Solara Active Pharma Sciences Ltd Directors Report

Dear Members,

On behalf of the Board of Directors of the Company, it gives us immense pleasure in presenting the Eighth Boards Report, along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ending March 31, 2025.

1. FINANCIAL PERFORMANCE

The Company has prepared the Standalone and Consolidated Financial Statements for the financial year ended March 31, 2025, in accordance with the Indian Accounting Standards (Ind AS) as prescribed under the Companies Act, 2013.

Key highlights of financial performance of the Company for the financial year ended March 31, 2025, as compared to previous year is provided below:

	Standalone		Consolidated
Financial Results	2024-25	2023-24	2024-25	2023-24
Gross Revenue	1292.90	1294.29	1292.08	1294.29
Profit before Interest, Depreciation and Tax	212.22	(91.91)	213.84	(92.03)
Profit before tax	(1.08)	(488.33)	0.54	(488.42)
Profit after tax	(1.08)	(566.87)	0.54	(566.96)
EPS (basic & diluted) on the basis of 10/- per share	(0.27)	(148.30)	0.14	(148.51)

BUSINESS OVERVIEW

We are a global, pure-play Active Pharmaceutical Ingredients (API) Company, engaged in the development and manufacturing of APIs, while also offering Contract Development and Manufacturing (CDMO) services to global pharmaceutical Companies. Our operations are supported by six large-scale, multi-product, state-of-the-art facilities that adhere to the highest standards of compliance, backed by a team of over 1,700 employees.

With a presence in more than 70 countries, we have established strong footprints in key markets including North America, Europe, Japan, South Korea, and the Middle East & North Africa. During the year, the Company introduced several initiatives focused on cost optimization, enhanced capacity utilization, operating efficiencies, inventory rationalization, and talent development.

The Company remains optimistic about accelerating its strategic levers and is confident of delivering sustainable, long-term value to all its stakeholders.

2. DIVIDEND

The Board of Directors of the Company has not recommended Dividend for the financial year 2024-25.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company has adopted a Dividend Distribution Policy.

The said Policy is available on the Companys website and can be accessed at investors page of our Companys website https://solara.co.in/ uploads/2023/07/Dividend Distribution Policy.pdf

3. TRANSFER TO RESERVES

During the year under review, your Company has not made any transfers to the reserves.

4. SHARE CAPITAL

• Authorized Capital

The Authorized Share Capital of the Company as on March 31, 2025, stood at 120,00,00,000/- divided into 12,00,00,000 equity shares of 10/- each. There was no change on Authorized Capital of the Company during the year.

• Issued and Subscribed Capital

The Issued and Subscribed capital as of March 31, 2025, stood at 48,05,30,220/- divided into 4,80,53,022 equity shares of 10/- each. Changes in the Issued and Subscribed Capital of the Company are as under:

Particulars	No of Shares	Amount ()
April 01 2024	3,59,96,267 equity shares of 10/- each.	35,99,62,670
Additions during the year	9,000 Equity shares of 10/- each allotted pursuant to ESOP Scheme 2018 on May 29, 2024.	90,000
	1,19,98,755 Equity shares of face value 10/- each allotted pursuant rights Issue on June 19, 2024.	11,99,87,550
	49,000 Equity shares of 10/- each allotted pursuant to ESOP Scheme 2018 on October 21, 2024.	4,90,000
March 31 2025	4,80,53,022 equity shares of 10/- each.	48,05,30,220

• Paid up capital

The Paid-up capital as at March 31, 2025, stood at 40,25,38,312.50/- divided into 3,60,54,267 equity shares of 10/- each, and 1,19,98,755 Equity shares of face value 10/- each and 3.5/- per share paid up. Changes in the paid-up capital of the Company are as under:

Particulars	No of Shares	Amount ()
April 01, 2024	3,59,96,267 equity shares of 10/- each.	35,99,62,670
Additions during the year	9,000 Equity shares of 10/- each allotted pursuant to ESOP Scheme 2018 on May 29, 2024.	90,000
	1,19,98,755 Equity shares of face value 10/- each, on which 3.5/- per share has been paid up, on rights Issue basis allotted on June 19, 2024.	4,19,95,642.50
	49,000 Equity shares of 10/- each alloted on October 21, 2024 pursuant to ESOP Scheme 2018	4,90,000
March 31, 2025	3,60,54,267 equity shares of 10/- each, and 1,19,98,755 Equity shares of face value 10/- each and 3.5/- per share paid up	40,25,38,312.50

5. FUND RAISING

On May 9, 2024, the Rights Issue Committee at its meeting approved the issuance of 1,19,98,755 Equity Shares of face value of 10 each at a price of 375 per Equity Share (including a premium of 365 per Equity Share), to existing equity shareholders on the record date (May 15, 2024) on ‘rights basis for an amount aggregating to 449.95

Crores. The issue was on a partly paid-up basis with 3 calls, i.e., application money, first call and second call. The issue opened for subscription on May 28,

2024 and closed on June 11, 2024. On June 19, 2024, Company allotted 1,19,98,755 partly paid - up Equity Shares on receipt of Application money of 131.25/- per equity share, which was aggregating to 157.48 Crores.

