Winsol Engineers Ltd Directors Report

As on the date of this report, the Board comprises of the following Directors;

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

During the year under review, there were no changes took place in constitution of the Board of Directors of the Company.

Mrs. Amri Ramesh Pindariya (DIN: 07322896), Whole Time Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered herself for re-appointment.

Appropriate business for her re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard, of the person seeking re-appointment/ appointment as Director are also provided in Notes to the Notice convening the 10th Annual General meeting.

During the year under review there were no changes took place in the constitution of Key Managerial Personnel.

However, after closure of financial year 2024-25, Mrs. Rishibha Kasat tendered her resignation from the post of Company Secretary & Compliance Officer of the Company w.e.f. April 30, 2025 and Mr. Pratik Viralbhai Solani was appointed as Company Secretary & Compliance Officer of the Company

w.e.f. May 29, 2025.

Pursuant to provision of Section 203 of the Companies Act, 2013, the following persons were designated as Key Managerial Personnel of the Company as on the date of this Report;

• Mr. Ramesh Jivabhai Pindariya - Chairman cum Managing Director
• Mrs. Amri Ramesh Pindariya - Whole Time Director
• Mr. Kishor Jivabhai Pindariya - Chief Financial officer
• Mr. Pratik Viralbhai Solani - Company Secretary and Compliance officer

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

In terms of Section 149 of the Companies Act, 2013 and rules made there under, as on March 31, 2025 the Company has two Non-Promoter Non-Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on March 21, 2025 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 16 (Sixteen) times are as on April 26, 2024, April 29, 2024, May 3, 2024, May 9, 2024, May 10, 2024 June 03, 2024, June 27, 2024,

September 02, 2024, September 18, 2024, November 13, 2024, January 02, 2025, January 28, 2025,

February 06, 2025, February 18, 2025, March 12, 2025, March 21 ,2025. Pursuant to Section 173 of the Companies Act, 2013, the time gap between the two consecutive Board Meetings was not be more than 120 days.

The details of attendance of each Director at the Board Meetings are given below:

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

During the year under review, the following General Meetings were held, the details of which are given as under:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

• The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
• In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

• In preparation of Annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

• The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

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

• The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis.
• The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

• The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

• AUDIT COMMITTEE

Your Company has formed audit committee in line with the provisions of Section 177 of the Companies Act, 2013. Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee.

During the year under review, Audit Committee met 3 (Three) times viz on June 03, 2024, September 02, 2024 and November 13, 2024.

The composition & attendance of the Audit Committee are as given below:

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Company Secretary and Chief Financial Officer of the Company is the regular invitee at the meeting.

Recommendation of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Your Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Companys Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

• STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted Stakeholders Relationship Committee mainly to focus on the redressal of Shareholders/ Investors Grievances, if any, like Transfer/Transmission/Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The Stakeholders Relationship Committee shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company.

During the year under review, Stakeholders Relationship Committee met 4 (Four) times viz on June 3, 2024, September 02, 2024, November 13, 2024 and March 21, 2025.

The composition & attendance of the Stakeholders Relationship Committee are as given below:

Also, during the year, All the complaints received from stakeholders are resolved. There was no complaint pending as on March 31, 2025.

The Company Secretary of the company acts as secretary for the Committees & was present in meetings

of Stakeholders Grievance & Relationship Committee held during the year.

• NOMINATION AND REMUNERATION COMMITTEE

Your Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013.

Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Director and may be appointed in senior management and recommending their appointments and removal.

During the year under review, Nomination and Remuneration Committee met 2 (Two) times viz on September 02, 2024 and March 21, 2025.

The composition & attendance of the Nomination and Remuneration Committee are as given below:

Nomination and Remuneration Policy in your Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. Your Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive

Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1 of each year.

The ratio of the remuneration of each director to the median of employees remuneration as per 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 annexed to this Report as Annexure-A

During the year under review, the Company incorporated a foreign subsidiary in Lusaka, Zambia, under the name Winsol Engineers Zambia Limited, by acquiring 51% of its total capital, with effect from March 23, 2025.

Further, subsequent to the closure of the financial year, the Company incorporated a subsidiary in India under the name Alunova Profiles Private Limited by holding 51% of its total share capital, with effect from May 24, 2025.

The incorporation of the subsidiaries is a strategic initiative to expand the Companys overseas business operations and create new growth opportunities.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiary in Form AOC-1, which is annexed as Annexure B to this Report.

During the year under review, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of Companies Act, 2013, Consolidated Financial Statements of the Company and all its subsidiaries in accordance with the relevant accounting standards have been prepared which forms part of the Annual Report.

As on the date of this report, the Company had following Subsidiary and Wholly Owned Subsidiary:

Further, the Company does not have any Associate Companies and Joint Ventures as on March 31, 2025.

The annual financial statements and related detailed information about the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at your Companys registered office and that of the respective subsidiary companies concerned. In accordance

All the Related Party Transactions entered into during the financial year were on an Arms Length basis and in the Ordinary Course of Business. No material significant Related Party Transactions (i.e. exceeding 10% of the annual consolidated turnover as per the last audited financial statement) with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.

