We have pleasure in presenting the 25^th Directors’ Report on the Business and
Operations of the Company together with the audited Financial Statements for the year
ended 31^st March, 2025.

1. CHANGE IN MANAGEMENT ETC PURSUANT TO THE RESOLUTION
PLAN APPROVED BY THE HON’BLE NCLT, HYDERABAD BENCH VIDE
ITS ORDER DATED 12.06.2025:

The Hon’ble National Company Law Tribunal (“NCLT”), Hyderabad Bench, vide
Order dated 01.10.2024 (“Insolvency Commencement Order”) had initiated Corporate
Insolvency Resolution Process (“CIRP”) against the Company, based on the petition
filed by the Financial Creditor under Section 7 of the Insolvency and Bankruptcy Code,
2016 (“the Code”)and has approved the Resolution Plan vide its Order dated 12.06.2025.

The Company has completed the following corporate actions, as envisaged in the
approved Resolution Plan during the year under review:

a. Change of management and constitution of new Board of directors to administer the
affairs of the Company.

b. Altered the Object Clause of the MOA, to engage in the business of electric vehicles.

c. Shifting of Registered office within the state of Telangana, from 83, Panchasheel
Enclave, Yapral, Hyderabad, Hyderabad, Telangana, India, 500087 to 9-1-83 & 84
Amarchand Sharma Complex Sarojini Devi Road, Secunderabad, Hyderabad,
Telangana, 500003.

d. Reduction of 100% (Hundred Percent) of the paid-up equity share capital held by
erstwhile promoters comprising of 15,24,675 (Fifteen Lakhs Twenty-Four Thousand
Six Hundred and Seventy-Five) equity shares of Rs.10/- each.

e. Reduction of 95% (Ninety-Five Percent) of the total paid-up equity share capital held by
the public shareholders (non - promoters) of the Company comprising of 57,33,435
(Fifty-Seven Lakhs Thirty-Three Thousand and Four Hundred and Thirty-Five) equity
shares of Rs.10/- each i.e. the holders of the equity shares of the Company

Upon the Capital Reduction being confirmed by the Hon’ble NCLT and becoming
effective and operative, without any further act or deed by the equity shareholders
including but not limited to surrendering of share certificates shall stand cancelled and
extinguished and rendered invalid and post reduction, 2,86,672 Equity Shares of Rs. 10/-
each will be allotted to the public shareholders whose names are annexed hereto
including fractional shares to Company Secretary of the Company as authorized by the
Board each bearing Distinctive numbers from 1 to 2,86,672 (both inclusive) in order to

implement the Resolution Plan as approved by the Hon’ble NCLT.

f. Payment to Operational Creditors:

The Resolution Applicant has paid all the dues to operational and financial creditors as
per the Resolution Plan.

g. Suspension of trading:

The shares of the Company were suspended w.e.f 27.05.2024. The company has filed
revocation of suspension with BSE Limited and is under process to revoke the same.

2. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company during the year has been as under:

(Rs.in lakhs)

3. REVIEW OF OPERATIONS:

During the Year under the review, there were no operations in the Company and has
incurred a net loss of Rs. (5.29) Lakhs as against the income of Rs. 0.13 lakhs and net
loss of Rs. (6.66) lakhs in the previous financial year ending 31.03.2024.

4. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on Company’s affairs and related aspects is provided under
Management Discussion and Analysis report, which has been prepared, inter-alia, in
compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) regulations, 2015 and forms part of this Report.

5. RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company
has not proposed to transfer any amount to general reserves account of the company
during the year under review.

The closing balance of reserves, including retained earnings, of the Company as at
March,31^st 2025 is Rs. (24.85) Lakhs.

6. DIVIDEND:

As the Company recently in June, 2025 came out of “Corporate Insolvency and
Resolution Process (CIRP)”and in the absence of profit, your directors are unable to
declare any dividend for the financial year 2024-2025.

7. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

Pursuant to the Hon’ble NCLT Order, Hyderabad Bench dated 12.06.2025, the Company
has altered the Main object of the Company to carry out the business objects of
designing, developing, manufacturing, producing, assembling, selling, buying,
distributing, exporting, importing of automotive vehicles including but not limited to
electric vehicles including autos, buses omni buses, trucks, lorries, motor cars, scooters,
motor-scooters, engines, locomotives of every description.

