Techknowgreen Solutions Ltd Directors Report

To

The Members of

Techknowgreen Solutions Limited

Your Directors have pleasure in presenting the 3rd Annual Report of your Company together with i he Audited Statement of Accounts and the Auditors Report of your company lor the financial year ended 31st March 2025

1. FINANCIAL HIGHLIGHTS

rhe Financial highlights (standalone and consolidated) of the Company for the FY 2024-25 are mentioned herein below:

Particulars	Standalone	Consolidated	Standalone*
	2024-2025	2024-2035	2023-2034
Revenue from Operations	32.98	32.98	23.45
Other Income	0.24	0.24	0.05
Total Income	33.22	33.22	23.5
Total Expense other than Finance Cost and Depreciation	22.85	22.94	14.52
Profit before Interest and Depreciation and Tax	10.37	10.27	8,98
Finance Cost	0.01	0.01	0.20
Depreciation	0.33	0.83	0.25
Net Profit before Prior period items and Tax	9.53	9.43	8.53
Prior Period items	-	-	-
T ox Expense	1.87	1.84	2.43
Net Profit after Tax	7.65	7.58	6.11

2. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

On a standalone basis, the total income for the financial year 2025 stood at Rs. 33.22 crore, The profit for the year attributable to shareholders (PAT) was R&. 7.65 crore. after meeting all administrative and other expenses.

Net Profit Analysis:

During the year under review, th? Company has recorded a Net Profit after Tax of Rs 7.65 Crores os compared to Rs, 6,11 crores in the previous financial year, registering a marginal growth of approximately 25.20%.

D us pice the positive growth in net proit, the net profit ratio has witnessed a slight reduction due

to the following reasons:

* increase in Employee BenefiL Expenses: in the previous year, a portion of employee expenses was capitalised as the related assets were under development. However, during ihe current year, as the asset became ready far use, the related employee costs were charged directly to the profit 6 loss Account under employee benefit expenses. Brief Comparison;

i. Fy 2023-24 - 397.33 Lakhs

ii. FY 2024-25 - 516.42 Lakhs

* Higher Depreciation Expense: There has been a significant addition to the Property, Plantand Equipment during the year, leading fo an increase in depreciation charges, Brief Comparison;

l FY 2023-24-24.76 LakflS i. FV 2024-25 - 33.33 Lakhs

- One-time Statutory Dues Payment: rhe closure of an assessment pertaining to the erstwhile partnership frrm (which was later converted into the Company) resulted in the payment of prior statutory dues, impacting The net profit ratio.

New Orders and Future Outlook:

* During the year, The Company secured significant new orders and collaborations, marking a major milestone in its business growth trajectory.

* As o result, there has been ? corresponding increase in turnover and net profit, reflecting the Companys operational efficiency and growing market presence.

- These achievements have strengthened the Companys position in its sector and set a strong foundation far future growth.

- The Company remains optimistic aboul ihe conning financial year and is focused on leveraging new business opportunities, strengthening client relationships, and expanding Its service offerings to achieve sustained growth.

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134(3} (J)OFTHECOMPANIES ACT, 2013

During theyeai, the Company hers not proposed any amount to be transferred to Reserve out ?f the net profits of the company In terms of section 13J-(3)(j) of The Companies Act, 2013.

4. DIVIDEND

During the period, the Board of Directors has not recommended or declared any dividend, in order to conserve resources and strengthen the financial positron of the Company. The decision has been taken keeping in view the Companys Jong-term growth plans and funding requirements

5. SUBSIDIARY COMPANIES

During The year, your Company has expanded its global footprint by incorporating two wholly owned subsidiary companies In international

jurisdictions to strengthen its presence and operations In global markets. The details of the same are as rollows:

* Techknowgreen Solutions PTE LTD - A wholly owned subsidiary Incorporated In Singapore to cater fa the Southeast Asian market and facilitate regional collaborations and service delivery Date of incorporation - 12th October 2024

• Techknowgreen Solutions Inc - A wholly owned subsidiary incorporated in the United States ol America (USA) to support the CompanysstratogEcgrowrhiriNorthAmerica and to address the growing demand for environmental and sustainability solutions. Date of incorporation - 19th November 202*1

Pursuant: to the requirements of Section 135 of the Act, the Standalone and Consolidated financial statements along with relevant documents and audited financial statements of the subsidiaries are hosted on the Companys website.