During the year under review, your company has incorporated a new foreign subsidiary, in Lusaka, Zambia under the name Winsol Engineers Zambia Limited, the incorporation effected through a Certificate of Incorporation dated March 23, 2025.

Apart from the aforementioned transaction, there were no other material changes or commitments undertaken during the financial year.

In line with its commitment to fostering a safe, respectful, and inclusive work environment, your Company has institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework to address and prevent incidents of sexual harassment across all its workplaces. Your Company maintains a strict policy of zero tolerance towards any form of harassment and ensures that all complaints are handled with utmost sensitivity, discretion, and fairness.

Your Company has adopted a Prevention of Sexual Harassment Policy, which upholds the principles of gender neutrality and confidentiality. An Internal Complaints Committee (ICC) has been duly constituted in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to address complaints, if any, in a timely and effective manner.

• number of complaints of sexual harassment received in the year - NIL
• number of complaints disposed off during the year - NA

• number of cases pending for more than ninety days - NA

Your Company is in compliance with the provisions of the Maternity Benefit Act, 1961. However, no maternity benefits were claimed by any employee during the financial year under review.

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure C.

There were no such instances of one-time settlement or differing valuations during the year under review.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure

that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations.

M/s. Raichura & Co., Chartered Accountants (FRN: 126105W), the statutory auditors of the Company have audited the financial statements included in this annual report and has issued a report annexed as an Annexure B to the Audit Report of the Company on our internal control over financial reporting as defined in section 143 of Companies Act, 2013.

The Audit Committee reviews reports submitted by management, internal auditors, and statutory auditors. Suggestions for improvements are duly considered, and the Committee monitors corrective actions. The Audit Committee also meets the statutory auditors to ascertain their views on the adequacy of internal control systems and keeps the Board of Directors periodically informed on major observations.

Based on its evaluation (as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of March 31, 2025, our internal financial controls were adequate and operating effectively.

Integrity and transparency are core to our corporate governance practices, ensuring continued trust of our stakeholders. Corporate governance at our Company aims at maximizing shareholder value in a legal, ethical, and sustainable manner. Our Board discharges its fiduciary duties in the broadest sense, and our disclosures aim to reflect global best practices in corporate governance.

As our Company is listed on the EMERGE Platform of the National Stock Exchange of India Limited (NSE), and pursuant to Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions under Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46, and Para C, D, and E of Schedule V are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Boards Report. However, the Company remains committed to upholding high standards of corporate governance.

In accordance with Section 135(1) of the Companies Act, 2013, the companys net profit for the financial year ending on March 31, 2025, exceeds ? 5.00 Crore (Five Crore Rupees). However, as per Section 135(9) of the Companies Act, 2013, if a companys expenditure under sub-section (5) is below fifty lakh rupees or if there are no funds in its Unspent Corporate Social Responsibility (CSR) Account as per sub-section (6) of Section 135, the requirement to establish a Corporate Social Responsibility Committee under sub- section (1) does not apply. In such circumstances, the Board of Directors assumes the responsibility for the functions ordinarily carried out by the CSR Committee.

Therefore, our company is not required to form a CSR Committee. Nonetheless, the Board of Directors has approved the CSR Policy, which is in alignment with the provisions of the Companies Act, 2013. The CSR Policy is available on the companys official website. Additionally, the CSR Report is included as part of the Annual Report as Annexure D

The CSR initiatives and activities undertaken by the company are in compliance with Section 135 of the Act. During the financial year 2024-25, the company has incurred CSR expenditure amounting to ? 15,00,000/- (Fifteen Lakh Rupees Only), which represents more than 2% of the average net profit over the last three financial years, as required under the provisions of the Companies Act, 2013.

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure E.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Raichura & Co., Chartered Accountants (FRN: 126105W), were appointed as Statutory Auditors of the Company in the Annual General Meeting ("AGM") of the members of company held on November 30, 2021 to hold office till conclusion of the 11th Annual General Meeting of the Company to be held in the calendar year 2026.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Pursuant to Section 138 of the Companies Act, 2013, the Company had appointed M/s. P. R. Nakum & Associates, Chartered Accountants (FRN: 0147034W), as Internal Auditor of the Company for the Financial Year 2024-25.

The Company is not required to maintain cost records as specified by the Central Government as per Section 148(1) of the Act and the rules framed thereunder and accordingly.

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014, your Company had appointed M/s. Mittal V.

Kothari & Associates, Practicing Company Secretaries, Ahmedabad, as the Secretarial Auditor of the Company for the Financial Year 2024-25. The Secretarial Audit Report is annexed herewith as Annexure F to this Report.

There have been few common annotations reported by the above Secretarial Auditors in their Report with respect to:

All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors interest / knowledge has been duly presented on the website of the Company.

During the year under review, industrial relations remained harmonious at all our offices and establishments.

