Yasons Chemex Care Ltd Directors Report

To

The Members,

Yasons Chemex Care Limited Ahmedabad

Your directors have pleasure in presenting Eighth Annual Report of the Company along with Audited Financial Statements for the financial year ended 31st March 2025.

FINANCIAL PERFORMANCE SUMMARY:

Financial Summary and performance highlights of the Company for the financial year ended 31 st March 2025 are as follows:

(Rs. in Lakh)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	4,583.91	4767.47	7,653.31	6924.32
Other Income	218.24	81.81	278.25	95.55
Total Income	4802.15	4849.28	7931.56	7019.87
Less: Expenditure	4511.38	4612.26	7527.17	6663.66
Profit/Loss Interest, Depreciation and Tax	290.77	237.02	404.39	356.21
Less: Interest	91.21	77.42	143.51	132.91
Less: Depreciation and Amortization	8.84	10.22	37.82	42.86
Less: Extra Ordinary Items	-	-	-	-
Profit/Loss Before Tax	190.73	149.38	223.06	180.43
Less : Tax Expenses
Current Tax	20.26	27.6	51.69	57.99
Tax in respect of earlier Year	4.20	5.31	4.20	5.31
Deferred Tax Asset	5.09	(7.63)	5.09	(7.63)
Profit/Loss After Tax	161.18	124.1	162.08	124.77
Basic Earnings per share	0.83	0.70	0.71	0.71
Diluted Earnings per Share	0.83	0.70	0.71	0.71

The above figures are extracted from the Financial Statements prepared in accordance with accounting principles generally accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act and guidelines issued by the Securities and Exchange Board of India.

REVIEW OF BUSINESS OPERATIONS AND THE STATE OF COMPANYS AFFAIRS:

Standalone:

The total revenue from the operation of your Company for the financial year 2024 ?ˆ’ 25 is Rs. 4583.91 Lakhs, which is 4.00 % reduced as compared with last years total revenue Rs. 4767.47 Lakhs.

The operating profit before tax for the financial year 2024 ?ˆ’ 25 is Rs. 190.73 Lakhs which is increased by 27.68

% as compared to previous year at Rs. 149.38 Lakhs.

Total Comprehensive Income for financial year 2024 ?ˆ’ 25 is Rs. 160.47 Lakhs which increased by 30.58% as compared to the previous year at Rs 122.89 Lakhs.

Consolidated:

The total revenue from operation of your Company for the financial year 2024 ?ˆ’ 25 is Rs. 7,653.31 Lakhs which is 10.52 % higher as compared with last years total revenue Rs. 6924.32 Lakhs.

The operating profit before tax for the financial year 2023 ?ˆ’ 24 is Rs 223.06 Lakhs which is increased by 23.62% as compared to previous year at Rs. 180.43 Lakhs.

Total Comprehensive Income for financial year 2023 ?ˆ’ 24 is Rs. 161.38 Lakhs which is increased by 30.61% as compared to previous year at Rs 123.55 Lakhs.

DIVIDEND:

With a view to conserve the financial resources, your directors have considered it financially prudent in the long-term interests of the Company to reinvest the profits into the business of the Company to build a strong reserve base, therefore no Dividend has been recommended by the Board on the Equity Shares of the Company for the financial year 2024-25.

Further there was no Unclaimed and Unpaid Dividend Amount in the Company.

AMOUNT TRANSFERRED TO RESERVES:

Your Company has earned Net profit of Rs. 160.47 Lakhs during the financial year 2024 ?ˆ’ 25. Your directors have transferred to reserves of Rs. 160.47 Lakhs to Strengthen the Financial position of the Company in the nearest future. As a result, the Balance of Reserve and surplus as on 31st March 2025 is Rs. 2137.74 Lakhs

CHANGES IN THE NATURE OF THE BUSINESS:

For sustained growth in the future, your Company wants to rely on the main business of the Company. There is no change in the nature of the business of the company during the year.

CHANGES IN SHARE CAPITAL

Authorized Capital:

During the period under review, there was no change in Authorised Share Capital as Compared to Previous Year.

Issued Capital, Subscribed and Paid-up Capital:

During the period under review, there was no change in Paid Up Share Capital as Compared to Previous Year.

Buy Back of Securities

Your Company has not bought back any of its securities during the year under review.