8. MATERIAL CHANGES AND COMMITMENTS:

The Hon’ble National Company Law Tribunal (“NCLT”), Hyderabad Bench, vide
Order dated 01.10.2024 (“Insolvency Commencement Order”) had initiated Corporate
Insolvency Resolution Process (“CIRP”) based on petition filed by the Financial Creditor
under Section 7 of the Insolvency and Bankruptcy Code, 2016 (“the Code”) had

appointed Mr. Chinna Gurappa as Resolution professional of the Company to manage
affairs of the Company in accordance with the provisions of the Code.

The following are the material changes having impact on the financial position of
the Company are as follows:

a. Change of management and constitution of new Board of directors to administer the
affairs of the Company.

b. Altered the Object Clause of the MOA, to engage in the business of designing,
developing, manufacturing, producing, assembling, selling, buying, distributing,
exporting, importing of automotive vehicles including but not limited to electric
vehicles including autos, buses omni buses, trucks, lorries, motor cars, scooters, motor-
scooters, engines, locomotives of every description.

c. Shifting of Registered office within the state of Telangana, from 83, Panchasheel
Enclave, Yapral, Hyderabad, Hyderabad, Telangana, India, 500087 to 9-1-83 & 84
Amarchand Sharma Complex Sarojini Devi Road, Secunderabad, Hyderabad,
Telangana, 500003.

d. Reduction of 100% (Hundred Percent) of the paid-up equity share capital held by
erstwhile promoters comprising of 15,24,675 (Fifteen Lakhs Twenty-Four Thousand
Six Hundred and Seventy-Five) equity shares of Rs.10/- each.

Reduction of 95% (Ninety-Five Percent) of the total paid-up equity share capital held
by the public shareholders (non - promoters) of the Company comprising of 7,33,435
(Fifty-Seven Lakhs Thirty-Three Thousand and Four Hundred and Thirty-Five) equity
shares of Rs.10/- each i.e. the holders of the equity shares of the Company upon the
Capital Reduction being confirmed by the Hon’ble NCLT and becoming effective and
operative, without any further act or deed by the equity shareholders including but not
limited to surrendering of share certificates shall stand cancelled and extinguished and
rendered invalid.

Except the above no other material changes and commitments affecting the financial
position of the Company which have occurred during the end of the Financial Year of
the Company to which the financial statements relate and the date of the report.

9. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

10. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY:

The Company was admitted into Corporate Insolvency Resolution Process (“CIRP”).
The Hon’ble National Company Law Tribunal (“NCLT”), Hyderabad Bench, vide Order
dated 01.10.2024 (“Insolvency Commencement Order”) had initiated Corporate

Insolvency Resolution Process (“CIRP”) against the Company, based on the petition
filed by the Financial Creditor under Section 7 of the Insolvency and Bankruptcy Code,
2016 (“the Code”) and has approved the Resolution Plan vide its Orders dated

12.06.2025.

a. Reduction of Capital:

a) Reduction and extinguishment of existing Promoters holding to the extent of 100%:

The Holding of erstwhile promoters is reduced by 100%. As a result, the erstwhile
promoters shareholding of 15,24,675 shares have become zero

b) Reduction and extinguishment of non-promoters holding to the extent of 95%:

The Holding of non-promoters is reduced by 95%. As a result, the existing public
shareholding of 57,33,435 shares have become 2,86,672 equity shares.

As on 31.03.2025, the Authorised share capital of the Company stands at Rs.
10,00,00,000/- divided into 1,00,00,000 equity shares of Rs.10/- each. Subsequent to

31.03.2025, the authorized share capital of the company is increased from
Rs. 10,00,00,000/- divided into 1,00,00,000 equity shares of Rs. 10/- each to
Rs. 25,00,00,000/- divided into 2,50,00,000 equity shares of Rs.10/- each.

As on 31.03.2025, the paid-up capital of the Company stands at Rs. 7,25,81,100/-
divided into 72,58,110 equity shares of Rs. 10/- each.

Post reduction of capital, as on date the paid-up capital of the Company is Rs.
28,66,720/- divided into 2,86,672 Equity shares of Rs.10/- each

11. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF
DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

During the year under review, Mr. Rama Rao Gondu was appointed as Additional
Director w.e.f. 20.06.2024. Subsequent to 31.03.2025, following are the changes in
Directors/KMP:

a.) Appointments:

Pursuant to the Order dated 12.06.2025 of Hon’ble NCLT, Hyderabad Bench, following
appointments have taken place as on the date of report:

b.) Resignations:

Pursuant to the Order dated 12.06.2025 of Hon’ble NCLT, Hyderabad Bench,
followingDirectors have been deemed as on the date of report:

c) Information u/r 36(3) of SEBI (LODR), Regulations, 2015:

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief
particulars of the Directors seeking appointment/re-appointment are given as Annexure
A to the notice of the AGM forming part of this Annual Report.

12. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Board of the Company was suspended because of Corporate Insolvency &
Resolution Process. Hence, no Independent declarations were received from the
Independent Directors.

However, the Company has received declarations from all the present Independent
Directors of the Company confirming that they meet with both the criteria of
independence as prescribed under sub- section (6) of Section 149 of the Companies Act,
2013 and under Reg.16(1)(b) read with Reg. 25 of SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors)
Rules, 2014, all the PIDs of the Company have registered themselves with the India
Institute of Corporate Affairs (IICA), Manesar and have included their names in the
databank of Independent Directors within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule
IV of the Act and the Company’s Code of Conduct. In terms of Reg. 25(8) of SEBI
(Listing Obligations and Disclosure Requirements), Regulations 2015, the Independent
Directors have confirmed that they are not aware of any circumstance or situation, which
exists or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgement and without any external
influence.

13. BOARD MEETINGS:

The Board of Director duly met two (02) times during the financial year from 1st April
2024 to 31st March 2025. The dates on which the meetings were held are 20.06.2024
and 05.09.2024.

The Company was suspended and was admitted in IBC proceedings on 01.10.2024 and
came out of the same on 12.06.2025 vide Order of the Hon’ble NCLT, Hyderabad Bench
dated 12.06.2025.

14. BOARD EVALUATION:

The Board of the Company was suspended because of Corporate Insolvency &
Resolution Process; hence no such formal Board evaluation was done during the year.
Further, to comply with Regulation 25(4) of SEBI(LODR) Regulations, a separate
meeting of Independent Directors to evaluate the performance evaluation of the
Chairman, the Non-Independent Directors, the Board and flow of information from
management could not be held as the erstwhile Board of Directors were suspended by the
order of the Hon’ble NCLT.

15. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN
TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY
EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT
& REMUNERATION) RULES, 2014:

As on 31.03.2025, the Company was suspended and was admitted in IBC proceedings
and there were no employees in the Company.

16. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013
and on the basis of explanation given by the executives of the Company and subject to
disclosuresin the Annual Accounts of the Company from time to time, we state as under:

1. That in the preparation of the annual accounts, the applicable accounting standards
havebeen followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them
consistently and made judgment and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs of the Company at the end of
the financial year and of the profit or loss of the Company for that period;

3. That the Directors have taken proper and sufficient care 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;

4. That the Directors have prepared the annual accounts on a going concern basis:

5. That the Directors have lain down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and

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

17. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. The Company maintains appropriate system
of internal control, including monitoring procedures, to ensure that all assets are
safeguarded against loss from unauthorized use or disposition. Company policies,
guidelines and procedures provide for adequate checks and balances, and are meant to
ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been
noticedfor inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the
Management Discussion and Analysis Report which is appended as Annexure II and
forms part of this Report.

18. NO FRAUDS REPORTED BY STATUTORY AUDITORS:

During the Financial Year 2024-25, the Auditors have not reported any matter under
section 143(12) of the Companies Act, 2013, therefore no detail is required to be
disclosed under section 134(3) (ca) of the Companies Act, 2013.

19. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE
ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
DURING THE YEAR:

During the year under review, no Company has become or ceased to become its
subsidiary, joint venture or associate Company.

20. DETAILS RELATING TO DEPOSITS:

The Company has not accepted any public deposits during the Financial Year ended
March 31, 2025 and as such, no amount of principal or interest on public deposits was
outstanding ason the date of the balance sheet.

21. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE
REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended
March 31, 2025, there has been no non-compliance with the requirements of the Act.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given loans, Guarantees or made any investments attracting the
provision of Section 186 of the Companies Act, 2013 during the year under review.

23. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company
has adopted a procedure for assessment and minimization of probable risks. It ensures
that all the risks are timely defined and mitigated in accordance with the well-structured
risk management process.

24. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”)
read with the relevant circulars and amendments thereto, the amount of dividend
remaining unpaid or unclaimed for a period of seven years from the due date is
required to be transferred to the Investor Education and Protection Fund (“IEPF”),
constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven
years and therefore no amount is required to be transferred to Investor Education and
Provident Fund under the Section 125(1) and Section 125(2) of the Act.

25. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO
INVESTOREDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”)
read with the relevant circulars and amendments thereto, the amount of dividend
remaining unpaid or unclaimed for a period of seven years from the due date is required

to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted by
the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven
years and therefore no amount is required to be transferred to Investor Education and
Provident Fund under the Section 125(1) and Section 125(2) of the Act.