Further, the Rights Issue Committee at its meeting held on March 26, 2025 approved the First Call Money Notice to the holders of Partly Paid-Up Equity Shares for 131.25/- (i. e 3.50/- towards face value and 12775/- towards securities premium) per Rights Share in respect of 1,19,98,755 partly- paid Rights Shares, on Rights basis, pursuant to the Letter of Offer dated May 09, 2024; The eligible shareholders were provided with the facility to make the call money through ASBA process wherein the issue were kept live during the tendering period of 15 days (i.e.) from April 16, 2025 till April 30,

2025 in both the Stock Exchanges to enable the shareholders to make the First call money.

No. of shares on which the First Call money was received, and outstanding are mentioned below:

Sl. No. Particulars	No. of Shares
1 Total partly paid shares	1,19,98,755
2 Number of shares first call money received	1,13,89,852
3 Number of shares reminder notice to be sent	6,08,903

6. EMPLOYEES STOCK OPTION PLAN (ESOP):

The Company has two ESOP Schemes, as detailed below:

Name of the ESOP Scheme	Particulars
Solara Employees Stock Option Plan 2018	During the year under review, Nomination and Remuneration Committee of the Board (NRC) has granted 1,10,200 options convertible into equal number of equity shares of face value of 10/- each.
Solara Employee Stock Option Plan - 2024	During the year under review, a new ESOP policy "Solara Employee Stock Option Plan - 2024" was formulated. During the year under review, Nomination and Remuneration Committee of the Board (NRC) has granted 3,50,000 options convertible into equal number of equity shares of face value of 10/- each.

A Statement giving detailed information on stock options granted to employees as required under the Companies Act and SEBI Regulations is enclosed as Annexure 1 to this Report. The details under Regulation 14 of Securities and Exchange Board Of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on

the Companys website and can be accessed from the weblink: https://solara.co.in/investor-relations/ financial-information/

7. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments occurred, affecting the financial position of the Company, between the end of the financial year and the date of this report. However, as stated in point 5 above, the Company has made first call on Right shares and is under the process of allotment.

8. SUBSIDIARIES

The details of Subsidiary Companies and their financial position as required under the first proviso to Section 129(3) is given in Form AOC-1 as Annexure-2 as part of this report.

During the year, the Board of Directors approved the closure of the Companys wholly owned subsidiaries, Solara Active Pharma Sciences LTDA, Brazil, and Shasun USA Inc., at their meetings held on February 21, 2025, and July 22, 2024, respectively. The decision was taken in view of the absence of any business operations in these entities. The closure process is currently underway in accordance with applicable regulatory requirements.

• Incorporation of Entity:

Pursuant to In-Principal approval for carve out granted by the Board of Directors of the Company at their meeting held on January 24, 2025, a wholly owned Company called Synthix Global Pharma Solutions Limited (Synthix) was incorporated on April 29, 2025.

9. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standard of Corporate Governance and adhere to Corporate Governance guidelines as laid out in the Listing Regulations.

The detailed report on Corporate Governance as per the format prescribed by Securities and Exchange Board of India under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with a certificate from M/s. Mohan Kumar and Associates, Practicing Company Secretaries, confirming compliance with the requirements of Corporate Governance is attached with this report. There are no observations or adverse remarks in the said certificate.

As required by Listing Regulations, a certificate from M/s. Mohan Kumar and Associates, Practicing Company Secretary confirming that none of the directors on the Board of the Company have been

debarred or disqualified from being appointed or continuing as directors of the companies is attached to this report.

10. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Schedule V of Listing Regulations "Management Discussion and Analysis" is given separately and forms part of this Report.

11. NUMBER OF MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the year. The intervening gap between two consecutive meetings was not more than 120 days. The particulars of the meetings held, and the attendance of each Director are detailed in the Corporate Governance Report.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

As on date of this report, the Board has nine directors comprising of two Executive Directors, three NonExecutive Directors and four Independent Directors. The Chairman of the Board is an Independent Director. The details of each member of the Board as on the date of this report forms part of the Corporate Governance Report.

