Your director's pleased to present the 43^rd Board Report on the Business and Operations of the Company
along with the Audited Statement of Accounts for the Financial Year ended on 31^st March, 2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 and for the
previous financial year ended on 31^st March, 2024 is summarized as below:

2. OPERATIONS:

Total revenue for Financial Year 2024-25 is Rs. 17,528.13 Lakhs compared to the total revenue of Rs.
5,095.83 Lakhs of previous Financial Year. The Company has incurred Profit before tax for the Financial
Year 2024-25 of Rs. 1,117.28 Lakhs as compared to Profit of Rs. 1,131.17 Lakhs of previous Financial
Year. Net Profit after Tax for the Financial Year 2024-25 is Rs. 1,115.51 Lakhs as against Net Profit of Rs.
1,046.36 Lakhs of previous Financial Year. The Directors are continuously looking for the new avenues
for future growth of the Company and expect more growth in the future period.

3. TRANSFER TO RESERVES:

The Profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to profit and
loss account of the Company under Reserves and Surplus.

4. CHANGE IN NATURE OF BUSINESS. IF ANY:

During the Financial Year 2024-25, there was no change in nature of Business of the Company.

5. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2025
is available on the Company's website at www.franklinindustries.in.

6. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:

The authorized share capital of the Company as on 31^st March, 2025 is Rs. 30,00,00,000/- (Rupees
Thirty Crores Only) divided into 30,00,00,000 (Thirty Crores) Equity Shares of Rs. 1.00/- (Rupee
Ten Only) each.

During the year under review, Company had approved to increase authorised share capital of the
company at a face of Rs, 1.00/- (Rupees one only) each from 25,00,00,000 (Rupees Twenty Five
Crores) to 30,00,00,000 (Rupees Thirty Crores) with the approval of members of the company in
Annual General Meeting held on 23^rd August, 2024.

Further, After the closure of the year, Company had approved to increase authorised share capital of
the company at a face of Rs, 1.00/- (Rupees one only) each from 30,00,00,000 (Rupees Thirty
Crores) to 80,00,00,000 (Rupees Eighty Crores) with the approval of members of the company in
Extra Ordinary General Meeting held on 28^th April, 2025.

B. PAID-UP SHARE CAPITAL:

The paid-up share capital of the Company as on 31^st March, 2025 is Rs. 28,92,00,000/- (Rupees
Twenty-Eight Crore Ninety-Two Lakh Only) divided into 28,92,00,000 (Twenty-Eight Crore Ninety-
Two Lakh) equity shares of Re. 1.00/- (Rupee One Only) each.

During the year under review,

1. Company had allotted of 10,84,50,000 fully paid-up Rights Equity Shares of face value of ^
1.00/- each at price of ^ 3.58/-per Rights Equity Share (including premium of ^ 2.58/-per Rights
Equity Share) by way of a rights issue.

2. Company had allotted of 14,46,00,000 fully paid-up Bonus Equity Shares of Re. 1.00/- each in
the ratio 1:1 i.e., One (1) Equity Share of Re. 1/- each for every One (1) Equity Share of Re. 1.00/-
each held by the shareholders of the Company as on the record date i.e. September 09,2024.

Further, After the closure of the year Company had allotted of 48,20,00,000 fully paid-up Rights
Equity Shares of face value of ^ 1/- each at price of ^ 1.00/-per Rights Equity Share by way of a
rights issue.

7. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your directors do not
recommend any dividend for the Financial Year 2024-25 (Previous year - Nil).

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or
unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund
("IEPF"). During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid
Dividend Account" lying for a period of seven years from the date of transfer of such unpaid dividend to
the said account. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO
WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

• Company had allotted of 10,84,50,000 fully paid-up Rights Equity Shares of face value of ^
1.00/- each at price of ^ 3.58/-per Rights Equity Share (including premium of ^ 2.58/-per Rights
Equity Share) by way of a rights issue.