Pursuant to Section 129(3) of the Companies Act, 2013 (^J,the Act") read with Rule 5(l) at the Companies (Accounts) Rules, 2014, the statement containing the salient feature of Ihe financial statement at a Companys subsidiary Is given as "Annexure-tl In the Form AOC-T

6. CHANGE IN NATURE OF BUSfNESS

During the year, there has been no change in the nature o! business ot company.

7. MATERIAL CHANGES AND

COMMITMENTS

During the year, there has been no other materia) change or commitment affecting me financial posh ion of the Company between the end of the financial year and the date of this Report.

8. SHARE CAPITAL

The Authorised Share Capitol ot the Company as on 31st March 2025 Is FIS. 10,00,00,000/- (Rupees T q n Cr ore On Iy) divided in to TOO,00,00 0 Equity Shares of Rs.10/- each and the Paid-up Share Capital Is fts. 7,38,27,300/- divided into 73,82/730 Equity Shares of Rs,10/-each. During the year, There has been no change In rhe share capital ot the Company

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND

PROTECTION FUND

During The year, your Com pony was not required to transfer any amount of

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186 of the Companies Act. 2013. details of loans given, guarantees provided, and investments made during the year under review are as follows:

During the year, the Company has made investments in the following whnlty owned subsidiaries:

* Techknowgreen Solutions Pte, Ltd,, Singapore

* Techknowgreen Solutions inc., USA

fhe details of such investments tire provided in the financial statements forming part of this Annual Report given as "Annexure- tf in the Form AOC-1,

The Company has ensured that all such transactions were made within the limits prescribed under Seel ion 186 of the Companies Act, 2013, and In compliance wllh the relevant provisions thereal

11. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

During rheyeorunder review, yourCampany has incorporated two wholly owned subsidiaries to expand its global operations and strengthen its service offerings Internationally. The details are as follows:

I. Techknowgreen Solutions PTE LTD

* Country of incorporation: Singapore

* Nature of Interest: Wholly Owned Subsidiary

* Percentage of Shareholding; 160%

- Purpose: To carei to the Southeast Asian market and undertake environmental consultancy and related services In the region.

II, Techknowgreen Solutions Inc

- Country of Incorporation: United States of America (USA)

- Nat u fe Of I nter eS t: Who! I y Ow n ed Su bsid id r y

* Percentage of Shareholding: 100%

- Purpose: To facilitate expansion in the North American market and support the Companys International clientele.

The financial performance of these subsidiaries is included in the consolidated

unclaimed dividend to Investor Education and Protection Fund.

financial statements of the Company.

The Company does not have any Joint Venture or Associate Company as on the date of this Report.

12. DEPOSITS

During t he year under review, your Company has not invited any deposits from public/ shareholders as per Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

13. RELATED PARTY TRANSACTIONS

During the year under review, oil related party transactions entered into by the Company were in the ordinary course of business and conducted an an arms length basis. These transactions were In compliance with the provisions of Section IRS of the Companies Act, 2013.

Pursuant to Regulation 23 of the SEBI {Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had sought approval of the Members for material related party transactions through postal ballot, in compliance with the applicable provisions. The resolution in this tegard was duly approved by the Members on 05th July 2025.