Sweat Equity

Your Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares

Your Company has not issued any Bonus Shares during the year under review.

Employee Stock Option Plan

Your Company has not provided any Stock Option Scheme to the employees.

The Company has not issued any Shares with or without differential rights or Debentures or any other securities by way of Public Offer, Private Placement, Preferential allotment, Rights issue, Bonus Issue, Sweat Equity Shares, and Employee Stock Option Scheme or in any such other manner.

As on 31st March 2025, the details of utilization of funds raised by way of Public Issue are as follows:

Sr. No.	Objects as stated in the explanatory statement to the notice for the General Meeting	Amount proposed to be utilized	Actual amount utilized for the Objects stated in the explanatory statement to the notice for the General Meeting	Unutilize d Amount	Amount of Deviation/Vari ation for the quarter according to applicable object
1.	Meeting incremental Working Capital requirements	INR 1230.63 Lakhs	INR 1230.63 Lakhs	NIL	NIL
2.	General corporate purpose.	INR 486.80 Lakhs	INR 485.44 Lakhs	INR 1.36 Lakhs	NIL
	Total	INR 2056.80 Lakhs	INR 2055.44 Lakhs	INR 1.36 Lakhs	--

MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Companys financial position occurred between the end of the financial year of the Company and date of this Report.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

There are no significant, material orders passed by the Regulators or Courts or tribunal which would impact the going concern status of the Company and its future operation.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company consist of eminent individuals from diverse fields having experience and expertise in their respective fields. As on March 31, 2025, the board comprises 4 (Four) directors out of which 2 (two) are executive directors, 2 (Two) are non ?ˆ’ executive directors and independent directors. Independent Directors are appointed in compliance with the applicable provisions of the Act, as amended from time to time. The maximum tenure of the independent directors is in compliance with the Act.

None of the directors on the board holds directorship in more than 20 (twenty) companies and out of them none of the directors holds directorship in more than 10 (ten) public companies at a time, pursuant to provision of Section 165 of the Act.

The table below gives the composition of the Board of Directors of the Company at the end of financial year 2024 - 25:

Sr. No	Name of the Director	Category	Date of Appointment
1.	Mr. Pritesh Yashwantlal Shah Managing Director (DIN: 00239665)	Promoter, Executive Director	17/10/2017
2.	Mrs. Dimple Priteshkumar Shah Whole \u2212 Time Director (DIN: 06914755)	Promoter, Executive Director	01/01/2018
3	Ms. Angee Rajendrakumar Shah (DIN:07486980)	Non \u2212 Executive and Independent Director	13/07/2019
4	Mr. Rushabh Anilkumar Shah (DIN: 09012222)	Non \u2212 Executive and Independent Director	21/05/2024

APPOINTMENT AND RESIGNATION:

Mr. Smit Kumarpal Shah resigned from the position of Independent Director of the Company with effect from 23rd April 2024 due to personal reasons.

The Board of Directors had appointed Rushabh Anilkumar Shah in the capacity of Non ?ˆ’ Executive Additional Independent Director for the period of five years with effect from 21st May 2024 and he has been regularized as an Independent Director at the 07th Annual General Meeting held on 30th September 2024.

Ms. Shilva Kriyangbhai Shah has resigned from the position of Independent Director of the Company with effect from 13th September 2024 due to personal reasons.

The Shareholders at the 7 th Annual General Meeting held on 30 th September 2024 had re-appointed Ms. Angee Rajendrakumar Shah as a Non-Executive and Independent Director.

RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association Mrs. Dimple Priteshkumar Shah (DIN: 06914755) of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for reappointment. The aforesaid reappointment with a brief profile and other related information of Mrs. Dimple Priteshkumar Shah forms a part of the Notice convening the ensuing Annual General Meeting and the Directors recommend the same for your approval.

INDEPENDENT DIRECTORS:

The following directors have been appointed as Independent Directors in terms of Section 149(6) of the Act;

Sr. No	Name of the Director	Category	Date of Appointment	Date of Cessation

1	Ms. Aangee Shah (DIN:07486980)	Non \u2212 Executive Independent Director	13/07/2019	--
2	Mr. Rushabh Anilkumar Shah (DIN: 09012222)	Non \u2212 Executive Independent Director	21/05/2024	--

DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with sub rule (1) and sub rule

of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and they have complied with the code for Independent prescribed in Schedule IV of the Act.