• Company had allotted of 14,46,00,000 fully paid-up Bonus Equity Shares of Re. 1.00/- each in
the ratio 1:1 i.e., One (1) Equity Share of Re. 1/- each for every One (1) Equity Share of Re. 1.00/-
each held by the shareholders of the Company as on the record date i.e. September 09,2024.

• Company had allotted of 48,20,00,000 fully paid-up Rights Equity Shares of face value of ^
1.00/- each at price of ^ 1.00/-per Rights Equity Share by way of a rights issue.

10. CHANGE IN REGISTERED OFFICE OF THE COMPANY:

The Board Meeting of the Company held on Tuesday, 7^th January, 2025 has considered and changed
its registered Office from 301, Signature 01, Nr. Jaguar Showroom, S.G. Highway, Makarba, Jivraj
Park, Ahmedabad, Ahmadabad City, Gujarat, India, 380051 to A-207, Infinity Tower, Corporate Road,
Prahalad Nagar, Satellite, Jodhpur Char Rasta, Ahmedabad, Ahmadabad City, Gujarat, India, 380015
w.e.f. 15^th January, 2025.

11. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE 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.

12. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap
between two meetings not exceeding 120 days to take a view of the Company's policies and
strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 17 (Seventeen) times viz. 19^th April,
2024, 27^th April, 2024, 7^th May, 2024, 23^ri May, 2024, 24^th May, 2024, 3^ri June, 2024, 17^th July, 2024,
13^th August, 2024, 10^th September, 2024, 4^th November, 2024, 12^th November, 2024, 18^th December,

2024, 1^st January, 2025, 7^th January, 2025, 1^st February, 2025, 11^th February, 2025, and 28^th March,

2025.

13. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act,
2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a In the preparation of the Annual Accounts, for the year ended on 31^st March, 2025 the applicable
accounting standards read with requirements set out under Schedule III to the Act, have been
followed and there is no material departure from the same;

b. The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of financial year and of the profit of the Company for the
financial year ended on 31^st March, 2025.

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

d. The Directors had prepared the Annual Accounts on a going concern basis;

e. The Directors had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively and;

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

14. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the
Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate
Social Responsibility.

15. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE:

i. Auditors' Report:

There were no qualifications, reservations, adverse remarks or disclaimer made by the Auditors in their
report on the financial statement of the Company for the financial year ended on 31^st March, 2025.

ii. Secretarial Auditor's Report:

There were no qualification, adverse remarks and observation made by the Secretarial Auditor, as per
Secretarial Report i.e. MR-3.

16. PARTICULARS OF LOANS. GUARANTEES. SECURITIES COVERED OR INVESTMENTS MADE
UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of
the Companies Act, 2013 are provided in the financial statement.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, Company had not entered any transaction with Related Party

Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of the Listing
Regulations, all Material Related Party Transactions ("material RPTs") require prior approval of the
shareholders of the Company vide ordinary resolution.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with
Regulation 23 of the Listing Regulations, which is available on the website of the Company at
www.franklinindustries.in.

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee
undertakes quarterly review of related party transactions entered into by the Company with its related
parties. Pursuant to Regulation 23 of Listing Regulations and Section 177 of the Act, the Audit Committee
has granted omnibus approval in respect of transactions which are repetitive in nature, which may or
may not be foreseen, not exceeding the limits specified thereunder. The transactions under the purview
of omnibus approval are reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation
23(9) of the Listing Regulations, your Company has filed the disclosures on Related Party Transactions in
prescribed format with the Stock Exchanges.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this
Report, and provides the Company's current working and future outlook as per Annexure - 1.

19. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement
across the organization. The same is subject to review periodically by the internal audit cell for its
effectiveness. During the financial year, such controls were tested and no reportable material weaknesses
in the design or operations were observed. The Statutory Auditors of the Company also test the
effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI.

Their expressed opinion forms part of the Independent Auditor's report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial
and financial reporting risks. The internal financial controls have been documented, digitized and
embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews,
control self-assessment, continuous monitoring by functional experts. We believe that these systems
provide reasonable assurance that our internal financial controls are designed effectively and are
operating as intended.

