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INFONATIVE SOLUTIONS LTD.

05 March 2026 | 12:00

Industry >> IT Consulting & Software

Select Another Company

ISIN No INE12IB01015 BSE Code / NSE Code 544393 / INFONATIVE Book Value (Rs.) 31.84 Face Value 1.00
Bookclosure 52Week High 63 EPS 5.02 P/E 4.99
Market Cap. 29.66 Cr. 52Week Low 23 P/BV / Div Yield (%) 0.79 / 0.00 Market Lot 1,600.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your Directors' have pleasure in presenting 27th Annual Report of the Company together with the Audited Financial Statements of the Company for the year ended 31st March 2025.

1.

FINANCIAL RESULTS

2024-2025

2023-2024

Particulars

(Rs. In Lakhs)

(Rs. In Lakhs)

Revenue from Operations

2,167.35

1,769.33

Other Income

51.53

38.48

Total Income

2,218.88

1,807.80

Profit/(Loss) Before Depreciation, prior period, exceptional items and tax

870.89

269.74

Depreciation & Amortization Expenses

72.96

73.42

Profit/(Loss) before prior period, exceptional items and tax

797.93

196.32

Prior Period Items

-

Profit/(Loss) Before Tax

797.93

196.32

Current tax expense

218.62

65.11

Deferred tax charge/(credit)

(15.38)

(13.81)

Profit/(Loss) after Tax

594.69

145.02

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the financial year under review the Company has generated revenue from operations of Rs.2,167.35 Lakhs as compared to Rs. 1,769.33 lakhs generated in the previous year. The Company has earned a profit after tax of Rs. 594.69 Lakhs as compared to Rs. 145.02 lakhs

earned in the previous year. Your Directors are continuously looking for avenues for future growth of the company.

3. TRANSFER TO RESERVES

The Board of Directors has not recommended transfer of any amount to reserves

4. DIVIDEND

In view to conserve the resources and long term objectives of the company, the Board has not recommended any dividend for the financial year 2024-25.

5. DEPOSITS

During the financial year under consideration, your Company has not accepted any public deposits within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

6. BUSINESS OPERATIONS

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

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments which could affect your Company’s financial position have occurred between the end of the financial year of your Company i.e. 31st March, 2025 and date of this Report.

8. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2025 was Rs. 87,19,800/-. During the year under review, there was no change in your Company’s Share Capital during the year under review.

a. BUY BACK OF SECURITIES:

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

b. SWEAT EQUITY:

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

c. BONUS SHARES:

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

d. RIGHTS ISSUE

The Company has not issued any Rights Issue during the year under review.

e. EMPLOYEES STOCK OPTION PLAN:

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

9. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Section 124(6) of the Companies Act, 2013, all shares in respect of which Dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the company in the name of Investor Education and Protection Fund (“IEPF”).

However the company has not declared any dividend in last seven years pursuant to which transferring unclaimed shares / dividend is not application to the Company.

10. CHANGE OF NAME OF THE COMPANY CONSEQUENT TO CONVERSION INTO PUBLIC COMPANY

The Company was converted from Private Limited Company to Public Limited Company and consequently the name of the Company had been changed from "Infonative Solutions Private Limited” to “Infonative Solutions Limited”. A fresh Certificate of Incorporation consequent upon conversion from Private Company to Public Company issue by Registrar of Companies dated 02nd August, 2024.

11. CREDIT RATING

As your company has not availed any credit facility requiring credit rating. Hence, the company did not obtain credit rating.

12. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

During the financial year 2024-25, no penalties have been imposed on the company by any regulatory authorities.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONAL

Your Company has a broad-based Board of Directors with composition of Non-Executive, Executive and Independent Directors in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as the Companies Act, 2013. The composition of Board of Directors as on March 31,2025 is as follows:

Name of Director/KMP

Category/Designation of Directors

Mr. Yogeshh Goel (DIN: 06821170)

Whole-time director (Executive)

Mr. Abdur Rauf Rahmani (DIN: 06821179)

Whole-time director (Executive)

Mr. Saurabh Kathuria (DIN: 06821189)

Whole-time director (Executive)

Ms. Sampath Ramesh Iyengar Amudha (DIN:00231268)

Independent Director (Non-Executive)

Mr. Jagdish Prasad (DIN: 01099679)

Independent Director (Non-Executive)

Mr. Ashish Kansal (DIN: 10753913)

Independent Director (Non-Executive)

Mr. Nikhil Jain

Chief Financial officer (CFO)

Ms. Shakshi

Company Secretary and Compliance Officer

Changes in Board of Directors

During the year under review, there were certain changes in the composition of the Board of

Directors of the Company, the details of which given herein below;

? The members of the Company approved the appointment of Mr. Saurabh Kathuria (DIN: 06821189) as Whole time Director of the Company at the EGM held on 31st August, 2024 w.e.f 01st September, 2024 for a term of 3 years.