The Board is of the opinion that the all Directors including the Independent Directors of the Company possess requisite qualifications, experience and expertise in their relative fields like science and technology, strategy, finance, governance, human resources, safety, sustainability, etc. and that they hold highest standards of integrity.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs ("IICA") in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Familiarization Programme of Independent Directors: The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Companys procedures and practices. The Company endeavors, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company. The details of such familiarization programs for Independent Directors are posted on the website of the Company.

KEY MANAGERIAL PERSONNEL:

Ms. Riddhi Sumit Shah is the Company Secretary of the Company.

Mr. Kiritkumar Harjivandas Shah is the Chief Financial Officer of the Company.

Mr. Pritesh Shah is the Managing Director of the Company.

Mrs. Dimple Shah is the Whole Time Director of the Company.

There has been no change in the Key Managerial Personnels during the Year under review.

PECUNIARY RELATIONSHIP:

During the year under review, except those disclosed in the Audited Standalone Financial Statements, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

ANNUAL EVALUATION OF BOARDS PERFORMANCE:

In terms of the requirement of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), an annual performance evaluation of the Board, its Committees and the Directors was undertaken which included the evaluation of the Board as a whole, Board Committees and peer evaluation of the Directors. The criteria for performance evaluation covers the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc. The performance of individual directors was evaluated on parameters such as preparation, participation, conduct, independent judgment and effectiveness. The

performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation of the Directors, the Directors being evaluated had not participated. The evaluation process has been explained in the corporate governance report section in this Annual Report.

DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATIONOF MANAGERIAL PERSONNEL) RULES, 2014:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016 details of remuneration of employees as required under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached at Annexure-I.

No employee of the Company was in receipt of remuneration more than the limits specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year ended 31st March 2025.

EXTRACT OF ANNUAL RETURN:

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the extract of the Annual Return is available on the website of the Company i.e.,

MEETINGS OF BOARD OF DIRECTORS:

The Company conducted total 6 (Six) Board meetings on 21 st May 2024, 02 nd September 2024, 03 rd September 2024, 12 th November 2024, 02 nd February 2025 and 27 th March 2025.

During the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to Meetings of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings) issued by the Institute of the Company Secretaries of India.

The time gap between the two meetings was in accordance with the requirements. Every Director currently on the Board of the Company has personally attended at least one Board Meeting in the financial year 2024-

25. All the information required to be furnished to the Board was made available along with a detailed Agenda.

Name of the Directors	Category	Meetings held During the Tenure of the Director	Meetings Attended	No. of Committee/ Membership in Which He / She is a Member & Chairman
Mr. Pritesh Yashwantlal Shah	Managing Director	6	6	NA
Mrs. Dimple Priteshkuma r Shah	Whole \u2212 Time Director	6	6	Nomination and Remuneration Committee

Ms. Aangee Shah	Independent Director	6	6	Chairperson of Audit Committee, Member of Nomination and Remuneration Committee & Stakeholder Relation Committee
Mr. Rushabh Anilkumar Shah	Independent Director	6	6	Member of Nomination and Remuneration Committee & Stakeholder Relation Committee, Member of Audit Committee

COMMITTEES OF THE BOARD AND ITS MEETINGS:

As Company is listed on EMERGE Platform of National Stock Exchange of India Limited, Hence Company required to constitute various committees as per applicable provisions of Companies Act, 2013.

Presently, the Board has Three (3) Committees i.e. Audit Committee, Nomination and Remuneration Committees, Stakeholders Relationship Committee, constitution of which are given below.

Composition of Audit Committee:

The Board of Directors constituted an Audit Committee in compliance with the provision of Section 177 of the Companies Act, 2013.

During the year under review, Audit Committee met 5 times in FY 2024-25, on 21 st May 2024, 02 nd September 2024, 03 rd September 2024, 12 th November 2024 and 27 th March, 2025.

The details of meetings attended by its members are given below:

Sr. No	Name of Director	Category/Natur e of Directorship	Number of Meetings Held During the F.Y 2024-25	Number of Meetings Attended During the F.Y 2024-25	Percentage of Attendance
1	Mr. Rushabh Anilkumar Shah	Chairperson & Independent Director	5	5	100
2	Ms. Aangee Rajendrakumar Shah	Member & Independent Director	5	5	100
3	Mrs. Silva Kriyangbhai Shah (upto 13.09.2024)	Member & Independent Director	3	3	100
4	Mr. Pritesh Yashwantlal Shah	Member & Managing Director (Executive)	2	2	100

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

Composition of Nomination and Remuneration Committee:

The Board of Directors constituted the Nomination and Remuneration Committee in compliance with the provision of Section 178 of the Companies Act, 2013.