Details of the related party transactions are mentioned in Form AOC2 and annexed herewith as Annexure III.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ihe Company has a professional Board with Execu ti ve DI re ct ors & N o n - C xe c u ti ve Di rector s who bring the light mix of knowledge, skills, and expertise and help the Company in implementing the best Corporate Governance practices (as Annexure l)

Mr. Aniket Kadam, Whole Time Director and CFO of the Company wilE retire by rotation at the ensuing Annual General Meeting and being eligible offered him/ themselves for re-appointment as per Section 152 Of the Companies Act, 2Q13

During the period under review following changes have taken place In the constitution of Board:

Appointment of Key Managerial Personnel

1, CS Omkor Khirwadkar (Membership No: A73762) as Company Secretary and Compliance Officer of the Company w.e.f, 23rd August 2024.

Composition of board of directors os on 31st March 2025 is as following:

S,N. Name	Designation	DIN	Date of Appointment
1 Dr. Ajay RamakantOjha	Managing Director	03549752	02.012023
2 Dr. Anifcet Vijay Kaoam	Executive Director	05010202	02.01 2023
3 Dr, Prasad Rangrao Pawar	Executive Director	02033491	02.01.2023
Mis, Ronfta Ghosh 4 (Resigned with effect from 19th April 2025)	Non-executive Independent Director	09240257	11.03 2023
5 Mr. Kuntal Jitendra Dave	Non-executive Independent Director	00309275	11.032023
6 Mr, Vinayak Dattatraya Kelkar	Non-executive Independent Director	10043658	11.032023
7 Dr. A.mket Vijay Kadam	Chief Financial Officer	AMXPK1735H	11.032023
8 Dr, Prasad Rangrao Pawar	Chief Executive Officer	AMGPPQ572K	11.03 2023
_ Ms Rujuta Prakash Jagtap ^Appointed wtth effect from 18th July 2025)	Non-executive Independent Director	00361390	13.072025
10 Mr. Omkar Khirwadkar	Company Secretary and Compliance Officer	GKRPK6227A	23.032024

During the yearand up to the dote ol this Report, thefoilowlng changes occurred In the composition ?f Key Managerial Personnel and the Board of Directors;

• Mr. Vinayak Vijay Chlndak, company secretary and compliance Officer, resigned from his position with effect from 3Dth .June 2024,

- Mrs, Rftnita Ghosh, Independent Director of the Company, tendered! her resignation with effect irom T9th April 2025 due to her personal commitments and the need to devote more lime to her other professional and social engagements, the Board places on record its deep appreciation for rhe invaluable guidance, strategic vision, and unwavering support extended by Mrs. Ghosh during her tenure with the Company,

in accordance with Regulation 30 rood with Schedule ill of the SEBi (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mrs. Ronll.a Ghosh has confirmed that i here are no other material reasons for her resignation olher than those stated in her resignation letter

- To fill the said vacancy, the Board, at its meeting held on 18th July 2025, appointed Ms Hujuta Prakash Jagtap as an Additional Independent Director (Non-Executive). The said appointment is subject to approval of the shareholders at the ensuing Annual General Meeting,

15. DECLARATION BY INDEPENDENT DIRECTORS

i ire Board of Directors of the Company hereby confirms thaL all Ihe Independent Directors duly appointed by the Company have given the declaration and they meet the criteria of independence os provided under Section 14-9(s) of the Companies Act, 2013

the Board opined and confirm, in terms of Rule & 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.

16. NUMBER OF MEETING OF BOARD OF DIRECTORS

During the period under review, A Board Meetings were held by Board of Directors as per Section 173 of the Companies Act. 2013 which is summarized below, ihe provisions of the Companies Act, 2033 were adhered to while considering the time gap between the two meetings.