26. RELATED PARTY TRANSACTIONS:

Our Company has formulated a policy on related party transactions. This policy deals
with thereview and approval of related party transactions.

No related party transactions were entered during the FY 2024-25.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE OUTGO:

The particulars as prescribed under Section 134(3) (m) of the Companies Act,
2013, isprovided hereunder:

A. Conservation of Energy:

Your Company’s operations are not energy intensive. Adequate measures have been
taken to conserve energy wherever possible by using energy efficient computers and
purchase of energy efficient equipment.

B. Research & Development and Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

28. COMMITTEES:

(I). Terms of reference of Audit committee covers all the matters prescribed under
Regulation18 of the Listing Regulations and Section 177 of the Act, 2013.

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The terms of reference of the Audit Committee encompasses the requirements of Section
177 of Companies Act, 2013 and as per Regulation 18 of SEBI (LODR) Regulations,
2015 and, inter alia, includes:

i. Oversight of the listed entity’s financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;

ii. Recommendation for appointment, remuneration and terms of appointment of auditors
ofthe listed entity;

iii. Approval of payment to statutory auditors for any other services rendered by the
statutory auditors;

iv. Reviewing, with the management, the annual financial statements and auditor's report
thereon before submission to the board for approval, with particular reference to:

a. Matters required to be included in the director’s responsibility statement to be
included in the board’s report in terms of clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment
by management;

d. Significant adjustments made in the financial statements arising out of audit
findings;

e. Compliance with listing and other legal requirements relating to financial
statements;

f. Disclosure of any related party transactions;

g. Modified opinion(s) in the draft audit report;

v. Reviewing, with the management, the quarterly financial statements before
submission to the board for approval;

vi. Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer document / prospectus /
notice and the report submitted by the monitoring agency monitoring the utilisation of
proceeds of a public issue or rights issue or preferential issue or qualified institutions
placement, and making appropriate recommendations to the board to take up steps in
this matter;

vii. Reviewing and monitoring the auditor’s independence and performance, and
effectiveness of audit process;

viii. Approval or any subsequent modification of transactions of the listed entity with
related parties;

ix. Scrutiny of inter-corporate loans and investments;

x. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

xi. Evaluation of internal financial controls and risk management systems;

xii. Reviewing, with the management, performance of statutory and internal auditors,
adequacyof the internal control systems;

xiii. Reviewing the adequacy of internal audit function, if any, including the structure of
the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit;

xiv. Discussion with internal auditors of any significant findings and follow up there on;

xv. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board;

xvi. Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern;

xvii. To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors;

xviii. To review the functioning of the whistle blower mechanism;

xix. Approval of appointment of chief financial officer after assessing the qualifications,
experience and background, etc. of the candidate;

xx. Carrying out any other function as is mentioned in the terms of reference of the audit
committee.

xxi. Reviewing the utilization of loans and/ or advances from/investment by the holding
company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments
existing ason the date of coming into force of this provision.

xxii. Consider and comment on rationale, cost-benefits and impact of schemes involving
merger,demerger, amalgamation etc., on the listed entity and its shareholders.

xxiii. Carrying out any other function as may be referred to the Committee by the Board.

xxiv. Authority to review / investigate into any matter covered by Section 177 of the
Companies Act, 2013 and matters specified in Part C of Schedule II of the Listing
Regulations.

B. THE AUDIT COMMITTEE SHALL MANDATORILY REVIEW THE
FOLLOWING INFORMATION:

i. Management discussion and analysis of financial condition and results of operations;

ii. Management letters / letters of internal control weaknesses issued by the statutory
auditors;

iii. Internal audit reports relating to internal control weaknesses; and

iv. The appointment, removal and terms of remuneration of the chief internal auditor shall
besubject to review by the audit committee.

v. Statement of deviations:

• Quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

• Annual statement of funds utilized for purposes other than those stated in the
offerdocument/prospectus/notice in terms of Regulation 32(7).

C. COMPOSITION, MEETINGS & ATTENDANCE:

From 01.04.2024 till 30.09.2024 no meetings were conducted and later the company was
was admitted in IBC proceedings on 01.10.2024 and came out of the same on
12.06.2025 vide Order of the Hon’ble NCLT, Hyderabad Bench dated 12.06.2025.