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;

• Issue of Equity Shares with differential rights as to dividend, voting or otherwise;
• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;
• There is no revision in the Board Report or Financial Statement;
• No significant or material orders were passed by the Regulators or Courts or Tribunals which

impact the going concern status and Companys operations in future;

Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companys endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rules made there under:

• Information as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
• The ratio of remuneration of each director to the median remuneration of employees for the Financial Year and the Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year:

Note: We have considered only permanent employees of the Company.

• The percentage increase in the median remuneration of employees in the financial year:

The median remuneration of the employees in current financial year has decreased by 44% over the previous financial year, due to increase in number of employees.

• The number of permanent employees on the rolls of the Company: 127 (One Hundred Twenty- Seven) Permanent Employees.

• Average percentile increase/decreased already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase/decreased in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The Average salary of employee was decreased by 55.79% in comparison to previous year, due to increase in number of employees. Whereas the remuneration of the executive Directors remains was increased during the year and it was within the limit as approved by the shareholders of the Company.

• Affirmation that the remuneration is as per the remuneration policy of the company:

The Board of Directors of the Company affirmed that remuneration of all the Key Managerial Personnel of the Company is as per the Remuneration Policy of the Company.

• During the financial year, there was no employee employed throughout the financial year or part of the financial year who was in receipt of remuneration in the aggregate of not less than ? 8.50 Lacs per month or ? 1.02 Crore per financial year.

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2O14)

Statement containing salient features of the financial statement of subsidiaries or associate companies or Joint ventures:

• Number of subsidiaries: 2 (Two)

• Number of subsidiaries which are yet to commence operations

• Number of subsidiaries which have been liquidated or have ceased to be a subsidiary during the year: Not Applicable

[Pursuant to Section 134(3) (m) of the Companies Act, 2013 and rule 8(3) of the Companies (Accounts) Rules, 2014]

• CONSERVATION OF ENERGY:

Initiatives to integrate energy efficiency into overall operations are undertaken through design considerations and operational practices. The key initiatives towards conservation of energy are:

• Improved monitoring of energy consumption through smart metering and integration with building management systems;
• Continuously replacing the inefficient equipment with latest energy efficient technology

and up gradation of equipments continually;

• Increasing the awareness of energy saving within the organization to avoid wastage of energy.

• Steps taken by the Company to utilize alternate source of energy:

During the year under review, no alternate source has been adopted.

• Capital investment on energy conservation equipment:

During the year under review, Company has not incurred any capital investment on energy conservation equipment.

• TECHNOLOGY ABSORPTION:

• The efforts made towards technology absorption: Not Applicable.

• Benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable

• In case of imported technology (imported during the last three years reckoned from the beginning of financial year) Not Applicable

• Expenditure incurred on Research & Development Not Applicable

(? in Lakhs)

• A Brief outline of the Companys CSR Policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR Policy and Projects or programmes:

The Company believes that its long-term success and sustainability are closely linked to the well- being of the community and society at large. Corporate Social Responsibility (CSR) is viewed as an integral part of conducting business in a responsible, ethical, and sustainable manner.

The CSR Policy of the Company aims to promote good corporate governance, sustainable value creation, corporate philanthropy, and active support for community development initiatives. The projects and programmes to be undertaken will be in line with the activities specified under Schedule VII of the Companies Act, 2013, with a focus on areas contributing to inclusive growth and social welfare.

• The Composition of CSR Committee as at March 31, 2025:

According to Section 135(9) of the Companies Act, 2013, if a companys expenditure under sub- section (5) is less than ? 50 lakh (Fifty Lakh rupees) or it does not have any funds in its Unspent Corporate Social Responsibility Account as per sub-section (6) of section 135, then the obligation to form a Corporate Social Responsibility Committee under sub-section (1) does not apply. In such cases, the functions of such Committee provided under this section shall be discharged by the Board of Directors of such company. Therefore, company doesnt require to constitute Corporate Social Responsibility Committee.

• Details of Impact Assessment of CSR Projects Carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, If Applicable.

Not Applicable for the financial year under review.

• Average net profit of the Company for last three financial years: ? 6,69,32,723/-
• Two percent of average net profit of the company as per section 135(5): ? 13,38,654/-

• Surplus arising out of CSR projects/ programmes/ activities of the previous financial years:

NIL

• Amount required to be set off for the financial year: NIL
• Total CSR obligation for the financial year (5b+5c-5d): ? 13,38,654/-
• Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): ? 15,00,000/-
• Amount spent in administrative overheads: NIL
• Amount spent on Impact Assessment, if applicable: NIL
• Total amount spent for the Financial Year (6(a)+6(b)+6(c)): ? 15,00,000/-
• CSR amount spent or unspent for the financial year:

• Excess amount for set-off, if any:

• Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:

• Specify the reason(s), if the company has failed to spend two percent of the average net profit as per Section 135(5): The Company has not spent two percent of the average net profit as per section 135(5): Not applicable