S. No.	Data of Moating	Board Strength	Directors Present 1
1	22.05.2024	6	Dr Ajay Ramakcint OjhO
			Dr Prasad Rangrao Pawar
			Dr. Aniket Vljay Kadam
			Mr. Vinayak Dattarraya Keikctr
			Mr Kuntal Jitendra Dave
			Mrs. Ronita Ghosh
2	2303.2024	6	Dr Ajay Ramakcmt Oiho
			Dr Prasad Rangrao Pawar
			Dr. Aniket Vijay Kadam
			Mr Vinayak Dattatraya Kelkor
			Mr Kuntal Jltendra Dave
			Mrs, Ronita Ghosh
3	GS.N.2024	6	Dr Ajay Rarnakant Oiho
			Dr Prasad Rangrao Pawar
			Dr. Aniket Kadam
			Mr. Vinayak Dattatraya Kelkor
			Mr, Kuntal Jitendra Dave
			Mrs. Ronita Ghosh
4	13.022025	6	Dr Ajay Ramakant Ojho
			Dr Prasad Rangrao Pawar
			Dr, Aniket Kadam
			Mr, Vinoyak Dattatraya Kelkar
			Mr Kuntal Jltendra Dave
			Mrs Ronita Ghosh

17. COMMITTEES OF THE BOARD

AUDfT COMMITTEE

Your Company has constituted Audit Committee w.e.f. 08th May 2023 which consists of following members;

- Mr. Vinayak Kelkar - Chairman of Committee - Mrs. Fionfta Ghosh - Member

* Dr F^rrasad Pawar - Member

Since, Mrs. ton [to Ghosh has resigned from the company w.e.f. 19th April 2025, the revised constitution as an the date of report Is:

* Mr Vfnaynk Kelkar - Chairman of Committee

* Ms. Rujuto Prakash Jagtap- Member

* Dr Pmsod PdWar - Member

During the year A meetings were held by the members ol Audit Committee which is summarised below:

S. No.	Date of Meeting	Directors Present
1	21,05.2024	Dr Prasad Ranqrao Pawar
		Mr. vinayak Dattarraya Kelkar
		Mrs. Ronita Ghosh
		Dr Prasad Ranqrao Pawar
2	22.08.2024	Mr. Vinayak Dattatraya Kelkar
		Mrs. Ronita Ghosh
3	08.11,2024	Dr Prasad Ranqrao Pawar
		Mr, Vinayak Dattairaya Kelkar
		Mrs. Ronita Ghosh
:4	13.0Z2025	Dr Prasaa Ranqrao Pawar
		Mr. Vinayak Dattatraya Kelkar
		Mrs. ftonita Ghosh

0 NOMINATION AND REMUNERATION COMMITTEE

Your Company hos constituted Nomination and Remuneration committee w.e.f. 03th May 20:23 Which consists of fallowing members

? M r. Vina y a k Ke I ka r - Chairm an of Comm i rtee

- Mrs. Ranilo Ghosh - Member

* Mr. Kuntol Dave r- Member

Since, Mrs. Ronito Ghosh has resigned from the company w.e.f. 19th April 2025, the revised constitution as on the date of report is:

- Mr.VinayakKelkar -Chairmanol Committee

- Ms. Rujuta Prakash jagtap - Member

- Mr. Kuntol Dave - Member

1 meeting was held during the financial year on 21st May 2D24 and all members were present at the meeting.

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other mo tters provided under sub-sec cion (3) affection 178 has been upioad on the website of The Company (Website: www.techknowgreen com)

c STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Company has constituted Stakeholders Relationship committee w.e i oeth May 2023 which consists of following members:

* Mr vinayakKelkar-chcjirmanofOammlttea

- Mrs. Ronrto Ghosh - Member

- Mr. Kuntol Dave - Member

Since, Mrs. Ronita Ghosh has resigned from the company w.ef, 19th April 2025, the revised constitution as on the date of report: Is:

* Mr Vinayak Kelkar-Chairman of Committee

* Ms, Rujuta Prakash Jagtap - Member - Mr. Kuntal Dave - Member

I meeting was held during the financial year on 20th March 2025 and the members wore:

- Mr Vinayak Kelkar

* Di, Prasad Pa war

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of 0 Director and other matters provided under sub-section (3) of section 173 has been upload on the website 01 the Company, {website: www.ter hkoowgieen. com)

18,BOARD EVALUATION

The Board of Directors has carried ouL an annual evaluation of Its own performance, Board Committees, and Individual Directors pursuant to the provisions of Companies Act, 2013.

