Shukra Pharmaceuticals Ltd Directors Report

During the period under review, the Company has been engaged in the business of manufacturing and trading of pharmaceuticals Products, laboratory testing and made a profit of Rs.957.52 lacs. Your Directors are optimistic about companys business and hopeful of better performance with increased revenue in next years.

There was no change in the nature of the business of the Company during the year under review.

The Board of Director of the company make recommendation of final dividend of 1% (Rs.0.01 per equity share of Rs.10/- each face value) for the Financial Year 2024-25, subject to the approval of shareholders in the ensuing Annual General Meeting.

Pursuant to the provisions of Section 124(5) of the Act, if the dividend transferred to the Unpaid Dividend Account of the Company remains unpaid or unclaimed for a period of seven consecutive years from the date of such transfer then the said unclaimed or unpaid dividend amount shall be transferred by the Company along with interest accrued, if any, to the Investor Education and Protection Fund (“the IEPF”), a fund established under sub-section (1) of Section 125 of the Act.

The company required to transfer Rs.65371/- to Investor Education and Protection Fund (IEPF), but the same have not been transferred to the Investor Education and Protection Fund (IEPF).

The Company is operating only in two sector i.e. pharmaceutical and Laboratory. But during the year the laboratory segment has commenced very minor commercial operation.

Out of the profits available for appropriation, no amount has been transferred to the General Reserve and the balance amount of Rs.440.65/- Lacs has been carried forward to credit balance of profit & loss account in surplus.

The paid-up Equity Share Capital of the Company as on March 31, 2025 is Rs.43,78,79,440/- divided into 43,78,79,440 fully paid equity shares of face value of Rs.1/- each.

A) Issue and Allotment of partly paid-up equity shares pursuant to Right Issue:

(a) During the year under review, the Company has issued 3,28,40,958 bonus shares in the meeting of the Board of Directors dated April 25, 2024, to the existing shareholders of the company (As on the Record Date i.e. April 20, 2024) in the ratio of 3 (Three) Equity Share for every 1 (One) Fully Paid Equity Shares held by them. The BSE Limited vide its letter no. LOD/Bonus/BN-lP/TT/1444/2023-24 dated March 18, 2024 has granted the In-principal Approval for the Bonus shares. Further, the BSE Notice No. 20240627-54 dated June 27, 2024, the Company received Trading approval for the issue of bonus shares. The new equity shares issued by the company shall rank Pari-passu with the existing shares of the company.

(b) Further, during the year the Company has increased authorized share capital of the Company from Rs.44,00,00,000/- (Rupees Forty Four Crores) divided into 4,40,00,000 (Four Crores Forty Lakhs) Equity Shares of Rs.10/- each to Rs.49,00,00,000/- (Rupees Forty Nine Crores) comprising of 4,90,00,000 (Four Crores Ninety Lacs) Equity Shares of Rs.10/- each. with the approval shareholders via extra ordinary general meeting dated August 23, 2024. Further, the Company has also done sub-division (split) the nominal/face value of each Equity Share having a present value of Rs.10/- (Rupees Two Only) each into 1 (One) Equity Shares of face value of Rs.1/- (Rupees One Only) each with the approval shareholders through postal ballot meeting dated March 06, 2025 and approval for the same granted by BSE limited w.e.f. March 12, 2025 vide notice bearing no. 20250312-49. Thereby the capital structure of the Company is now as follows:

B) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

C) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

D) Issue of employee stock options:

During the year under review, the Company has not issued any sweat equity shares.

E) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

10) FINANCE:

The Company has borrowed loan of Rs. 1,10,49,521/-from Bank/Financial institution during the year under review.

11) DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:

The Company does not have any shares in the demat suspense account or unclaimed suspense account. Hence, Disclosures with respect to demat suspense account/ unclaimed suspense account are not required to mention here.

12) MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Key Managerial Personnels:

The following are the Key Managerial Personnels of the Company:

*resigned w.e.f. 10^th July, 2024 #appointed w.e.f. 10^th July, 2024 $appointed w.e.f. 29^th January, 2025 b)Directors

The following are the Directors of the Company:

c) During the year and till the date of this AGM, the following changes occurred in the Composition of Board Directors and KMP due to Appointments and Resignations of Director and KMP:

d) Appointment/Re-appointment/regularize in this 31^st Annual General Meeting

13) DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and the Listing Regulations.

The Independent Directors of the Company have also registered their names in the data bank for Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA), Manesar (notified under Section 150(1) of the Companies Act, 2013 as the institute for the creation and maintenance of data bank of Independent Directors).

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and are independent of management.

14) FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, and related matters are put up on the website of the Company at www.shukrapharmaceuticals.com

15) NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

The meetings of the Board of Directors are held at periodical intervals and are generally at the registered office of the Company, Ahmedabad. The meeting dates are decided well in advance and the agenda and notes on agenda are circulated in advance to the directors. All material information is incorporated in the notes on agenda for facilitating meaningful and focused discussion at the meeting. Where it is not perusable to attach supporting or relevant documents to the agendas, the same is tabled before the meeting. In case of business exigencies or urgency of matters, resolutions are passed by circulation. Senior Management persons are often invited to attend the Board Meetings and provide clarifications as and when required.

During the year 2024-25, 14 (Fourteen) Board Meetings were convened and duly held on:

The Board of Directors of the Company was present at the following Board Meeting held during the year under review:

16) STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS

BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015, 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 and Remuneration Committees.

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

17) PARTICULARS OF EMPLOYEES & EMPLOYEE REMUNERATION:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as “Annexure- A” to the Boards report.

None of the employees of the Company drew remuneration of Rs. 1,02,00,000/- or more per annum and Rs. 8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

18) EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Companys vision and strategy to deliver good performance.

19) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIAT- ES AND JOINT VENTURE COMPANIES:

The Company has not any Subsidiaries, Associates and Joint Venture Companies

20) CHANGE OF NAME:

The Company has not changed its name during the year under review.

21) STATUTORY AUDITORS:

The Companys Auditors, M/s Maak & Associates, Chartered Accountants, Ahmedabad who was appointed in the Annual General Meeting in the year 2021 for a block of 5 years.

22) COST AUDITORS:

The Company has appointed M/s Alok Sharma & Company. (Firm Reg. No. 100974) as a Cost Auditors on dated 5^th September, 2024 for maintenance of cost records u/s 148(1) of the Act for the financial year 2024-2025 in compliance with section 148 of the Act.

23) SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has after that CS Shilpa Shah has given resignation on 29^th March 2025 and appointed CS Rupal Patel Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year 2024-2025 in Form MR-3 as furnished by the Auditor is annexed herewith as Annexure-B & forms an integral part of Boards Report and it does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further clarifications/ comments.

Further, the Board of Directors in its board meeting held on 29^th March, 2025 has appointed Mrs. Rupal Patel, Practicing Company Secretary, Ahmedabad as Secretarial Auditors of the Company for period of five years commencing from financial year 2025-26. Further, the Company has received consent letter regarding such appointment in accordance with the applicable provisions of the Act and Rules framed thereunder.

Reply to the qualification Remarks in Secretarial Audit Report:

Although the company has not published notice of meeting of the board of directors where financial results shall be discussed and declared. However, the same was uploaded on the website of the Company and BSE. The Company is committed to disclosure of unpaid dividend details on the prescribed form in timely manner. The office of BSE limited has imposed fine of Rs. 1,82,000 for Non-Compliance of Reg. 295 (1) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR

Regulations") for delay in issuance of Bonus shares to the shareholders of Shukra Pharmaceuticals Ltd. The Company has paid SEBI SOP to BSE on dated 04th March, 2024 for Rs. 1,82,000 due to delay in corporate action of issue of bonus shares which happened consequent upon delay in approval of corporate action executed by the Company with NSDL/CDSL on dated 16/05/2024 but approved by NSDL/CDSL on dated 13/06/2024. The Company has submitted all explanation with documentary evidence to the BSE for wavering SOP but BSE has directed the Company to pay and thereby company has paid SEBI SOP of Rs. 1,82,000 to BSE on dated 04^th March, 2024. The Board of Directors of the Company has convened Board meeting dated 25/04/2024 and passed resolution for issue of 3,28,40,958 Bonus shares subject to approval from shareholders and regulatory bodies. The Company has obtained shareholders approval via postal ballot and declared result of postal ballot dated 03/04/2024. However, previous corporate action pertaining to forfeiture of shares were pending with NSDL / CDSL (Depositories) since 15/02/2024 and both depositories have raised query lately on 14/05/2024 stating that BSE approval letter dated 12/02/2024 contains only Rs.2.5 paid up instead Rs.2.5/- and Rs.6/- per share for the entire 12,739 due which NSDL and CDSL has stopped our corporate action which finally have impact on the Corporate Action of Bonus shares also. We have communicated the same to the office of BSE on dated 3rd June, 2024 Consequently, office of BSE has provided reply on dated 6th June, 2024 which has been immediately communicated to NSDL on dated 6^th June, 2023 and consequently corporate action dated 11th June, 2023 for forfeiture of 12739 partly paid shares have been approved by NSDL. Then-after NSDL has approved our Corporate Action for issue and credit of bonus shares on dated 12th June, 2024. In order to complete all compliance in timely manner for bonus shares, the Company is also dependent on approval of shareholders, NSDL, CDSL and BSE as mentioned in the aforesaid paragraph. The management and Board of Directors of the Company has no malafide intention of getting it delayed, at any point of time, yet, in order to comply with the compulsory provisions of SEBI ICDR, paid fine to BSE.

24) RESPONSE TO AUDITORS REMARKS:

There is no observation made by the Statutory Auditors in their Report and therefore, do not call for any further comments under section 134(3)(f) of the Companies Act, 2013.

25) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year under review, the company retained external audit firm to review its existing internal control system with a view of tighten the same and introduce system of self-certification by all the process owners to ensure that internal controls over all the key business processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

26) AUDIT COMMITTEE:

The Audit Committee of the Board of Directors of the Company comprises Three Members. as well as those in section 177 of the Companies Act, 2013 and include the reviewing of quarterly, half-yearly and annual financial statements before submission to the Board, ensure compliance of internal control systems and internal audit, timely payment of statutory dues and other matters.

During the year under review, 6 (Six) meetings of the Audit Committee were held 29/05/2024, 10/07/2024, 12/08/2024, 05/09/2024, 14/11/2024 and 14/02/2025. The composition of committee and attendance at its meetings is given below:

27) VIGIL MECHANISM:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The company has adopted a Whistle Blower Policy, which affords protection and confidentially to Whistle blowers. The Audit Committee Chairman is authorized to receive Protected Disclosures under this Policy. The Audit Committee is also authorized to supervise the conduct of investigations of any disclosures made whistle blowers in accordance with policy.

No personnel have been denied access to the Audit Committee. As of March 31, 2025, no Protected Disclosures have been received under this policy.

28) NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the company have constituted a Nomination & Remuneration Committee of Directors mainly for the purposes of recommending the Companys policy on Remuneration Package for the Managing/Executive Directors, reviewing the structure, design and implementation of remuneration policy in respect of key management personnel.

The Nomination & Remuneration Committee consisted of Three Members. During the year under review, 01 (One) meetings of the committee were held 10/07/2024, 25/10/2024. The name of members, Chairman and their attendance at the Remuneration Committee Meeting are as under Committee of Board:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is also available on the Companys website at www.shukrapharmaceuticals.com

29) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee consisted of Three Members. During the year under review, 3 (Three) meetings of the committee were held 29/05/2024, 14/11/2024, and 23/01/2025. The name of members, Chairman and their attendance at the Stakeholders Relationship Committee are as under Committee of Board:

The status of shareholders complaints received so far/number not solved to the satisfaction of shareholders/number of pending share transfer transactions (as on March 31, 2025 is given below): -

Compliance Officer:

Ms. Arpita Kabra is the Company Secretary and Compliance Officer of the company during the year for the purpose of complying with various provisions of Securities and Exchange Board of India (SEBI), Listing Agreement with Stock Exchanges, Registrar of Companies and for monitoring the share transfer process etc.

a) Share Transfer System:

All the transfers are received and processed by share Transfer agents and are approved by share transfer committee. Share Transfer requests received in physical form are registered within 30 days and demat requests are confirmed within 15 days.

b) Dematerialization of shares and liquidity:

Details of Registrar and Share Transfer agent of the Company for dematerialization of shares:

30) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

As per Section 135(9) of the Companies (Amendment) Act, 2020, dated 28th September, 2020, where the amount to be spent by a company under sub-section (5) does not exceed fifty lakh rupees, the requirement under sub-section (1) for constitution of a Corporate Social Responsibility (CSR) Committee shall not be applicable. In such cases, the functions of the CSR Committee shall be discharged by the Board of Directors of the company. Accordingly, since the CSR obligation of the

Company does not exceed fifty lakh rupees, the constitution of a CSR Committee is not applicable, and the duties relating to CSR activities shall be undertaken by the Board of Directors of the Company.

31) STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAG- E

MENT POLICY OF THE COMPANY:

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates and reputation as “Risks”. Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks.

32) EXTRACT OF ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual Return of the Company for the Financial Year ended on March 31, 2025 in Form MGT-7 is uploaded on website of the Company and can be accessed at www.shukrapharmaceuticals.com

33) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL

POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no any Material changes occurred, subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

34) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future during the year under review.

35) PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending (except the previous years which was already disclosed) under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

36) DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT

AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans from the Bank or Financial Institutions

37) DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH

REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate and proper internal financial controls with reference to the Financial Statements during the year under review.

38) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. However, the disclosure of transactions with related parties for the financial year is given in Note No. 19 to the Balance Sheet i.e. as per Accounting Standard -18.

39) PUBLIC DEPOSIT:

During the year under review the Company has not accepted any deposits to which the provisions of section 73, 74 of the Companies Act, 2013 read with Acceptance of Deposits Rules, 2014 as amended are applicable.

40) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

41) CORPORATE GOVERNANCE:

Report on Corporate Governance in terms of Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015 is made part of this report. A certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed to this Annual Report. The Corporate Governance Report is annexed herewith as “Annexure C”.

42) MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015, forms part of this Report and the same is annexed as “Annexure-D”.

43) DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended 31^st March, 2025. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the financial year ended 31^st March, 2025.

44) OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2024-25, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of March 31, 2025.

45) MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT

1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

46) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO:

During the year conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is Nil.

47) CORPORATE SOCIAL RESPONSILIBILTY (CSR):

The CSR activities of the Company mainly aims at Principle of Trusteeship, by serving the community through programmes and projects having focus on

The CSR activities of the Company are aligned with the activities specified in Schedule VII of the Companies Act, 2013.

48) DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date; c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

49) AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE

COMPANIES ACT 2013:

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended 31st March, 2025.

50) SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

51) LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to BSE where the Companys Shares are listed.

52) IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has implemented Corporate Actions, but some are not within the specified time limit due to technical glitch at depositories level.

53) PREVENTION OF INSIDER TRADING:

In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulation, 2015 which came into effect from May, 2015. Pursuant thereto, the Company has formulated and adopted a new code for Prevention of Insider Trading.

The New Code viz. “Code of Internal Procedures and Conduct for regulating, Monitoring and reporting of Trading by Insiders” and “Code of Practices and Procedures for fair Disclosure of Unpublished price Sensitive Information” has been framed and adopted. The Code requires pre-clearance for dealing in the Companys shares and prohibits purchase or sale of

Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company is Responsible for implementation of the Code.

54) ACKNOWLEDGEMENTS:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.