Sl. No Name of the Directors	Designation
1 Mr. R Ramakrishnan (DIN: 00161542)	Independent Director and Chairperson
2 Dr. Kausalya Santhanam (DIN: 06999168)	Independent Director
3 Prof. Rajendra Kumar Srivastava (DIN: 07500741)	Independent Director
4 Mr. Rajiv Vijay Nabar (DIN: 10383397)	Independent Director
5 Mr. Arun Kumar Pillai (DIN: 00084845)	Non-Executive Director
6 Mr. Manish Gupta (DIN: 06805265)	Non-Executive Director
7 Mr. Kartheek Chintalapati Raju (DIN: 02921819)	Non-Executive Director
8 Mr. Sandeep Shashikantha Rao (DIN: 10838251)	Managing Director & CEO
9 Mr. Mohan Muthunarayanan (DIN: 03610282)	Whole Time Director & COO

Retiring by Rotation:

a) Mr. Mohan Muthunarayanan (DIN: 03610282), Whole Time Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Your directors recommend his reappointment.

b) Mr. Manish Gupta (DIN: 06805265), Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Your directors recommend his reappointment.

Detailed profile of the Directors retiring by rotation is attached as Annexure 3 to this report

Change in directors and key managerial personnel

during the year:

1. Mr. Ankur Thadani resigned from the post of NonExecutive (Non-Independent) Director of the Company on July 22, 2024.

2. Mr. Manish Gupta, Non-Executive was appointed as Non-Executive (Non-Independent) Director of the Company on July 22, 2024.

3. Mr. Poorvank Purohit, resigned from the position of Managing Director and Chief Executive Officer with effect from February 21, 2025.

4. Mr. Arun Kumar Baskaran, resigned from the position of Chief Financial Officer with effect from February 21, 2025.

5. Mr. Sandeep Shashikantha Rao was appointed as Managing Director and Chief Executive Officer of the Company on February 21, 2025, and he has been designated as Key Managerial Personnel.

6. Mr. Sarat Kumar was appointed as Chief Financial Officer of the Company on February 21, 2025, and he has been designated as Key Managerial Personnel.

Changes in the position of KMP after the Financial

Year 2024-25 till the date of this Report:

1. Mr. S. Murali Krishna expressed his intention to retire from the position of Company Secretary & Compliance Officer and Key Managerial Personnel of the Company with effect from May 15, 2025.

2. Ms. Pooja Jaya Kumar was appointed as the Company Secretary & Compliance Officer and Key Managerial Personnel of the Company with effect from May 15, 2025

The following are the Key Managerial Personnel

(KMPs) as on the date of this report:

- Mr. Sandeep Shashikantha Rao, Managing Director & Chief Executive Officer

- Mr. M. Mohan, Whole Time Director & Chief Operating officer

- Mr. Sarat Kumar, Chief Financial Officer

- Ms. Pooja Jaya Kumar, Company Secretary

13. DECLARATION BY INDEPENDENT DIRECTORS

In accordance with Section 149(7) of the Companies Act, 2013 each Independent Director has confirmed to the Company that he / she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any circumstances or situations, which exists or may be reasonably anticipated that could impair or impact their ability to discharge duties

with an objective independent judgement and without any external influence. In the opinion of the Board, all Independent Directors are independent of the management.

During the year under review, a meeting of Independent Directors was held on January 24, 2025. This meeting was conducted without the presence of other Non-Independent Directors and members of management. During the meeting, the Independent Directors evaluated the performance of the Non-Independent Directors, the Chairman, and the Board as a whole. They also assessed the quality, quantity, and timeliness of the information flow between the Companys management and the Board of Directors.

14. BOARD EVALUATION

The Companies Act and Listing Regulations relating to Corporate Governance contain provisions on evaluation of the performance of the Board and its Committees as a whole and Directors including Independent Directors, Non-Independent Directors, and Chairperson individually. In pursuant thereof, annual evaluation of performance of the Board, working of its committees, contribution and impact of individual directors has been carried out through a questionnaire for peer evaluation on various parameters.

Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for Independent Directors are determined by the NRC Committee. An indicative list of factors on which evaluation was carried out includes participation and contribution by a Director in meetings, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behaviour and judgment. Performance evaluation of the Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. The Directors expressed their satisfaction with the evaluation process.

15. PARTICULARS OF EMPLOYEES

The statement containing particulars in terms 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 forms part of this report and is appended herewith as Annexure 4 to the Boards report

The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 forms part of this report. Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has undertaken "Corporate Social Responsibility (CSR)", initiatives in areas of Health, Education and Employability which are projects in accordance with Schedule VII of the Companies Act, 2013.