* appointed w.e.f.11.07.2025

NED (I): Non-Executive Independent director
NED: Non-Executive director

(II). NOMINATION AND REMUNERATION COMMITTEE

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE

i. Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the board of directors a policy relating
to, theremuneration of the directors, key managerial personnel and other employees;

ii. For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the
Board and on the basis of such evaluation, prepare a description of the role and
capabilities required of an independent director. The person recommended to the
Board for appointment as an independent director shall have the capabilities identified
in such description. For the purpose of identifying suitable candidates, the Committee
may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to
diversity;and

c. consider the time commitments of the candidates.

iii. Formulation of criteria for evaluation of performance of independent directors and the
board of directors;

iv. Devising a policy on diversity of board of directors;

v. 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 of directors their appointment and removal.

vi. Whether to extend or continue the term of appointment of the independent director,
on the basis of the report of performance evaluation of independent directors.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE

DURING THE YEAR:

From 01.04.2024 till 30.09.2024 no meetings were conducted and later the company was

was admitted in IBC proceedings on 01.10.2024 and came out of the same on

12.06.2025 vide Order of the Hon’ble NCLT, Hyderabad Bench dated 12.06.2025.

* appointed w.e.f.11.07.2025

NED (I): Non-Executive Independent director
NED: Non-Executive director

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING
DIRECTORS’ INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration
Committee for identifying persons who are qualified to become Directors and to
determine the independence of Directors, in case of their appointment as independent
Directors of the Company.

2. Terms and References:

2.1 “Director” means a director appointed to the Board of a Company.

2.2 “Nomination and Remuneration Committee means the committee constituted in
accordance with the provisions of Section 178 of the Companies Act, 2013 and
Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

2.3 “Independent Director” means a Director referred to in sub-Section (6) of Section
149 of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

3. Policy:

3.1 Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on
annual basis, appropriate skills, knowledge and experience required of the Board as a
whole and its individual members. The objective is to have a board with diverse
background and experiencethat are relevant for the Company’s operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may
take into account factors, such as:

• General understanding of the Company’s business dynamics, global business and
socialperspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out their duties and
responsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the companies Act, 2013;

• shall Endeavour to attend all Board Meeting and Wherever he is appointed as a
Committee Member, the Committee Meeting;

• shall abide by the code of Conduct established by the Company for Directors and
senior Management personnel;

• shall disclose his concern or interest in any Company or companies or bodies
corporate, firms, or other association of individuals including his shareholding at the
first meeting ofthe Board in every financial year and thereafter whenever there is a
change in thedisclosures already made;

• Such other requirements as any prescribed, from time to time, under the Companies
Act, 2013, Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with
the objective of having a group that best enables the success of the Company’s business.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of
Directors at time of appointment/ re-appointment and the Board shall assess the same
annually. The Board shall re-assess determinations of independence when any new
interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laid
down in Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

An independent Director in relation to a Company, means a director other than a
managingDirector or a whole-time Director or a nominee Director

i. who, in the opinion of the board of directors, is a person of integrity and
possessesrelevant expertise and experience;

ii. who is or was not a promoter of the listed entity or its holding, subsidiary or
associatecompany or member of the promoter group of the listed entity;

iii. who is not related to promoters or directors in the listed entity, its holding, subsidiary
or associate company;

iv. who, apart from receiving director's remuneration, has or had no material pecuniary
relationship with the listed entity, its holding, subsidiary or associate company, or their
promoters, or directors, during the three immediately preceding financial years or during
the current financial year;

v. none of whose relatives—

a. is holding securities of or interest in the listed entity, its holding, subsidiary or
associate company during the three immediately preceding financial years or
during the current financial year of face value in excess of fifty lakh rupees or
two percent ofthe paid-up capital of the listed entity, its holding, subsidiary or
associate company, respectively, or such higher sum as may be specified;

b. is indebted to the listed entity, its holding, subsidiary or associate company or
their promoters or directors, in excess of such amount as may be specified
during the three immediately preceding financial years or during the current
financial year;

c. has given a guarantee or provided any security in connection with the
indebtedness of any third person to the listed entity, its holding, subsidiary or
associate company or their promoters or directors, for such amount as may be
specified during the three immediately preceding financial years or during the

current financial year; or

d. has any other pecuniary transaction or relationship with the listed entity, its
holding, subsidiary or associate company amounting to two percent or more of
its gross turnover or total income: Provided that the pecuniary relationship or
transaction with the listed entity, its holding, subsidiary or associate company or
their promoters, or directors in relation to points (A) to (D) above shall not
exceed two percent of its gross turnover or total income or fifty lakh rupees or
such higher amount as may be specified from time to time, whichever is lower.

vi. who, neither himself /herself, nor whose relative(s) —

a. holds or has held the position of a key managerial personnel or is or has been an
employee of the listed entity or its holding, subsidiary or associate company or
any company belonging to the promoter group of the listed entity, in any of the
three financial years immediately preceding the financial year in which he is
proposed to be appointed:

Provided that in case of a relative, who is an employee other than key managerial
personnel, the restriction under this clause shall not apply for his / her
employment.

b. is or has been an employee or proprietor or a partner, in any of the three financial
years immediately preceding the financial year in which he is proposed to be
appointed, of

(i) a firm of auditors or company secretaries in practice or cost auditors of the
listed entityor its holding, subsidiary or associate company; or

(ii) any legal or a consulting firm that has or had any transaction with the listed
entity, its holding, subsidiary or associate company amounting to ten per cent
or more of thegross turnover of such firm;

c. holds together with his relatives two per cent or more of the total voting power of
thelisted entity; or

d. is a chief executive or director, by whatever name called, of any non-profit
organisation that receives twenty-five per cent or more of its receipts or corpus
from the listed entity, any of its promoters, directors or its holding, subsidiary or
associate company or that holds two per cent or more of the total voting power of
the listed entity;

e. is a material supplier, service provider or customer or a lessor or lessee of the
listed entity;

vii. who is not less than 21 years of age.

viii. who is not a non-independent director of another company on the board of which
any non- independent director of the listed entity is an independent director:

3.2.3 The independent Director shall abide by the “code for independent Directors “as

specified in Schedule IV to the companies Act, 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and

experience to contribute to effective Board Performance Accordingly, members should
voluntarily limit their Directorships in other listed public limited companies in such a
way that it does not interfere with their role as Director of the Company. The NR
Committee shall take into account the nature of, and the time involved in a Director
service on other Boards, in evaluating the suitability of the individual Director and
making its recommendations to the Board.

3.3.2 A Director shall not serve as Director in more than 20 companies of which not
more than10 shall be public limited companies.

3.3.3 A Director shall not serve as an independent Director in more than 7 listed
companies and not more than 3 listed companies in case he is serving as a whole-time
Director in any listed Company.

3.3.4 A Director shall not be a member in more than 10 committee or act as chairman of
morethan 5 committee across all companies in which he holds Directorships.

For the purpose of considering the limit of the committee, Audit committee and
stakeholder’s relationship committee of all public limited companies, whether listed or
not, shall be included and all other companies including private limited companies,
foreign companies and companies under Section 8 of the companies Act, 2013 shall be
excluded.

Remuneration policy for Directors, key managerial personnel and other employees:

The objectives of the remuneration policy are to motivate Directors to excel in their
performance, recognize their contribution and retain talent in the organization and
reward merit.

The remuneration levels are governed by industry pattern, qualifications and experienceof
the Directors, responsibilities shouldered and individual performance.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

0.1 This policy sets out the guiding principles for the Nomination and Remuneration
committee for recommending to the Board the remuneration of the Directors, key
managerial personnel and other employees of the Company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 “Director” means a Director appointed to the Board of the Company.

2.2 “key managerial personnel” means

(i) The Chief Executive Officer or the managing Director or the manager;

(ii) The Company Secretary;

(iii) The Whole-time Director;

(iv) The Chief Financial Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 “Nomination and Remuneration committee” means the committee constituted by
Board in accordance with the provisions of Section 178 of the companies Act, 2013,
clause 49 of the Equity Listing Agreement and Regulation 19 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR)

The Board on the recommendation of the NR committee shall also review and approve
the

remunerationpayable to the key managerial personnel of the Company.

3.1.2 The remuneration structure to the Executive Director and key managerial personnel
shallinclude the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.3 The Annual plan and Objectives for Executive committee shall be reviewed by the
NR committee and Annual performance bonus will be approved by the committee based
on the achievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the NR Committee, shall review and
approve the remuneration payable to the Non - Executive Directors of the Company
within the overall limits approved by the shareholders as per the provisions of the
Companies Act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of
the Board and the Committees thereof. The Non- Executive Directors shall also be
entitled to profit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

1.3.1. Employees shall be assigned grades according to their qualifications and work
experience, competencies as well as their roles and responsibilities in the

organization. Individual remuneration shall be determined within the appropriate
grade and shall be based on various factors such as job profile skill sets,
seniority, experience and prevailing remuneration levels for equivalent jobs.

OTHER DIRECTORSHIPS/ COMMITTEE MEMBERSHIPS:

5.1 The Board members are expected to have adequate time and expertise and
experience to contribute to effective Board performance. Accordingly, members should
voluntarily limit their directorships in other listed public limited companies in such a
way that it does not interfere with their role as director of the company. The NR
Committee shall take into account the nature of and the time involved in a director’s
service on other Boards, in evaluating the suitability of the individual Director and
making its recommendations to the Board.

