting the financial position of the Company between 31^st March, 2025 to which this financial statement relates and the date of this report.

8. DETAILS OF SUBSIDIARY, JOINT VENTURE, OR ASSOCIATE COMPANIES:

During the year under review, the Company does not have any Subsidiary Company/Joint Venture/Associate Company.

9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: DIRECTORS:

> Appointment and Cessation:

During the financial year, the Company mourned the loss of Mr. Vinod Ramgopal Maheshwari, who served as Chairman and Director until his untimely passing on 12^th August, 2024. The Board respectfully acknowledges and records its profound appreciation for his exemplary leadership, unwavering dedication, and invaluable contributions throughout his tenure.

Further during the year, Mr. Nimish Vinod Maheshwari was appointed as an Additional Director effective 13 ^th August, 2024. His appointment was made to address the casual vacancy arising from Mr. Vinod Ramgopal Maheshwaris demise. However, due to other professional commitments, Mr. Nimish Vinod Maheshwari tendered his resignation from the position, effective 28^th August, 2024. The Board duly noted his departure and expressed its sincere gratitude for his brief yet meaningful association with the Company.

The present Directors of the Company are as below:

SR. NO.	NAME OF THE DIRECTORS	DIN	DESIGNATION
1	Shri. Manoj Rameshwar Sinha	07564967	Whole Time Director
2	Smt. Shriranga Vinod Maheshwari	00341404	Non- Executive Director
3	Shri. Shekhar Madhav Chandle	09548031	Independent Director
4	Mr. Thomas George David	09422487	Independent Director

> Retirement by Rotation:

In accordance with the provision of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Smt. Shriranga Vinod Maheshwari (DIN: 00341404), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. The Board recommends her reappointment.

Brief details of Smt. Shriranga Vinod Maheshwari are given in the Notice of ensuing AGM.

KEY MANAGERIAL PERSONAL:

> During the financial year:

Mr. Mahesh Bhanarkar, who served as the Company Secretary and Compliance Officer, tendered his resignation effective 10^th December, 2024. The Board formally acknowledges and places on record its sincere appreciation for his dedicated service and valuable contributions during his tenure.

Following his departure, Mrs. Mohita Ramsariya was appointed as the Company Secretary and Compliance Officer of the Company, with effect from 11^th January, 2025.

> After end of the financial year:

Mrs. Mohita Ramsariya tendered her resignation from the position of Company Secretary and Compliance Officer, effective 15^th April, 2025 citing personal reasons. The Board duly noted her departure and expressed its appreciation for her service during her tenure.

Subsequently, Ms. Arti Murlidhar Hemnani was appointed as the Company Secretary and Compliance Officer of the Company, effective 26^th June, 2025. She currently continues to serve in this capacity.

The present KMP of the Company are as below:

SR. NO.	NAME OF THE KEY MANAGERIAL PERSONNEL	DESIGNATION
1	Shri. Manoj Rameshwar Sinha	Whole Time Director
2	Shri Anil Bajpai	Chief Financial Officer
3	Ms. Arti Murlidhar Hemnani	Company Secretary & Compliance Officer

10. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their declaration of independence, stating that:

a) They continue to fulfil the criteria of independence provided in Section 149 (6) of the Act along with Rules framed thereunder and Regulation 16(1)(b); and

b) There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct. In terms of Section 150 of the Act and Rules framed thereunder, the Independent Directors have also confirmed their registration (including renewal of applicable tenure) and compliance of the online proficiency self- assessment test (unless exempted) with the Indian Institute of Corporate Affairs (IICA).

The Board opined and confirm, in terms of Rule 8 of the Companies (Accounts) Rules, 2014 that the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields.

11. COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS:

The Company has duly followed the applicable Secretarial standards, relating to Meeting of the Board of Directors (SS-1) and General Meeting (SS-2), issued by the Institute of Company Secretaries of India (ICSI).

12. BOARD MEETINGS:

During the year under review, the Board convened meetings nine times to deliberate on key matters concerning the Companys operations and strategic direction. The attendance record of each Director at these Board Meetings is detailed below:

SR. NO.	DATE OF MEETING	TOTAL NO OF DIRECTORS AS ON DATE OF MEETING	ATTENDANCE
			No. of Directors attended	% of Attendance
1	28-05-2024	5	5	100
2	26-07-2024	5	3	60
3	12-08-2024	4	3	75
4	13-08-2024	4	3	75
5	30-08-2024	4	3	75
6	12-11-2024	4	3	75
7	10-12-2024	4	3	75
8	11-01-2025	4	4	100
9	07-02-2025	4	4	100

The intervening gap between the two consecutive Board Meetings was within the prescribed period of 120 days as specified under the provisions of Section 173 of the Act and the Listing Regulations.