During the year, no reportable material weakness was observed.

20. RESERVES & SURPLUS:

21. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK
MANAGEMENT POLICY OF THE COMPANY:

The Company has framed formal Risk Management framework for risk assessment and risk minimization
for Indian operation which is periodically reviewed by the Board of Directors to ensure smooth
operations and effective management control. The Audit Committee also reviews the adequacy of the risk
management frame work of the Company, the key risks associated with the business and measures and
steps in place to minimize the same.

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

The details of conservation of energy, technology absorption etc. as required to be given under section
134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as
the Company has not taken any major step to conserve the energy etc.

There were no foreign exchange earnings or outgo during the year under review.

23. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements
on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is
designed to create a high-performance culture. It enables the Company to attract, retain and motivate
employees to achieve results. The Company has made adequate disclosures to the members on the
remuneration paid to Directors from time to time. The Company's Policy on director's appointment and
remuneration including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under Section 178 (3) of the Act is available on the website of the
Company at www.franklinindustries.in.

24. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND IOINT
VENTURES:

The Company does not have any Holding / Subsidiary / Associate Company and Joint Venture.

25. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI). The Company has devised proper systems
to ensure compliance with its provisions and is in compliance with the same.

26. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit
Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against
the Company by its officers or employees, the details of which would need to be mentioned in the Board's
Report.

27. STATE OF COMPANY'S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation
34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed
write up and explanation about the performance of the Company.

28. STATEMENT ON ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual
Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the
feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate
governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities
and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman
of the Nomination and Remuneration Committee had one-on-one meetings with each Executive and Non¬
Executive, Non-Independent Directors. These meetings were intended to obtain Directors' inputs on
effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as
a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive
Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and
the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and individual
directors was discussed.

The evaluation process endorsed the Board Members' confidence in the ethical standards of the
Company, the resilience of the Board and the Management in navigating the Company during challenging
times, cohesiveness amongst the Board Members, constructive relationship between the Board and the
Management, and the openness of the Management in sharing strategic information to enable Board

Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its
committees and individual directors as per the formal mechanism for such evaluation adopted by the
Board. The performance evaluation of all the Directors was carried out by the Nomination and
Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole
was carried out by the Independent Directors. The exercise of performance evaluation was carried out
through a structured evaluation process covering various aspects of the Board functioning such as
composition of the Board & committees, experience & competencies, performance of specific duties &
obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the
Directors individually as well as evaluation of the working of the Board by way of individual feedback
from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

29. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors
and employees to report concerns about unethical behavior, actual or suspected fraud or
violation of Company's Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

The Company has framed "Business Conduct Policy". Every employee is required to review and
sign the policy at the time of joining and an undertaking shall be given for adherence to the
policy. The objective of the policy is to conduct the business in an honest, transparent and in an
ethical manner. The policy provides for anti-bribery and avoidance of other corruption
practices by the employees of the Company.

30. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has
received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2024-25.

31. LOAN FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party
transactions which may have potential conflict with the interest of the Company at large. Suitable
disclosures as required are provided in AS-18 which is forming the part of the notes to financial
statement.

32. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below:

^I Mr. Smit Patel has resigned as a Non-Executive Director w.e.f. 19^th April, 2024.

². Mr. Maulik Gautambhai Patel has resigned from the post of Chief Financial Officer w.e.f. 27^th April, 2024.

³. Mr. Dhaval Nagar has resigned as a Company Secretary w.e.f. 17^th May, 2024.

⁴ Ms. Shivani Gajjar has resigned as an Independent Director w.e.f. 23^rd May, 2024.

⁵. Mr. Viren Makwana has resigned as an Independent Director w.e.f. 1^st June, 2024.

⁶ Mr. Ashishkumar Jayantilal Kapadiya had been appointed as a Non-Executive Director w.e.f. 19^th April, 2024.

⁷ Mr. Sachin Verma had been appointed as a Chief Financial Officer w.e.f. 27^th April, 2024 and resigned as a Chief Financial Officer
w.e.f. 18^th December, 2024.