5.2 Director shall not serve as director in more than 20 companies of which not more
than 10 shall be public limited companies.

5.3 Director shall not serve as an independent Director in more than 7 listed companies
and not more than 3 listed companies in case he is serving as a whole-time Director in
any listed company.

5.4 Director shall not be a member in more than 10 committees or act as chairman of
more than 5 committees across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and
stakeholder’s relationship committee of all public limited companies, whether listed or
not, shall be included and all other companies including private limited companies,
foreign companies and companies under section 8 of the companies Act, 2013 shall be
excluded.

(III). STAKEHOLDERS RELATIONSHIP COMMITTEE
A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The Committee’s role includes:

i. Resolving the grievances of the security holders of the Company including complaints
related to transfer/transmission of shares, non-receipt of annual report, non-receipt of
declareddividends, issue of new/duplicate certificates, general meetings etc;

ii. Review of measures taken for effective exercise of voting rights by shareholders;

iii. Review of adherence to the service standards adopted by the Company in respect of
various services being rendered by the Registrar & Share Transfer Agent;

iv. Review of the various measures and initiatives taken by the Company for reducing
the quantum of unclaimed dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the shareholders of the company;

v. Such other matter as may be specified by the Board from time to time.

vi. Authority to review / investigate into any matter covered by Section 178 of the
Companies Act, 2013 and matters specified in Part D of Schedule II of the Listing
Regulations.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND
ATTENDANCEDURING THE YEAR:

From 01.04.2024 till 30.09.2024 no meetings were conducted and later the company was
was admitted in IBC proceedings on 01.10.2024 and came out of the same on
12.06.2025 vide Order of the Hon’ble NCLT, Hyderabad Bench dated 12.06.2025.

* appointed w.e.f.11.07.2025

NED (I): Non-Executive Independent director
NED: Non-Executive director

C. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED
AND PENDING DURING THE YEAR 2024-25:

29. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

Since your Company does not have net worth of Rs. 500 Crores or more or turnover of
Rs. 1000 Crores or more or a net profit of Rs. 5 Crores or more during the financial year,

section 135 of the Companies Act, 2013relating to Corporate Social Responsibility is not
applicable and hence the Company need not adopt any Corporate Social Responsibility
Policy.

30. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to
Reg. 22 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015
and Section 177(10) of the Companies Act 2013, enabling stakeholders to report any
concern of unethical behavior, suspected fraud or violation.

The said policy inter-alia provides safeguard against victimization of the Whistle
Blower. Stakeholders including directors and employees have access to the Vice
Chairman and Managing Director and Chairperson of the Audit Committee.

During the year under review, no stakeholder was denied access to the Chairperson of
the Audit Committee.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
ORCOURTS:

The Hon’ble National Company Law Tribunal (“NCLT”), Hyderabad Bench, vide
Order dated 01.10.2024 (“Insolvency Commencement Order”) had initiated Corporate
Insolvency Resolution Process (“CIRP”) based on petition filed by the Fina ncial Creditor
under Section 7 of the Insolvency and Bankruptcy Code, 2016 (“the Code”) and
appointed Mr. Chinna Gurappa as Resolution Professional.

32. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

Statutory Auditors:

The Board in its meeting held on 06.08.2025 proposed to appoint M/s. Boppudi &
Associates and Associates., as Statutory Auditors for the FY 2024-25 and FY 2025-26
up to ensuing Annual General Meeting. Further in the Extra Ordinary General Meeting
held on 25th Day of September 2025, M/s. Boppudi & Associates and Associates were
appointed as Statutory Auditors for the FY 2024-25 and FY 2025-26 up to ensuing
Annual General Meeting.

It is proposed to re-appoint M/s. Boppudi & Associates as the statutory auditor to hold
office for a period of 5 (five) consecutive years commencing from the conclusion of the
ensuing Annual General Meeting till the Annual General Meeting of the Company to be
held for the financial year 2029-30.

The Auditors’ Report for fiscal 2025 does not contain any qualification, reservation or
adverse remark. The Auditors’ Report is enclosed with the financial statements in this
Annual Report. The Company has received audit report with unmodified opinion for
both Standalone and Consolidated audited financial results of the Company for the
Financial Year ended March 31, 2025 from the statutory auditors of the Company. The

Auditors have confirmed that they have subjected themselves to the peer review process
of Institute of Chartered Accountants of India(ICAI)

33. INTERNAL AUDITOR:

No Internal Auditor was appointed for FY 2024-25.