13. COMMITTEES OF THE BOARD

a) AUDIT COMMITTEE

The composition of the Audit Committee and terms of reference are in compliance with the provisions of Section 177 of the Act. All members of the Committee are financially literate and have accounting or related financial management expertise.

The Terms of reference broadly includes the following:

I. the recommendation for appointment, remuneration and terms of appointment of auditors of the company;

II. review and monitor the auditors independence and performance, and effectiveness of audit process;

III. examination of the financial statement and the auditors report thereon;

IV. approval or any subsequent modification of transactions of the company with related parties;

V. scrutiny of inter-corporate loans and investments;

VI. valuation of undertakings or assets of the company, wherever it is necessary;

VII. evaluation of internal financial controls and risk management systems;

VIII. monitoring the end use of funds raised through public offers and related matters. The Terms of reference of the Committee can be accessed at https://www.saffronindustries.in/ Rs.page id=1867

The Audit Committee consists of the following members:

At the commencement of the financial year 2024-2025, the Audit Committee was constituted with Mr. Thomas David serving as Chairman, Shri. Vinod Maheshwari and Shri. Shekhar Chandle as its esteemed members.

Following the unfortunate demise of Shri. Vinod Maheshwari, the Committee was reconstituted as follows:

SR. NO.	NAME OF DIRECTOR	DESIGNATION
1	Mr. Thomas George David	Independent Director (Chairman)
2	Shri. Shekhar Madhav Chandle	Independent Director (Member)
3	Shri. Manoj Rameshwar Sinha	Whole- Time Director (Member)

All recommendations put forth by the Audit Committee during the year under review were duly accepted by the Board of Directors, reflecting strong alignment and governance.

The Committee convened five meetings over the course of the financial year. The attendance record of each member of the committee at the Meetings is detailed below:

SR. NO.	DATE OF MEETING	TOTAL NO OF MEMBERS ON DATE OF MEETING	ATTENDANCE
			No. of Members attended	% of Attendance
1.	28-05-2024	3	3	100
2.	26-07-2024	3	2	66.66
3.	12-08-2024	3	2	66.66
4.	12-11-2024	3	3	100
5.	07-02-2025	3	3	100

b) NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee and terms of reference are in compliance with the provisions of Section 178 of the Act.

The salient features of the policy and changes therein, if any, along with the web address of the policy, is https://www.saffronindustries.in/ Rs.page id=1869

The Nomination and Remuneration Policy of the Company contain the guidelines on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3).

The Nomination and Remuneration Committee consists of the following members:

At the beginning of financial year 2024-2025, Nomination and Remuneration Committee was comprised of Mr. Thomas David as Chairman, Shri Vinod Maheshwari and Shri Shekhar Chandle as members.

Following the unfortunate demise of Shri. Vinod Maheshwari, the Committee was reconstituted as follows:

SR. NO.	NAME OF DIRECTOR	DESIGNATION
1	Mr. Thomas George David	Independent Director (Chairman)
2	Shri. Shekhar Madhav Chandle	Independent Director (Member)
3	Shri. Manoj Rameshwar Sinha	Whole-time director (Member)

During the year under review, the Nomination and Remuneration Committee met two times; Following is the detail of the attendance of each of the members of the Nomination and Remuneration Committee at its Meeting held during the year under review:

SR. NO.	DATE OF MEETING	TOTAL NO OF MEMBERS ON DATE OF MEETING	ATTENDANCE
			No. of Members attended	% of Attendance
1.	13-08-2024	3	2	66.67
2.	11-01-2025	3	3	100

c) STAKEHOLDERS RELATIONSHIP COMMITTEE

At the beginning of financial year 2024-2025 Stakeholders Relationship Committee was comprised of Shri. Vinod Maheshwari as Chairman, Mr. Thomas David and Shri. Manoj Sinha as members.

The salient features of the policy and changes therein, if any, along with the web of the policy, is https://www.saffronindustries.in/ Rs.page id=1871.