A structured questionnaire was prepared after taking into consideration Ihe inputs received from Nomination and Remuneration Committee, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Commiitees. Boord culture, execution ond performance ol specific duties, obligations and governance.

A separole exercise was carried out. to evaluate the performance of individual Directors, who were evaluated on parameters such os level ol

engagement and contribution, independence of judgment, safeguarding the interesi of the Company and its minority shareholders etc,

The perf orma nfee eva luatio not the f ndependdrit Directors was carried out by the entire Board excluding the Director being evaluated, The performance evaluation of Nqn-lrtcteipenclerrt Directors, Board as a whois was evaluated in a separate meeting of independent Directors taking inro account the views of executive Directors and non-executive Directors

The feedback and results of the questionnaire were collated and consolidated report was shored with the Hoard tor improvements of Its effectiveness. The Directors expressed their satisfaction with the evaluation process. Further, the evaluation process confirms that the Board and its Committees continue to operate effectively, and the performance of the Directors is satisfactory.

19. DIRECTORS RESPONSIBILITY STATEMENT

pursuant to Section 134(5) of the Companies Act, 2013 the hoard of Directors of the company confirms that-

a In the preparation of the annual accounts, the applicable accounting Standards hod been followed along with proper explanation re to ting to material departures;

b. Thedirectorshodselectedsuchaccounting policies and applied them consistently and mode judgments and estimates that are reasonable and prudent so os to give a true and fair view of the state of affairs of the company ot the end of the financial year and of the profit ol the company for That period:

c. The directors hod taken proper and sufficient care for the maintenance of adequate accounting records In accordance with the provisions of this Acl for safeguarding the assets of the com pa ny a n d lo r p reve n t i n g a ri d de l eat ing fraud and other irregularities;

d. The directors had prepared the annual accounts on a going concern basis; and

e. proper internal financial controls laid down by the Directors were followed by the Company and ihat such internal financial controls are adequate artd were operating

effectively;

t. The directors hod devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were ode quo to and operating effectively

eased on the framework of internal linancial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and rhe reviews performed by management and the relevant board committees, including the Audit. Committee, the Board is of the opinion I hat the Companys internal financial controls were adequate and effective during FY 2025.

20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Companies Act, 2013 re-emp hashes the need far an effective internal financial Control system in the company. The system should be designed and operated effectively. Rule 8(5){viti) of Companies (Accounts) Rules. 20M requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board % report.

iq ensure effective internal Financial Controls the Company has laid down the following measures:

All operations are executed thiough Standard Operating Procedures (SQPs) in all Junctional activities for which key manuals have been put in place The manuals are updated and validated periodically

All legal and statutory compliances are ensured on a monthly basis Non-compliance if any, is seriously taken by the management and corrective actions are taken immediately Any amendment is regularly updated by internal as welt as external agencies in the system.

Approval of alt transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management.

The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection ol all the assets, Fixed Asset verification of assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to Managing Director and Board Of Directors

for review and necessary action.

21. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board of Directors, after evaluating the parameters fold down under the Companies Act 2013 and SEEii (Listing Obligations and Disclosure Requirements) Regulations, 2015, is of the opinion that tine independent directors appointed during the year possess the rep qlslte integrity, expertise, and experience (including proficiency ascertained through the online proficiency self-assess mem test conducted by the Indian Institute of corporate Affairs, where applicable}, the Board considers Hw backgrounds, qualifications, and prolessioncil experience qs valuable additions contributing meaningfully to the Companys governance and decision-making processes.