During the year under review, the Nomination and Remuneration Committee met 4 times in FY 2024-25 on 21 st May 2024, 03 rd September 12 th November 2024 and 27 th March 2025.

The details of meetings attended by its members are given below:

Sr. No	Name of Director	Category/Natur e of Directorship	Number of Meetings Held During the F.Y 2024-25	Number of Meetings Attended During the F.Y 2024-25	Percentage of Attendance
1	Mr. Rushabh Anilkumar Shah	Chairperson & Non \u2212 Executive Director	4	4	100
2	Ms. Aangee Rajendrakumar Shah	Member & Non \u2212 Executive director	4	4	100
3	Mrs. Silva Kriyangbhai Shah (upto 13.09.2024)	Member & Independent Director	2	2	100

The term of reference of Nomination & Remuneration Committee is as below:

Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the level and composition of remuneration of the directors, key managerial personnel and other employees;

Formulation of criteria for evaluation of independent directors and the Board;

To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

Devising a policy on Board diversity; and

Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

The Policy of Nomination and Remuneration Committee has been placed before Website of the Company.

Composition of Stakeholder Relationship Committee:

The Board of Directors constituted Stake Holders Relationship Committee in compliance with the provision of Section 178 of the Companies Act, 2013.

During the year under review, Stake Holders Relationship Committee met 4 times on 21 st May 2024, 03 rd September 2024, 12 th November 2024 and 27 th March 2025.

The details of meetings attended by its members are given below:

Sr. No	Name of Director	Category/Nature of Directorship	Number of Meetings Held During the F.Y 2024-25	Number of Meetings Attended During the F.Y 2024-25	Percentage of Attendance
1	Mr. Rushabh Anilkumar Shah	Chairperson & Non \u2212 Executive director	4	4	100
2	Ms. Aangee Rajendrakumar Shah	Member & Non \u2212 Executive director	4	4	100
3	Mrs. Silva Kriyangbhai Shah (upto 13.09.2024)	Member & Independent Director	2	2	100
4	Mr. Pritesh Yashwantlal Shah	Member & Managing Director	2	2	100

During the year, the Company not receive any complaints from the Shareholders. There was no complaint pending as on 31st March 2025.

MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the Financial Year 2024 ?ˆ’ 25 on 27/03/2025. The Meeting of the Independent Directors was conducted in an informal manner without the presence of the Non ?ˆ’ independent Directors.

EXTRA ORDINARY GENERAL MEETING:

No Extra Ordinary General Meeting was conducted during FY 2024-25.

ANNUAL GENERAL MEETING:

The 7 th Annual General Meeting was held on 30 th September 2024 at the Registered office of the Company at 4 th Floor, 412 Sigma Icon ?ˆ’ 1, 132ft Ring Road, Opp. Medilink Hospital, Satellite, Ahmedabad ?ˆ’ 380015, Gujarat ?ˆ’ India.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Your Company has been following a policy with respect to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel ("SMP"). The appointment of Directors on the Board is subject to the recommendation of the Nomination and Remuneration Committee ("NRC"). The Board has on recommendation of the Nomination & Remuneration Committee, framed a policy for selection, appointment and remuneration of directors and Key Managerial Personnel including Criteria for determining qualifications, positive attributes and independence of directors as on 27th December 2022. Copy of Policy is available on the website of the Company.

AUDITORS:

STATUTORY AUDITORS:

At the 7 th Annual General Meeting held on 30th September 2024, M/S HSK & CO LLP (Firm Reg. No.

117014W/W100685) Chartered Accountants were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 12 th Annual General Meeting to be held in the Financial Year 2028-29.

Further in terms of Clause 40 of Companies (Amendment) Act, 2017 which was notified vide Notification dated S.O. 1833 (E) dated 7th May 2018 and effective from the date, the Proviso of Section 139(1) relating to ratification of Appointment of Auditors at every Annual General Meeting of the Company has been omitted and the requirement of Ratification of Auditors Appointment is no longer required as per the Companies Act, 2013.