Following the unfortunate demise of Shri. Vinod Maheshwari, the Committee was as follows:

SR. NO.	NAME OF DIRECTOR	DESIGNATION
1	Mr. Thomas George David	Independent Director (chairman)
2	Shri. Shekhar Madhav Chandle	Independent Director (Member)
3	Shri. Manoj Rameshwar Sinha	Whole-time director (Member)

During the year under review, the Stakeholders Relationship Committee met four times; Following is the detail of the attendance of each of the members of the Stakeholders Relationship Committee at its Meeting held during the year under review:

SR. NO.	DATE OF MEETING	TOTAL NO OF MEMBERS ON DATE OF MEETING	ATTENDANCE
			No. of Members attended	% of Attendance
1.	28-05-2024	3	3	100
2.	12-08-2024	3	2	66.67
3.	12-11-2024	3	3	100
4.	07-02-2025	3	3	100

14. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134 of the Act (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), the Directors of the Company state that:

a) in the preparation of the annual accounts for the financial year ended 31^st March 2025, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March, 2025 and of its profit and loss for the financial year ended on that date;

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

d) the Director have prepared the annual accounts for the financial year 2024-25 on a ‘going concern basis;

e) the Directors have devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively; and

f) the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

15. MAINTENANCE OF COST RECORDS:

The relevant provisions of the Companies Act, 2013 in respect of the appointment of Cost Auditors and maintenance of Cost Records were not applicable to the company for the Financial Year 2024-25.

16. CAPITAL STRUCTURE:

During the year under review, there is no change in the paid-up share capital of the Company which stands at Rs.7,18,52,000/- (Rupees Seven Crore Eighteen Lakh Fifty- Two Thousand Only) comprising of fully paid up 71,85,200 (Seventy-One Lakh Eighty- Five Thousand Two Hundred) equity shares of Rs.10/- (Rupee Ten) each. The Company has not issued any share with differential voting rights. Similarly, during the year under review, the Company has not issued any sweat equity shares or employee stock options.

As on 31^st March, 2025, none of the Directors of the Company hold instruments convertible into equity shares of the Company. The Company has not bought back any of its securities during the year under review. No bonus shares were issued during the year under review.

17. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year under review, your Company has not given any loan or guarantee in terms of the provisions of section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014.

The details of investments made in terms of section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are detailed in the financial statements.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013:

Transaction with related parties were conducted in a transparent manner in the best interest of the Company and Stakeholders. All the transactions entered into with the related parties during the year under review were in the ordinary course of business and on an arms length basis.

Pursuant to the provisions of Section 134(3)(h) of the Act, the particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act and prescribed in Form AOC-2 of Companies (Accounts) Rules, 2014, is annexed to this Report as "Annexure-C".

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

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".

20. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The company has laid down a well-defined risk management policy covering risk mapping, trend analysis, risk exposure, political impact and risk mitigation process. Periodic assessment is carried out to identify risk areas and management is informed in advance on the risks so that the company can control the risk through a properly defined plan. Risks are classified as financial risk, operational risk and market risk. The risks are considered while preparing the annual business plan for the year. The Board is also informed from time to time about business risks and the actions taken to manage them.

21. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company and hence, your Company is not required to adopt the CSR Policy or constitute CSR Committee during the year under review.

22. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION 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.

23. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

The Company in accordance with the provisions of Section 177 (9) of the Act has established a robust Vigil Mechanism Policy for Directors and employees to report genuine concerns to the management viz, instances of unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy and assist the Audit Committee. The Directors and employees are encouraged to come forward and express his/her concern(s) without fear of punishment or unfair treatment.

The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the website at https://www.saffronindustries.in/ Rs.page id=2102

24. DEPOSITS:

The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 (‘the Act) and the Companies (Acceptance of Deposits) Rules, 2014.

There are no unclaimed deposits, unclaimed/ unpaid interest refunds due to the deposit holders or to be deposited with the Investor Education and Protection Fund as on 31^st March, 2025.

25. UNSECURED LOAN FROM DIRECTORS:

During the year under review, the Company has accepted an unsecured loan from the Directors or their relatives, who have provided a declaration in writing to that effect that the amount is not been given out of funds acquired by him by borrowing or accepting loans or deposits from others.

26. COMPANYS POLICY RELATING TO APPOINTMENT, PAYMENT OF REMUNERATION TO DIRECTORS, AND DISCHARGE OF THEIR DUTIES:

As per the provisions of Section 178(3) of the Act, on the recommendation of the Nomination & Remuneration Committee of the Company, the Board of Directors had approved a Policy that lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and the other employees and their remuneration.

The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of remuneration to Directors, Key Managerial Personnel, and other employees. The policy also provides the criteria for determining qualifications, positive attributes, and Independence of the Director and criteria for appointment of Key Managerial Personnel / Senior Management while making the selection of the candidates. Pursuant to Section 134(3) of the Act, the Nomination and Remuneration Policy of the Company is available on the website of the Company at https://www.saffronindustries.in/ Rs.page id=2102

27. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT:

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the Companies Act, 2013 and is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013.

The statement giving details of names of the top ten employees in terms of remuneration drawn and the name of every employee who was in receipt of remuneration exceeding the limits specified under Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is Not Applicable to the Company

28. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually as well as the evaluation of the working of its committees.