22. ANNUAL RETURN

In compliance to provisions of section 134(3) (a) of Lhe Companies Act, 2013 copy of the Annual Return referred to in sub section (3) of Section 92 of the Act in Form Mo, MGT 7 shall be placed on the website of the company (www. techknowgreen.com) post ensuing Annual General Meeting.

23. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

The Company has duly discharged its Corporate Social Responsibility (CSR) obligations by supporting initiatives aligned with the activities prescribed under Schedule VII of the Companies Act. 2013. All CSR activities were undertaken in accordance with the Companys CSR Policy. The detailed report on CSR initiatives and expenditure, as required under the Companies Act. 2013, is annexed to this Annual Report as "Annextire VI"

24. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO)

A, CONSERVATION OF ENERGY:

Steps taken / impact on conservation of energy, with special reference to the following:

i. Steps taken or impact on conservation of energy: the operations of the Company are not energy Intensive In nature. However, the Company remains committed to energy conservation and sustainability across its operations, in this regard, the following measures have been initiated and Implemented during the year

- Use of energy-efficient equipment: The

Company has progressively replaced conventional lighting with I ED fixtures and energy- el ficlent appliances across its offtcesond facilities, resulting jn measurable reductions in efeetrlcfty consumption

* Monitoring and optimization: Regular

energy audits and consumption tracking are conducted to identity potential areas of energy savings. Adjustments in operational pr notices hove been made to optimize the use of air conditioning, computing, und lighting systems.

- Awareness and training; Employees are periodically sensitized on best practices related to energy conservation, including responsible usage of electronic equipment, optimal use of light ng, and reducing idle machine time

- Green initiatives: The Com pony is also exploring opportunities to integrate renewable energy sources and adopt sustainable infrastructure wherever feasible in future expansions.

it. Steps taken by the company for utilizing alternate sources of energy including waste generated: The operations of your Company are not energy intensive.

tri. Capital investment an energy conservation equipment: NJL

As the company is under service consultancy

business, there is no high energy consumption

during the period under review

B. TECHNOLOGY ABSORPTION:

i: Efforts, in brief, made towards technology

absorption: Mone

1L Benefits derived as a result of the above efforts, e.g., product improvement, cast reduction, product development, import substiiuiion, etc: Not Applicable

in. In case of imported technology (imported during the lost 3 years reckoned from the beginning of the financial year), following information may be furnished:

a Derails of technology imported: None

b. Year of import: NA

c. Whether rhe technology been fully absorbed NA

d. Il not fully absorbed, areas where

absorption has not taken place, and the reasons therefore: NA

‘v. The expenditure Incurred on Reseorch and Development: 169.98 Lakhs

- If J VWJ --I WW V "

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars	Current Year	Previous Year
FOB Value of Export	-	0.38
CiF value of import	-	-
Expenditure on store and Spores	-	-
Expendiiure on Foreign Travel	-	-
Other	-	-

25. BUSINESS RISK MANAGEMENT

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non- business risk The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the some through a properly defined framework

Although, market conditions ore likely to re mail i compel itive future success will depend upon offering improved products through technology innovotlon and productivity The company continues to invest rn these areas. The Company has the risk management and Internal control framework in place commensurate with the a be of the Company. However, Company is trying to strengthen the same,

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

There ore no significant material orders passed by the Regulotors/courts which would impact the going concern status of the Company and it.g future operations

27. AUDITORS

* Stgtutqr.y. Auditors & their Report:

The members of the Company at its isr Annual General Meeting have appointed m/s vishwas & Associates, Chartered Accountants (FRN: M3500W) as Statutory auditor far a term of 5 years who shall hold office till conclusion of 5th Annual General Meeting al the Company and certificate from the Auditors to the effect they

are not disqualified to continue as statutory auditors under the provisions of applicable laws have been received by the management of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by m/s Vishwas & Associates, Chartered Accountants (FRN: 1435DOW), Statutory Auditors. In their Report on the accounts of the Company For the year under review, The observations made by them in their Report are self-exp I a notary and do not call for any further clarifications from the Board.