? The members of the Company approved the appointment of Mr. Abdur Rauf Rahmani (DIN: 06821179) as Whole time Director of the Company at the EGM held on 31st August, 2024 w.e.f 01st September, 2024 for a term of 3 years.

? The members of the Company approved the appointment of Mr. Yogeshh Goel (DIN: 06821170) as Whole time Director of the Company at the EGM held on 31st August, 2024 w.e.f 01st September, 2024 for a term of 3 years.

? The Board of Directors of the Company appointed Mr. Ashish Kansal (DIN: 10753913), as an Additional Director of the Company at the Board meeting held on 28th August, 2024 with immediate effect. He was further appointed, by members of the company at the EGM held on 31st August, 2024, as a Non-Executive Independent Director of the Company for a term of 5 (five) consecutive years commencing from 28th August 2024 upto 27th August, 2029 (both days inclusive), not liable to retire by rotation.

? The Board of Directors of the Company appointed Mr. Jagdish Prasad (DIN: 01099679), as an Additional Director of the Company at the Board meeting held on 28th August, 2024 with immediate effect. He was further appointed, by members of the company at the EGM held on 31st August, 2024, as a Non-Executive Independent Director of the Company for a term of 5 (five) consecutive years commencing from 28th August 2024 upto 27th August, 2029 (both days inclusive), not liable to retire by rotation.

? The Board of Directors of the Company appointed Ms. Sampath Ramesh Iyengar Amudha (DIN: 00231268), as an Additional Director of the Company at the Board meeting held on 28th August, 2024 with immediate effect. He was further appointed, by members of the company at the EGM held on 31st August, 2024, as a Non-Executive Independent Director of the Company for a term of 5 (five) consecutive years commencing from 28th August 2024 upto 27th August, 2029 (both days inclusive), not liable to retire by rotation.

Cessation of Directors

During the year under review, there is no cessation in the Board of Directors of the company.

Appointment of Key Managerial Personal

During the year, following Key Managerial Personal were appointed;

? The Board of Directors of the Company had appointed Mrs. Shakshi as Whole time Secretary of the Company w.e.f. 01st August, 2024.

? The Board of Directors of the Company had appointed Mr. Nikhil Jain (PAN AHHPJ0974G) as Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company w.e.f. 24th February, 2025.

Cessation of Key Managerial Personal

? Mr. Abdur Rauf Rahmani (PAN: AJWPR5478A), resigned from the post of CFO of the Company with effect from closing working hours i.e. 11:30 a.m. of 02nd February, 2025.

The Board places on record its appreciation for the dedicated efforts contributed by his during his tenure as CFO of the Company.

Director Retiring by Rotation

Pursuant to Section 152 (6) of the Companies Act, 2013 and in terms of the Articles of Association of your Company, Mr. Saurabh Kathuria (DIN: 06821189) Director of your Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment, the details as required by Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Secretarial Standard, are given in the Notice convening the ensuing 27th AGM.

14. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Independent Directors have also submitted their declaration in compliance with the provision of Rule 6 (3) of Companies (Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of an Independent Director’s name in the data bank of Indian Institute of Corporate Affairs (“IICA”) for a period of one year or five years or life time till they continue to hold the office of an independent director.

None of the directors of your Company are disqualified under the provisions of Section 164 (2) of the Companies Act, 2013. Your directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. ANNUAL BOARD EVALUATION

The annual performance evaluation of the Independent Directors and Board, KMP, Committees i.e. Audit, Stakeholders Relationship and Nomination & Remuneration Committees was carried by the entire Board and the annual performance evaluation of Board as a whole, non - Independent Directors was carried out by the Independent Directors.

The annual performance evaluation was carried out in accordance with the criteria laid down in the Nomination and Remuneration Policy of your Company and as mandated under the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended from time to time.

The Board of Directors expressed their satisfaction with the evaluation process.