Therefore, the resolution for ratification of Appointment of Statutory Auditors M/S HSK & CO LLP (Firm Reg. No. 117014W/W100685) Chartered Accountants has not been provided for the approval of the Shareholders and not formed as a part of Notice of the 08 th AGM of the Company.

The Auditors Report for Financial Year ended 31st March 2025 forms part of the Integrated Annual Report and does not contain any qualification, reservation or adverse remarks.

AUDITORS REPORT:

Statutory Auditor

The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any separate or further comments or explanations.

Secretarial Auditor

The Secretarial Auditor Report does not contain any Remarks/Observations.

Internal Auditor

The Internal Auditor Report does not contain any Remarks/Observations.

SECRETARIAL AUDITOR:

The Board of Directors of your Company appointed M/s Kunal Sharma & Associates, Company Secretaries (M. No: F10329 and CP: 12987) as the Secretarial Auditors of the Company for the conduct of Secretarial Audit for the Financial Year 2024 ?ˆ’ 25, pursuant to the provisions of Section 204 of the Companies Act,2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report submitted by the Secretarial Auditor is annexed as " Annexure ?€“ II " to this Boards Report.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s Kunal Sharma & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for the financial year 2025-26 to F.Y. 2029-30 at their meeting held on 25th August 2025. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

The details required as per Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) forms part of Explanatory Statement to the Notice of the 8th AGM.

INTERNAL AUDIT AND CONTROL:

The Board of Directors of your Company appointed M/s N. H. Desai & Co., Chartered Accountants (FRN No. 161645W and M. No: 631230) as Internal Auditor of the Company to conduct the Internal Audit of the Company for the Financial Year 2024-25, pursuant to Section 138 of the Companies Act, 2013 and Rule 13 of The Companies (Accounts) Rules 2014.

The Internal Audit Report issued by the Internal Auditor was present before the Audit Committee and the Board of Directors of the Company.

The Internal Audit Reports for financial year ended 31 March 2025 do not contain any qualification, reservation or adverse remarks.

COST AUDITOR:

As per the Companies (Cost Records and Audit) Rules, 2014 as amended by Companies (Cost Records and Audit) Amendment Rules, 2014 issued by the Central Government, the Company is not required to get its cost records audited by a Cost Auditor. The Company also does not require us to maintain cost records.

VIGIL MECHENISM:

Your Company has formulated a Whistle Blower Policy to establish a Vigil Mechanism for Directors and employees of the Company to report the concerns about unethical behaviour, actual or suspected fraud or violation of the policy since the provisions of Section 177 of the Companies Act, 2013 read with the rules made thereunder. The Policy is available on the website of the Company.

PUBLIC DEPOSITS:

The Company has not accepted any public deposits, nor any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year ended 2024-25.

The details of transactions of Loans and Advances undertaken between the Company and its Directors/Relatives of Directors have been disclosed in Related Party Transactions which forms part of the Financials Statements attached to this Report.

The Company has received declarations from its Directors and their Relatives that all the Loans extended/to be extended by them to the Company are their owned funds only and not borrowed from any person or entity.

PARTICULARS OF LOANS, GUARANTEES INVESTMENTS AND/OR SECURITIES UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Particulars of transactions covered under Section 186 are detailed in the notes forming part of the Financial Statements for the year ended March 31, 2025.

SUBSIDIARIES:

During the year under review, your Company continues to be a subsidiary of Yash Chemex Limited.

The Company does not have any subsidiary or Associates Company. However, the Company has invested in Rishit Polysurf LLP.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION , PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to providing and promoting a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees.

Pursuant to provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, required disclosure is given below:

The Company has constituted Internal Committee as per provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information. Workshops and awareness programmes against sexual harassment are conducted across the organization.

Details of complaints at the opening of, filed and resolved during, and pending at the end of, the financial year are as under:

Particulars	Number of Complaints
Number of complaints at the opening of the Financial Year	Nil
Number of complaints filed during the Financial Year	Nil
Number of complaints disposed of during the Financial Year	Nil
Number of complaints pending as on end of the Financial Year	Nil

PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES:

All Related Party transactions that were entered into under the review were on an arms length basis and were in the Ordinary Course of Business.