o Cost Auditor

The Cost Audit pursuant to section MS oi the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2.014 is not applicable to the company,

* Secretarial Auditor

Pursuant to the provisions oF Section 204 of rhe Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, your Company had appointed M/s Knlkarni Pore and Associates ("Sec ret aria F Auditors¹) to conduct the Secretarial Audit of your Company for the Financial Year 2024-25,

Tho Sec re tar lo I AudJt Report for the Financial Year ended March 3T, 2025, Is annexed herewith as Annex Lire IV and forms an integral part of rhis Annual Report, The Secretariat Audit Report does not contain any qualification, reservation or adverse remark.

The Secretarial Auditors of the company hove not reported any fraud as specified under the second proviso of Section 143(12) of the companies Act, 2013 (including any statutory modification^} or reenactment(s) tor the time

being in force

26. CREDIT RATING OF SECURITIES

The Company has not obtained any credit rating of its securities.

29. DETAILS OF CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (iBC)

No corporate insolvency resolution process is initialed against your Company under insolvency and Bankruptcy Code, 2016 (iBC).

30. DETAILS OF PREFERENTIAL ISSUE WITHDRAWN VOLUNTARILY BY THE COMPANY:

During the year, the Company had proposed a preferential issue of equity shares ond obtained necessary approvals, including rn- principle approval from the Stock Exchange and shareholders consent through a special resolution. However due to prevailing market conditions and strategic reconsiderations, the Company did not proceed with the allotment af shares. Consequently, the preferential issue Was not implemented and withdrawn voluntarily.

31. STATEMENT REGARDING COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

the Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRE5SAL) ACT, 2013

Your Company is committed to creating ond maintaining an atmosphere In which employees can work together, without fear of sexuol harassment, exploitation and intimidation. Accordingly, the company has In place an AfUi-Sexual Harassment Policy In line with the requirements of The Sexual Harassment of Women at tire Workplace (prevention. Prohibition & Redressol) Act 2013. internal Complaints Committee (fCC) was set up to redress complaints received regarding sexual harassment. All employees

(Permanent, Contractual, temporary, trainees) are covered under this policy

The following is a summary at sexual harassment complaints received and disposed of during the year:

No. of Complaints received	NIL
No of Complaints disposed off	NIL
Number of cases pending tar more than 90 days	NIL

33. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

i hS Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments ond 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 marer rniy benefits as prescribed under the Marerniry Benelil Act, IBGi. 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 irr place to uphold the spirit and tetter of me legislation.

34. GENDER-WISE COMPOSITION OF EMPLOYEES

The company discloses below the gender composition of its workforce as on the March 31, 2025,

* Male Employees 51

- Female Employees: 24

* Tra n sgende r E m p I oyees: 0

This disclos u re rei nf orces the Company s eff a rts to promote an inclusive workplace culture and equal opportunity to roll Individuals, regardless of gender.

35. DOWNSTREAM INVESTMENT

The Cqrppja ny h a ve O verS9asjl rectfn vestment (ODI), however the subsidiaries has not Invested in any other Company in India.

36. DISCLOSURE UNDER REGULATION 32 OF SEBI (LODR), 2015 AND SECTION 13(8) OF THE COMPANIES ACT, 2013

During th? financial year 2024-25, the Company sought dnd obtained approval

from the shareholders at; the AGM held on ?7th September 202A tor modifying the object of the Issue as origin-ally staled in the offer document

fhe Object was mod if feet (mm ‘Issue related expenses la relation to the Fresh issue to Research and development f"R&D") initiatives wild Includes hiring o< experienced k&d resources and purchase of equipment to support K&D initiatives which shall be spent by the Company in the Current Financial fear i.e. 303.4-35.