16. BOARD OF DIRECTORS MEETINGS & ITS COMMITTEES

During the financial year ended 31st March, 2025, Fifteen (15) Board Meetings were conducted on, 08th May 2024, 24th May 2024, 28th June 2024, 01st July 2024, 20th July 2024, 28th July

2024, 01st August 2024, 05th August 2024, 28th August 2024, 30th September 2024, 25th November 2024, 23rd January 2025, 04th February 2025, 24th February 2025 and 20th March

2025. The maximum interval between any two meetings did not exceed 120 days.

Committees of Board:1. Audit Committee

The Company has constituted Audit Committee, in alignment with provisions of Section 177 of the Companies Act, 2013 and other applicable provisions and entrusted with the role and responsibility as per terms in line with applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015, as amended. The composition of audit committee is as below:

Name of the Committee Members

Designation in the Committee

Mr. Jagdish Prasad

Chairman (Non-Executive Independent Director)

Ms. Sampath Ramesh Iyengar Amudha

Member (Non-Executive Independent Director)

Mr. Abdur Rauf Rahmani

Member (Executive Director)

The Committee held 2 meetings during the year i.e, 23rd September 2024, and 26th February 2025. All the recommendations made by the Audit Committee during the year were accepted by the Board.

2. Stakeholder’s Relationship Committee

The Company has constituted Stakeholders Relationship Committee, in alignment with provisions of Section 178 of the Companies Act, 2013 and other applicable provisions and entrusted with the roles and responsibility as per terms in line with applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015, as amended.

The composition of Stakeholder’s Relationship Committee is as below:

Name of the Committee Members

Designation in the Committee

Mr. Jagdish Prasad

Chairman (Non-Executive Independent Director)

Ms. Sampath Ramesh Iyengar Amudha

Member (Non-Executive Independent Director)

Mr. Abdur Rauf Rahmani

Member (Executive Director)

3. Nomination and Remuneration Committee

The Company has constituted Nomination & Remuneration Committee, in alignment with provisions of Section 178 of the Companies Act, 2013 and other applicable provisions and entrusted with the responsibility as per terms in line with applicable provisions of the Companies Act, 2013, SEBI Listing Regulations, 2015, as amended and other applicable regulations, if any.

The composition of Nomination & Remuneration Committee is as below:

17.

Name of the Committee Members

Designation in the Committee

Mr. Ashish Kansal

Chairman (Non-Executive Independent Director)

Mr. Jagdish Prasad

Member (Non-Executive Independent Director)

Ms. Sampath Ramesh Iyengar Amudha

Member (Non-Executive Independent Director)

GENERAL MEETINGS

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

S No.

Type of Meeting

Date of Meeting

1

Annual General Meeting

Thursday, 25 July 2024

2

Extra-Ordinary General Meeting

Friday, 10 May 2024

3

Extra-Ordinary General Meeting

Tuesday, 18 June 2024

4

Extra-Ordinary General Meeting

Saturday, 31 August 2024

18. PARTICULARS OF EMPLOYEES:

During the year, there was no employee in receipt of remuneration in excess of limit prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as “ANNEXURE I” and form part of this Report.

There is no employee in the Company drawing remuneration aggregating to Rs. 8.50 lacs or above per month or Rs. 1.02 crore or above per annum.

19. DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

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

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) that the Annual Financial Statements have been prepared on a going concern basis;

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

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

20. INTERNAL FINANCIAL CONTROLS

Pursuant to Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, the Company has an adequate internal financial control system commensurate with the size of its business operations.

21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, your company did not have any Subsidiary/Joint Venture/Associate Company of the Company.

22. COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES DURING THE YEAR

NIL

23. DISCLOSURE OF ACCOUNTING TREATMENT

The Company has followed the Accounting Standards specified under the Companies (Accounts) Rules, 2014 (as amended) to the extent applicable, in the preparation of the financial statements.

24. POLICIES

The Board of Directors of the Company have from time to time framed and approved various Policies in pursuance of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015. These Policies and Codes are reviewed by the Board and are updated, if required. The following policies have been framed and are published in the Company's website.

> Code for Independent Directors.

> Policy for determination of Materiality of Events.

> Policy for Preservation of Documents.

> Policy on Sexual Harassment of Women at Workplace.

> UPSI Policy.

> Vigil Mechanism / Whistle Blower Policy.

> Terms and Conditions of Appointment of Independent Directors.

> Nomination and Remuneration Policy.