34. SECRETARIAL AUDITOR:

In terms of section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the
recommendations ofthe Audit Committee, the Board of Directors in its meeting held on
06.08.2025 had appointed M/s. P. Srinivas & Associates, Practicing Company
Secretaries (CP No. 23988) as the Secretarial Auditor of the Company, for conducting the
Secretarial Audit for financial year ended March 31, 2025.

The Secretarial Audit was carried out by M/s. P. Srinivas & Associates & Associates,
Company Secretaries (CP No. 23988) for the financial year ended March 31, 2025. The
Report given by the Secretarial Auditor is annexed herewith as Annexure- I and forms
integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.

35. SECRETRIAL STANDARDS:

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company
has complied with the applicable provisions of the Secretarial Standards issued by the
Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

36. DECALARATION BY THE COMPANY:

The Company has issued a certificate to its Directors, confirming that it has not
made anydefault under Section 164(2) of the Act, as on March 31, 2024.

37. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the Companies
Act, 2013, the Board of Directors upon recommendation of the Nomination and
Remuneration Committee approved a policy on Director’s appointment and
remuneration, including, criteria for determining qualifications, positive attributes,
independence of a Director and other matters.

38. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an annual return is
uploaded on website of the Company https://taazainternational.com/

39. DISCLOSURE ABOUT COST AUDIT:

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. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated
under Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015 with the stock exchange in India is
annexed herewith as Annexure- II to this report.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors
have confirmed that they are not aware of any circumstance or situation, which exists
or may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgement and without any external
influence.

During the year, Independent Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees, commission and
reimbursement of expenses incurred by them for the purpose of attending meetings of
the Board of Directors and Committee(s).

41. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth of
the Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable.

42. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or
transactions with the Company which in the Judgment of the Board may affect the
independence of the Directors.

43. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER
THEINSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

The National Company Law Tribunal (“NCLT”), Hyderabad Bench, vide Order dated
01.10.2024 (“Insolvency Commencement Order”) had initiated Corporate Insolvency
Resolution Process (“CIRP”) based on petition filed by the Financial Creditor under
Section 7 of the Insolvency and Bankruptcy Code, 2016 (“the Code”). Hon’ble NCLT
vide its Orders dated 14.06.2025 approved the Resolution Plan submitted by
Resolution applicant. He has implemented the Resolution Plan including payment to
the financial and operational creditors.

44. CODE OF CONDUCT FOR THE 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) Regulation, 2018. 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 the consequences of violation. The policy has been formulated to regulate,
monitor and ensure reporting of deals by employees and to maintain the highest ethical
standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures
for fair disclosure of unpublished price sensitive information and code of conduct for
the prevention of insider trading is available on our website
(https ://taazainternational. com/).

45. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN
ATWORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace.

This is in line with provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act’) and the Rules made
thereunder. With the objective of providing a safe working environment, all employees
(permanent, contractual, temporary, trainees) are covered under this Policy. The policy
is available on the website at https://taazainternational.com/

As per the requirement of the POSH Act and Rules made thereunder, the Company has
constituted an Internal Committee at all its locations known as the Prevention of Sexual
Harassment (POSH) Committees, to inquire and redress complaints received regarding
sexual harassment. During the year under review, there were no Complaints pertaining
to sexual harassment.

46. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE
TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM
BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of loans taken
from banks and financial institutions.

47. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which
were failed to be implemented.

48. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE
RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based
disclosures is not required.

49. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
mandated the formulation of certain policies for all listed companies. All the policies
are available on our website i.e. https://taazainternational.com/

50. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following
activitiesexcept as mentioned:

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

c) Issue of shares under employee’s stock option scheme: NA

d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares:
NA

e) Buy back shares: NA

f) Disclosure about revision: NA

g) Preferential Allotment of Shares: NA

h) Issue of equity shares with differential rights as to dividend, voting: NA

51. APPRECIATION & ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the overwhelming co-operation and
assistance received from the investors, customers, business associates, bankers, vendors,
as well as regulatory and governmental authorities. Your Directors also thanks the
employees at all levels, who through their dedication, co-operation, support and smart
work have enabled the company to achieve a moderate growth and is determined to
poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents,
banks and other financial institutions and shareholders of the Company, SEBI, BSE,
NSDL, CDSL, Bankers etc. for their continued support for the growth of the Company.

For and on behalf of the Board
Taaza International Limited

Place: Hyderabad Jhansi Sanivarapu Venkatesh Challa

Date: 28.11.2025 Whole time Director Director

(DIN: 03271569) DIN: 08891249