The change was mode in compliance with applicable laws, including Regulation 32 of $?B1 (lODR) Regulations, 2015 and Section 13(3] of the Companies Act, 2013. The Company is utilising the unutilised proceeds of the issue in line with the revised object.

37. VIGIL MECHANISM /WHISTLE BLOWER POLICY

in compliance with the provisions of section 17? of the Companies Act, 2013 applicable provisions of SCBI Listing Regulations (SEBI lddr, 2015), ihe Company has in place the Whistle Blower Policy and Vigil Mechanism far Directors, employees and other stakeholders which provides n platform to mem tor raising their voice about any breach of code of conduct, financial irregularities, Illegal or unethical practices, unethical behaviour, actual or suspected fraud.

Adequate safeguards are provided against victimization to those who use such mechanism and direct access Ea the Chairman ol the Audit Committee In appropriate cases is provided, The policy ensures that strict Confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Com ponys websi te fww w.re c hk r> lyw \ mg l l com)

38. FRAUD REPORTING

There were no frauds reported by the auditor during the year under sub-section (12) of

At the beginning of each financial year, an audit plan is rolled out with approval of the Companys Audit Committee, The pianls 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 Jaws and regulations, Based on the reports of interna I audit, process owners undertake corrective action in their respective

section 143 other than those which are reportable to the Central.Government

39. PARTECULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Electron 197(12) of the Companies Act, 2013 read with Rule 5(l) of the Companies (Appointment and Remuneration oi Managerial Personnel) Rules, 2014 are provided In the prescribed format and annexed herewith as Annexure ill to this Report. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 rood with Rule 5(2) and 5(3) of the Companies (Appointment arid Remuneration of Managerial Personnel} Rules, 2014, forms part of this Annuol Report.

Further, the Report Is being sent to the members excluding the aforesaid annexure. In terms of Section 136 oJ the Act, any shareholder i nte reste d in ob La i n I n g a c opy Lh e real m ay w r iie to the Company Secretary of the Company at cai&tec 0 Knowgre a ruaam

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report 0! financial performance and results of operations Of the Company, as required under the SEBf Listing Regulations is provided in 0 separate secLion and forms an Integral port of Annual report. it jfjjter-dlia gives details of the overall industry structure, economic developments, performance and slate of affairs of your Companys business, risks and concerns and material developments during the financial year under review.

41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The reporting or Business Responsibillly and Sustainability report is not applicable to the Company for the period under review,

42. INTERNAL AUDIT

areas. Significant audit observations and corrective actions are periodically presented to the Audit Committee of the Board,

43. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS, SWEAT EQUITY, ESOS ETC., IF ANY

During the year, the Company hod initiated the process for Issuance oi equity shares on

o preferential basis Jr? accordance with the applicable provisions of the Companies Ac l, 2013 and $E8l (issue of Capital and Disclosure Requirements) Regulations, 2018. However, clue to unforeseer 1 c ha ng e s i n market co nd i lions a nd other sircnegic considerations, the proposed preferential issue could not be concluded.

The Company has duly disclosed the development to all stakeholders in a timely and transparent manner.

Further, the company has not issued any shares with differential voting rights nor has It granted any stock options or issued sweat equity shares during the period under review.

44. DETAILS OF MONEY ACCEPTED FROM DIRECTOR

During rhe period under review the Company has not accepted money in the form of unsecured loan from the director of the Company.

45. CAUTIONARY STATEMENT

The statements contained in the boards Report contain certain statements relating to the future and therefore ore forward looking Within the meaning of applicable laws and regulations. Various factors such as economic conditions, changers In government regulations, tax regime, other statues, market farces and other associated and incidental factors may however lead to variation in actual results.

46. ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation re c-eived t rom the Ba n kg, Gove rn men tAUt hor it i e$, Customers, Vendors and Shareholders during the year under review Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, star;, and Workers of the Company