A detailed report on CSR activities undertaken during the financial year 2024-25 is enclosed as Annexure-5 to this Report.

17. RISK MANAGEMENT

The Company has a risk management framework for the identification and management of risks.

In line with the requirement under the SEBI Listing Regulations, the Company has constituted a Risk Management Committee (RMC), comprising of members of the Board and Key Managerial Personnel. Composition of RMC is provided in the Corporate Governance Report, which forms part of this Report.

RMC is entrusted with the responsibility of overseeing strategic, operational and financial risks that the organization faces, along with the adequacy of mitigation plans to address such risks.

Additional details relating to Risk Management are provided in the Management Discussion and Analysis report forming part of this Report.

18. LOANS, GUARANTEES OR INVESTMENTS

Particulars of investments made, loans given and guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are provided in Note No. 47 to the Standalone Financial Statements in the Annual Report.

19. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions or arrangements entered into by the company during the financial year were on an arms length basis and in the ordinary course of business. In Compliance with the provisions of the Act and Regulation 23(2) of the SEBI Regulations, 2015, all related party transactions had been placed before the Audit Committee for prior approval.

The transactions with related parties are disclosed in Note No. 40 to the Standalone Financial Statements in the Annual Report. Information on transactions with related parties pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is enclosed as Annexure-6 to this Report. Further, there are no materially significant related party transactions with its promoters, the directors or the management, their subsidiaries, or relatives, etc. that may have potential conflict with the interests of the Company at large.

The Company has formulated a policy for transacting with Related Parties, which is uploaded on the website of the Company and can be viewed at https://solara.co.in/uploads/2023/07/Solara-Policy- on-Related-Partv-Transactions.pdf

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

21. AUDITORS AND AUDIT REPORTS

Statutory Auditors

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No.117366W/W-100018) were reappointed as Statutory Auditors of the Company at the Sixth Annual General Meeting of the Company held on September 15, 2023, for a period of 4 years and will hold the office till the conclusion of the 10th AGM of the Company.

Further, the Auditors report to the shareholders on the standalone and consolidated financial statement for the year ended March 31, 2025, does not contain any qualification, observation or adverse comment.

Secretarial Auditors

M/s. Mohan Kumar & Associates, Practicing Company Secretaries, Chennai, were the Secretarial Auditor for the Company financial year 2024-25,

The Secretarial Audit for the financial year 202425, inter-alia, included audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Regulations and applicable Regulations prescribed by SEBI amongst others.

The Secretarial Audit Report is enclosed as Annexure 7 to the Boards Report.

There are no observations or Remarks in the Secretarial Audit Report.

Secretarial Auditors for the financial year 2025-2026

The Board of Directors at their meeting held on May 15, 2025 has recommended the appointment appointment of Ms. Parimala Natarajan, a peer reviewed Practicing Company Secretary (CoP No. 5239) as Secretarial Auditors of the Company for a period of 5 consecutive years, from April 1, 2025 to March 31, 2030, subject to approval from the shareholders at the ensuing Annual General Meeting.

Ms. Parimala Natarajan, Practicing Company Secretary has given her consent to act as Secretarial Auditors of the Company and have confirmed her eligibility for the appointment. Detailed profile of Ms. Parimala Natarajan, Practicing Company Secretary forms part of the AGM Notice.

Internal Auditors

M/s. Price Waterhouse Coopers, Chartered Accountants are the Internal Auditors of the Company for the Financial year 2024-2025. The Internal Auditors carried out the audit as per the audit plan defined by the Audit Committee and regularly updated the committee on their internal audit findings at the Committees meetings.

The Internal Auditors were satisfied with the managements response on the observation and recommendations made by them during the course of their audit and have expressed satisfaction with the internal systems, controls and process followed by the Company.

Internal Auditors for the financial year 20252026

The Board of Directors at their meeting held on May 15, 2025 appointed M/s. Grant Thornton Bharat LLP (formerly known as Grant Thornton India LLP) (LLPIN: AAA-7677) as the Internal Auditors of the Company for the Financial year 2025-26.

Cost Auditors and Cost Records

Mr. K. Suryanarayanan, Cost Accountant (Membership No.24946) has carried out the Cost Audit for the applicable business for the year under review.

Pursuant to the provisions of Section 148(3) of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on May 15, 2025, based on the recommendation of Audit Committee, approved appointment of Mr. K. Suryanarayanan, Cost Accountant (Membership No.24946), as the Cost Auditor of the Company for financial year ended 2026 (FY26) at a remuneration not exceeding 4.75 lakhs/- plus taxes and out of pocket expenses. A proposal for ratification of remuneration of the Cost

Auditors for FY26 is placed before the Shareholders for approval in the ensuing AGM.

Further, the Company has duly maintained Cost Records as specified under sub-section (1) of section 148 of the Companies Act, 2013.

22. INTERNAL FINANCIAL CONTROLS

The Company has in place well defined and adequate framework for Internal Financial Controls ("IFC") as required under Section 134 (5) (e) of the Companies Act, 2013.

During the year under review, such controls were tested and no material weaknesses in their design or operations were observed.

23. OTHER DISCLOSURES

Reporting of frauds by Auditor

During the year under review, neither the Statutory Auditors nor the Internal Auditors have reported to the Audit Committee or Board, any instances of fraud under Section 143 of the Companies Act, 2013.

Nature of Business of the Company

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

Change in Registered Office and Corporate Office

During the year under review there was no change in the Registered office and Corporate office of the Company.

Further, w.e.f May 05, 2025, the Registered office of the Company was shifted to Cyber One, Unit No. 902, Sector 30A, Plot No. 4 & 6, Vashi, Navi Mumbai, Maharashtra, India, 400703 and the Corporate Office of the Company was shifted to TICEL Bio Park, 6th Floor, Module No 601 602 603, Phase II - CSIR Road, Taramani, Chennai, Tamil Nadu, India, 600113.

Public Deposits

The Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Credit Rating

During the year under view, CRISIL has reaffirmed credit rating of CRISIL BBB / Negative for long term debt and CRISIL A3+ for short term debt.

Vigil Mechanism / Whistle Blower Policy

The Company, in compliance with Section 177 of the Companies Act, 2013 and Regulation 22 of Listing Regulations has established a Whistle Blower Policy in place as part of its vigil mechanism. The policy provides appropriate avenues to the directors, employees and stakeholders of the Company to make protected disclosures in relation to matters concerning the Company. Protected disclosures are appropriately dealt with by the Whistle Officer or the Chairman of the Audit Committee. The policy is also available on the Companys website at https:// solara.co.in/uploads/2023/07/Solara Whistle- Blower-Policy-1.pdf

Policy on Directors Appointment and Remuneration

The policy of the Company on Directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Section 178 of the Companies Act, 2013 is available on the Companys website at https://solara.co.in/uploads/2023/07/ Solara Nomination Remuneration-Policy.pdf

Insurance

The assets/ properties of the Company are adequately insured against loss due to fire, riots, earthquake, terrorism, etc., and against other perils that are considered necessary by the management.

Annual Return

Pursuant to Section 92 of the Act and Rules made thereunder, Annual Return of the Company as on March 31, 2025 is available on the website of the Company and can be accessed at https://solara. co.in/investor-relations/annual-return/

Other Confirmations

During the year under review, the Company has not made any application under the Insolvency and Bankruptcy Code, 2016 and no proceedings are pending under the Insolvency and Bankruptcy Code, 2016 during the year. During the year, there was no one-time settlement done with the Banks or Financial Institutions.

Secretarial standards issued by the Institute of Company Secretaries of India (ICSI)

The Directors state that the applicable Secretarial Standards have been followed during the Financial Year 2024-25.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 134 of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure -8 to this Report.

Disclosure under the Sexual harassment of woman at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has put in place an anti-sexual harassment mechanism in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Committee have been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint of sexual harassment during the year 2024-25.

The Internal Committee of the Company has filed annual return for the calendar year 2024. The following is the summary of the complaints received and disposed off during FY24:

(i) No. of complaints filed during the financial year: Nil

(ii) No. of complaints disposed-off during the financial year: Nil

(iii) No. of complaints pending as on the end of financial year: Nil.

Further, the Company also organizes and conducts various training programmes, from time to time, for awareness on the provisions of POSH Act.

24. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Directors of your Company confirm that:

a) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

c) they 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) they have prepared the annual accounts on a going concern basis

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

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

25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As stipulated under the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) describing the initiatives taken by the Company from environmental, social and

governance perspective is provided separately and forms integral part of this Annual Report. BRSR as a part of Annual Report is available on the compa nys website.

26. ACKNOWLEDGEMENT

Your directors place on record their sincere appreciation for the dedicated services and continued commitment of all employees of the Company. Directors also extend their gratitude for the consistent support and cooperation received from banks, government and regulatory authorities, stock exchanges, customers, vendors.

	For and on behalf of the Board of Directors
	Sandeep Shashikantha Rao	M Mohan
Place: Bengaluru	Managing Director & CEO	Whole Time Director
Date: May 15, 2025	DIN: 10838251	DIN: 03610282