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

A separate exercise was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the company and its minority shareholder etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the NonIndependent Director was carried out by the Independent Directors.

29. REGISTRAR AND SHARE TRANSFER AGENT:

During the year under review, M/s. Adroit Corporate Services Private Limited was the Registrar and Transfer Agent of the Company.

30. DETAILS OF EMPLOYEE STOCK OPTIONS:

The Company does not have any Employee Stock Option Scheme/ Plan.

31. STATUTORY AUDITORS:

The Board of Directors at its meeting held on 30^th August 2025, proposed the appointment of M/s Jagdish Khatri & Associates, Chartered Accountant (Firm Registration No: 156251W) as the Statutory Auditors of the Company for a period of five years, from the conclusion of the 32^nd Annual General Meeting until the conclusion of the 37^th Annual General Meeting of the Company, subject to the approval of shareholder in upcoming Annual General Meeting.

The Statutory Auditors have confirmed that they satisfy the Independence criteria required under the Companies Act, 2013 and Code of Ethics issued by the Institute of Chartered Accountants of India and also confirm that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditor.

32. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors of the Company, proposed the appointment of M/s, Avinash Gandhewar and Associates, Practicing Company Secretaries (ACS No.-11197 and Certificate of Practice Number:16490), as the Secretarial Auditor of the Company for a term of five consecutive financial years from 2025-26 to 2029-30 subject to the approval of the members of the Company at the forthcoming AGM, based on consent received from them.

The Secretarial Audit Report for the financial year 2024-25 under the Act read with the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is set out in "Annexure-E" to this report.

33. EXPLANATIONS/COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR AND COMPANY SECRETARY IN THE AUDIT REPORTS:

> Auditors Remarks:

There is no qualification or adverse remark or disclaimer in the Auditors Report which require any clarification/explanation. The Notes on financial statements are self-explanatory and need no further explanation.

> Secretarial Auditors remarks:

The qualifications, reservations, adverse remark or disclaimer in Auditors Report along with Directors comments are as follows:

1. The promoters shareholding has not yet been fully dematerialized. The promoters have confirmed that the dematerialization process is currently underway. However, due to technical issues at the depository, the process has been delayed.

The promoters are actively working to resolve these issues, and it is expected that the dematerialization will be completed shortly.

2. It was observed that the Company purchased the Structured Digital Database (SDD) software according to regulation 3(5) and 3(6) of securities and exchange board of India (prohibition of insider trading) regulation, 2015 (PIT regulation) on 23^rd may, 2025, subsequent to the year ended 31^st march, 2025. Prior to the said date, all unpublished price sensitive information (UPSI) records were maintained in excel format with requisite time stamps.

3. The Authorised Share Capital of the Company is Rs. 7,80,00,000; however, it has been erroneously reflected as Rs. 78,00,00,000 in the Master Data on the website of Ministry of Corporate Affairs (MCA).

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. As part of its commitment to ethical practices and good corporate governance, the Company has voluntarily adopted a framework for individuals to seek recourse and redressal in instances of sexual harassment, even though it is not legally mandated to comply with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act).

During the year under review, no complaint pertaining to sexual harassment at workplace has been received by the Company.

35. 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. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

36. DOWNSTREAM INVESTMENT:

The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream Investment in any other Company in India.

37. INTERNAL AUDIT:

At the beginning of each financial year, an audit plan is rolled out with approval of the Companys Audit Committee. The plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations.

Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions are periodically presented to the Audit Committee of the Board.

38. INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:

The Company has an adequate system of Internal Financial Control commensurate with its size and scale of operations, procedures and policies, ensuring efficient and orderly conduct of its business, including adherence to the Companys policy, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board is of the opinion that the Company has adequate Internal Financial Control System that is operating effectively during the year under review.

There were no instances of fraud which necessitates reporting of material mis-statement to the Companys operations.

39. REPORTING OF FRAUDS:

During the year under review, there have been no frauds reported by the Statutory Auditors of the Company under sub-section (12) of Section 143 of the Act.

40. 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.

41. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The Company has neither availed any loan from banks or financial institution and hence there is no application being ever made for One Time Settlement (OTS) with any banks or financial institution.

42. ACKNOWLEDGEMENT

The Board of Directors places on record its gratitude to the government and regulatory authorities, correspondent banks, for their support. The Board acknowledges the support of the shareholders and also places on record its sincere thanks to its valued client for its continued patronage. The Board also appreciates to all employees of the Company for their sincere work and commitment.

For and on behalf of the Board,
Sd/-	Sd/-
Shekhar M. Chandle	Manoj R. Sinha
Director	Whole Time Director
DIN: 09548031	DIN: 07564967
Date: 30/08/2025
Place: Nagpur