⁸. Ms. Apra Sharma had been appointed as an Independent Director w.e.f. 23^rd May, 2024.

⁹ Mr. Ajit Dashrathji Thakor had been appointed as an Independent Director w.e.f. 23^rd May, 2024 and resigned as an Independent
Director w.e.f. 13^th August, 2024.

¹⁰. Mr. Peeyush Sethia had been appointed as an Independent Director w.e.f. 13^th August, 2024.

^II Mr. Sachin Verma has resigned as a Managing Director w.e.f. 18^th December, 2024.

¹². Mr. Maheshkumar Jethabhai had been appointed as Chief Financial Officer and Managing Director w.e.f. 18^th December, 2024.

¹³. Ms. Shivi Kapila had been appointed as Company Secretary w.e.f. 1^st February, 2025.

Apart from the above changes, there were no other changes in the composition of the Board of Directors
of the Company during the Financial Year 2024-25 and till the date of Board's Report.

As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

33. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Peeyush Sethia and Ms. Apra Sharma, Independent Directors of the Company have confirmed to the
Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies
Act, 2013 and they qualify to be Independent Director. They have also confirmed that they meet the
requirements of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

34. CORPORATE GOVERNANCE:

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Report on Corporate Governance, and certificate regarding compliance
with the conditions of Corporate Governance are approved to the Annual Report as Annexure - 2.

35. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any
deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or
payment of interest during the financial year.

36. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company
has established connectivity with both the Depositories i.e. National Securities Depository Limited
("NSDL") and Central Depository Services (India) Limited ("CDSL") and the Demat activation number
allotted to the Company is ISIN: INE789R01022. Presently shares are held in electronic and physical
mode.

37. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried
the evaluation of its own performance, performance of Individual Directors, Board Committees, including
the Chairman of the Board on the basis of attendance, contribution towards development of the Business
and various other criteria as recommended by the Nomination and Remuneration Committee of the
Company. The evaluation of the working of the Board, its committees, experience and expertise,
performance of specific duties and obligations etc. were carried out. The Directors expressed their
satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors, the performances of Executive and Non - Executive
Directors were evaluated in terms of their contribution towards the growth and development of the
Company. The achievements of the targeted goals and the achievements of the expansion plans were too
observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

38. AUDITORS:

A. Statutory Auditor:

M/s. S S R V & Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 135901W),
were appointed as the Statutory Auditors of the Company for the Financial Year 2024-25.

The Auditor's report for the Financial Year ended 31^st March, 2025 has been issued with an
unmodified opinion, by the Statutory Auditor and the report is part of the Annual Report.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed
M/s. Dharti Patel & Associates, Company Secretaries, as a Secretarial Auditor of the Company to
conduct Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure - 3
in Form MR-3. There are no adverse observations in the Secretarial Audit Report which call for
explanation.

39. DISCLOSURES:

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, was
held on 24^th May, 2024, 17^th July, 2024, 4^th November, 2024, 12^th November, 2024 and 11^th February,
2025 the attendance records of the members of the Committee are as follows:

1 Mr. Viren Makwana had resigned as chairman of Audit Committee w.e.f. 1^st June, 2024

2 Ms. Shivangi Gajjar had resigned as member of Audit Committee w.e.f. 23^rd May, 2024

3 Mr. Sachin Verma had resigned as member of Audit Committee w.e.f. 18^th December, 2024

4 Mr. Ajit Dashrathji Thakor had been appointed as chairman of Audit Committee w.e.f. 1^st June, 2024 had resigned as
chairman of Audit Committee w.e.f. 13^th August, 2024

5 Mr. Peeyush Sethia had been appointed as member of Audit Committee w.e.f. 13^th August, 2024

6 Ms. Apra Sharma had been appointed as member of Audit Committee w.e.f. 23^rd May, 2024

7 Mr. Maheshkumar Jethabhai Patel had been appointed as chairman of Audit Committee w.e.f. 18^th December, 2024

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of the members of the Nomination and Remuneration
committee, as tabulated below, was held on 19^th April 2024, 27^th April, 2024, 23^rd May, 2024, 24^th
May, 2024, 3^rd June, 2024, 13^th August, 2024, 18^th December, 2024, and 1^st February, 2025, the
attendance records of the members of the Committee are as follows:

1. Mr. Viren Makwana had resigned as chairman of Nomination and Remuneration Committee w.e.f. 1^st June, 2024.

2. Ms. Shivangi Gajjar had resigned as member of Nomination and Remuneration Committee w.e.f. 23^rd May, 2024.

3. Mr. Smit Patel had resigned as member of Nomination and Remuneration Committee w.e.f. 19^th April, 2024.

4. Mr. Ajit Dashrathji Thakor had been appointed as chairman of Nomination and Remuneration Committee w.e.f. 1^st June,
2024 had resigned as chairman of Nomination and Remuneration Committee w.e.f. 13^th August, 2024.

5. Mr. Peeyush Sethia had been appointed as chairman of Nomination and Remuneration Committee w.e.f. 13^th August, 2024.

6. Ms. Apra Sharma had been appointed as member of Nomination and Remuneration Committee w.e.f. 23^rd May, 2024

7. Mr. Ashishkumar Jayantilal Kapadiya had resigned as member of Nomination and Remuneration Committee w.e.f. 19 ^th April,
2024.

C. Composition of Stakeholders' Relationship Committee:

During the year under review, meetings of members of Stakeholders' Relationship committee as
tabulated below, was held on 10^th September, 2024 and the attendance records of the members of
the Committee are as follows:

1. Ms. Shivangi Gajjar had resigned as chairman of Stakeholders' Relationship Committee w.e.f. 23^rd May, 2024.

2. Mr. Smit Patel had resigned as member Stakeholders' Relationship Committee w.e.f. 19^th April, 2024.

3. Mr. Viren Makwana had resigned as member of Stakeholders' Relationship Committee w.e.f. 1^st June, 2024.

4. Mr. Ajit Dashrathji Thakor had been appointed as member of Stakeholders' Relationship Committee w.e.f. 1^st June, 2024 had
resigned as member of Stakeholders' Relationship Committee w.e.f. 13^th August, 2024.

5. Mr. Peeyush Sethia had been appointed as member of Stakeholders' Relationship Committee w.e.f. 13^th August, 2024.

6. Ms. Apra Sharma had been appointed as chairman of Stakeholders' Relationship Committee w.e.f. 23^rd May, 2024

7. Mr. Ashishkumar Jayantilal Kapadiya had resigned as member of Stakeholders' Relationship Committee w.e.f. 19^th April,
2024.

40. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION & REDRESSAL) ACT. 2013:

The Company has always been committed to provide a safe and conducive work environment to its
employees. Your Directors further state that during the year under review there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder during
the year:

a. Number of complaints filed during the financial year - NIL

b. Number of complaints disposed of during the financial year - NIL

c. Number of complaints pending as on end of the financial year - NIL

41. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management
continued to remain cordial during the year under review.

42. MAINTENANCE OF COST RECORDS:

According to information and explanation given to us, the Central Government has not prescribed
maintenance of cost records under section 148(1) of the Act in respect of activities carried out by the
Company.

43. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016:

During the year under review, there were no applications made or proceedings pending in the name of
the Company under the Insolvency and Bankruptcy Code 2016.

44. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING LOAN FROM THE
BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and
Financial Institutions.

45. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance
received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers,
Customers and other business associates who have extended their valuable sustained support and
encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for
the commitment displayed by all executives, officers and staff at all levels of the Company. We look
forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of

A-207, Corporate Road, Prahlad Franklin Industries Limited

Nagar, Satellite, Jodhpur Char Rasta,

Ahmedabad, Gujarat, India, 380015.

Sd/- Sd/-

Ashishkumar Kapadiya Maheshkumar Patel
Place: Ahmedabad Director Managing Director

Date: 5^th September, 2025 DIN: 10212557 DIN: 10872459