> Policy on Archival of Documents.

25. PREVENTION OF INSIDER TRADING

The Company has adopted a code for prevention of insider trading with a view to regulate trading and securities by the Directors and designated employees of the Company. The code requires preclearance for dealing in the Company’s securities and prohibits the purchase or sale of Company’s Securities while in possession of unpublished price sensitive information and during the period when the trading window is closed. The company maintains a structured digital database called “PIT Archive” software wherein the details of all the designated persons are being captured in compliance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

26. DECLARATION OF COMPLIANCE WITH CODE OF CONDUCT UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

All the Directors and Senior Management personnel of the Company have affirmed compliance with the Code of Conduct, as applicable to them, for the financial year ended 31st March, 2025, if applicable.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There was no loan given or guarantee given or investment made or security provided pursuant to Section 186 of the Companies Act, 2013, during the year under review and hence, the said provisions are not applicable.

28. DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

The Company has not availed any loans from its Directors or from their relatives during the financial year. Hence, the details required under Clause (viii) of Rule 2 of Companies

(Acceptance of Deposits) Rules, 2014, are not given. The details of other loans/borrowings obtained by the company are given in the financial statements of the company.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the financial year 2024-25 the contracts and arrangements entered by the Company with related parties were on an “arm’s length” basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interests of the Company at large. The details of contracts or arrangements with related parties entered during the year are given in a separate report as “ANNEXURE-II”.

30. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Corporate Social Responsibility (CSR) is an initiative brought in by the Ministry of Corporate Affairs whereby every company having net worth of rupees 500 Crores or more, or turnover of rupees 1000 Crores or more or a net profit of rupees 5 Crores or more during the immediately preceding financial year is mandated to serve the society by contributing at least 2% of the average net profits of the Company made during the three immediately preceding financial years in various CSR activities as defined in Schedule VII of the Companies Act, 2013.

Further, the criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 is not applicable to your Company.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUTGO

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

a) Conservation of Energy:

i) The step taken or impacts on conversation of energy - NIL

ii) The steps taken by the Company for utilizing alternative sources of energy - NIL

iii) The capital investment on energy conservation equipment’s - NIL

The Company is not utilizing power for any of the activities of the Company except power used for office purposes. Hence, no energy conservation measures are required.

b) Technology Absorption, Adaptation and Innovation:

The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company’s operations do not require significant import of technology.

c) Foreign Exchange Earnings and Outgo:-

(Amount in Rs. Lakhs)

Particulars

2024-25

2023-24

Earning

358.45

103.76

Outgo

Nil

0.20

32. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. Your Company actively stimulates entrepreneurship throughout the organization and encourages its people to identify and seize opportunities. The current economic environment, in combination with significant growth ambitions of it, carries an evolving set of risks. Your Company recognizes that these risks need to be managed to protect its customers, employees, shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth. Risk and opportunity management is therefore a key element of the overall strategy. This section provides an overview of the key strategic risks and control framework, and its approach to risk management

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of its Board and its Powers) Rules, 2014 the Company has an established Policy on Vigil Mechanism for Directors / Employees and other stakeholders of the Company to report concerns about unethical behaviors, actual or suspected fraud, or violation of the Company's Code of conduct or ethics policy. The policy also provides a direct access to the Chairman of the Audit Committee to make protective disclosures to the management about the grievances or violation of the Company's code of conduct. The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company at https://infonative.net/investor_relations

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

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

35. STATUTORY AUDITORS:

Pursuant to the provisions of section 139 and all other applicable provisions, if any of the Companies Act, 2013, and the rules framed thereunder, as amended from time to time on recommendation of Audit Committee, and as approved by Board, the members of the company have approved the appointment of M/s Kailash Chand Jain & Co. Chartered Accountants, New Delhi (FRN: 112318W), as Statutory Auditors of the Company, at their 26th Annual General Meeting held on 25th July, 2024, to hold office for a period of 5 (five)

consecutive years commenced from the conclusion of the 26th Annual General Meeting till the conclusion of the 31st Annual General Meeting of the Company to be held for the financial year 2028-2029.

36. STATUTORY AUDITORS’ OBSERVATIONS

The Statutory Auditors' Report for the Financial Year 2024-25 does not contain any qualification, reservation or adverse remarks and the same is enclosed with the audited financial statements in this Annual Report

37. SECRETARIAL AUDITOR

The Provisions of Section 204 of the Companies Act, 2013 are not applicable on the Company during the financial year 2024-2025.