Transactions entered as per Section 188 of the Companies during the year as are detailed in form AOC ?ˆ’ 2 at Annexure ?€“ III Attached to this report and Transactions with related parties as per requirements of Accounting Standard 18 are disclosed in the notes to accounts annexed to the financial Statements.

All transactions entered into with Related Parties as defined under the Companies Act, 2013 during the Financial Year were in the Ordinary Course of business and on an arms length pricing basis and do not attract the provisions of the Section 188(1) of the Companies Act, 2013. Suitable disclosures as required by Indian Accounting Standard (AS ?ˆ’ 24) has been made in the notes to the Financial Statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANG EARNING AND OUTGO:

Pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies Accounts Rules, 2014.

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(3) of The Companies (Accounts) Rules, 2014, is attached as Annexure ?€“ IV to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the Audited Financial Statements of the Company for the year ended March 31, 2025, the Board of Directors hereby confirms that:

In the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures;

Such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for that year;

Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The annual accounts of the Company have been prepared on a going concern basis;

They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate internal financial control system, commensurate with the size, scale and complexity of its operations. The Internal Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its Compliance with operating systems, accounting procedures and policies of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

RISK MANAGEMENT POLICY:

A detailed review of business risks and the Companys plans to mitigate them is assessed and considered by the Companys Board of Directors. The Board has adopted the Risk Management policy and Guidelines to mitigate foreseeable risks and to avoid events, situations or circumstances, which may lead to negative consequences on the Companys businesses and to define a structured approach to manage uncertainty and to make use of these in their decision ?ˆ’ making pertaining to all business divisions and corporate functions. Risk evaluation is an on ?ˆ’ going and continuous process within the Company and it is regularly updated to the Board of the Company.

MANAGEMENT DISCUSSION & ANALYSIS:

As Per Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management and Discussion Analysis of the Financial Condition and results of the operations have been provided Separately in this Annual Report in Annexure-V .

CORPORATE GOVERANCE:

In line with Regulation 15(2) of the Listing Regulations, the provisions of Corporate Governance shall not apply in respect of the following class of Companies:

Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024 ?ˆ’ 25.

SECRETARIAL STANDARD:

During the year under review, your Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI").

INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

During the year under review, no amount is required to transfer to Investors Education Protection Fund.

DISCLOSURE REQUIREMENTS:

Disclosure Under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure Under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure Under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued equity shares under Employees Stock Option Scheme during the year under review.

Disclosure Under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

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. Related Party disclosures/transactions are detailed in the Notes to the financial statements.

OTHER DISCLOSURES:

During the financial year 2024-25, the Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

During the financial year 2024-25, no application was made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

During the financial year 2024-25, your Company has not entered into any One-Time Settlement with banks or financial institutions.

The Company has not issued any debentures during the financial year 2024-25.

During the financial year 2024-25, your Company did not raise funds from Preferential Issue of Convertible Equity Warrants and your Board hereby confirms that there were no deviations(s) or variation (s) in the utilization of proceeds from the objects stated in the explanatory statement to the notice for the general meeting.

REPORTING OF FRAUD DURING THE YEAR UNDER REVIEW:

No frauds are reported by Auditors which falls under the purview of sub section (12) of Section 143 other than those which are reported to Central Government during the year under review.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

As on the date of this Report, your directors are not aware of any circumstances not otherwise dealt with in this Report or in the financial statements of your Company, which would render any amount stated in the Accounts of the Company misleading. In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report, which would affect substantially the results, or the operations of your Company for the financial year in respect of which this report is made.

COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company has duly complied with all applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been granted the benefits as prescribed under the Act, including maternity leave and other related entitlements. The Company remains committed to fostering a supportive and inclusive work environment, particularly for working mothers, and continues to uphold its responsibility towards gender equity in the workplace.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the

Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure the reporting of deals by the employees and to maintain the highest ethical standards of dealing in the Companys Shares. The code is also available on the website of the Company.

The Company has adopted the amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition of Insider Trading) Regulation, 2015 (as amended). The same has been filed with the National Stock Exchange of India Limited and also uploaded on the website of the Company.

CAUTIONARY STATEMENT:

Statements in the Annual Report, including those which relate to Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations, may constitute "forward looking" statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation for the dedicated services of the employees of your Company at all levels. Further, the Directors would also like to express their gratitude for the continued support of all the stakeholders and last, but not the least our valued Members, for all their support and trust reposed in the Company.