38. INTERNAL AUDITOR

During the year under consideration, the provisions related to appointment of Internal Auditor are not applicable on the company.

39. COST RECORDS/COST AUDITOR

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

40. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors have stated that, no fraud by the Company or no material fraud on the Company by its officers and employees had been noticed or reported during the year.

41. COMPLIANCE OF SECRETARIAL STANDARDS

The Board of Directors affirms that your Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Companies Secretaries of India (SS1 and SS2), respectively relating to Meetings of the Board, its Committees and General Meeting, which have mandatory application during the year under review.

42. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, as amended, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended 31st March, 2025, is also available on website of the Company and can be accessed through https://infonative.net/investor relations .

43. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Schedule V (B) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, report on “Management Discussion and Analysis” is attached as “ANNEXURE IN” and form part of this Annual Report.

44. CORPORATE GOVERNANCE REPORT

The Equity Shares of the Company are listed on the SME platform of BSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply. Hence the above disclosures are not applicable to your Company.

45. CERTIFICATES APPLICABILITY

As Company got listed on BSE SME Platform on 08.04.2025 and this report pertains to year ended 31.03.2025, so

- MD/CFO Certification (Under regulation 17(8) of SEBI (LODR) Regulations, 2015),

- Certificate of Compliance With The Code Of Conduct Policy [Regulation 34(3) read with Schedule V (Part D) of the SEBI (LODR) Regulations, 2015,

- Certificate on Non-Disqualification of Directors (Pursuant to Regulation 34(3) and Schedule V Para C Clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

are not applicable for this financial year Annual Report.

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

Your Company believes in providing a safe, supportive and friendly workplace environment -a workplace where our values come to life through the supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. Your Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender.

An Internal Complaints Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaint was raised and pending as on 01st April, 2024 and no complaint has been raised during the financial year ended 31st March, 2025.

47. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the benefits as prescribed under the Act. The Company remains committed to supporting working mothers and promoting a gender-inclusive workplace

48. GREEN INITIATIVE:

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 27th Annual General Meeting of the Company including the Annual Report for FY 2024-25 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

49. AGREEMENTS BINDING LISTED ENTITIES

Pursuant to Regulation 30A of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, during the financial year, no agreement has been entered or executed by the shareholders, promoters, promoter group entities, related parties, Directors, key managerial personnel and employees of the Company or its subsidiaries among themselves or with the Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company.

50. INSOLVENCY AND BANKRUPTCY CODE

Your Company confirms that no application against the Company has been filed or is pending under the Insolvency and Bankruptcy Code 2016 during the year under review. Your Company further confirms there are no past applications or proceedings under the Code.

51. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT AS PER PARA F OF SCHEDULE V OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Particulars

Remarks

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year

Number of shareholders who approached listed entity for transfer of shares from suspense account during the year

Nil

Number of shareholders to whom shares were transferred from suspense account during the year

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares

52. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

Investors’ complaints are processed in a centralized web-based complaints redress system. The salient features of this system are: Centralized database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status. The Company regularly redresses the complaints if any, on SCORES within stipulated time.

53. ONE TIME SETTLEMENT WITH BANKS

The Company has borrowed funds/monies from banks or financial institutions as shown in the financial statements of the company. However, there is no instance of any one-time settlement with the banks or financial institutions.

54. LISTING AND DEMATERIALISATION

The Equity Shares of the Company are listed on the BSE Limited. The Shareholders are requested to convert their holdings to dematerialized form, if any, to derive its benefits by availing the demat facility provided by NSDL and CDSL.

55. DISCLOSURE REGARDING EXERCISE OF VOTING RIGHTS BY EMPLOYEES UNDER SECTION 67(3) OF COMPANIES ACT, 2013

No employee is holding any shares in the Company and hence, the disclosure required under Section 67(3)(c) of the Companies Act, 2013, read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by them is not given. Further, the Company, during the financial year, did not advance any money to any person for subscribing shares of the Company.

56. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation to the whole hearted help and cooperation the Company has received from the business associates, partners, vendors, clients, government authorities, and bankers of the Company. The relations between the management and the staff were cordial during the year under review. The Company also wishes to put on record the appreciation of the work done by the staff. Your Directors appreciate and value the trust imposed upon them by the members of the Company.

57. CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management Discussion & Analysis describing your Company’s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement.