The Board of Directors of the Company hereby present the Second (2^nd) Board's Report (post
Corporate Insolvency Resolution Process (CIRP)) of your Company along with the Audited
Financial Statements for the year ended March 31, 2025.

CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP) KEY HIGHLIGHT:

M/s Asrec (India) Limited (who became the financial creditor in place of Bank of India) filed a
petition for initiation of Corporate Insolvency Resolution Process ("CIRP”) against the Company,
under Section 7 of the IBC Code and the Company was admitted under CIRP in terms of the order
passes by the Hon'ble NCLT, Allahabad Bench vide its order dated March 31, 2023. In due course,
Mr. Saurabh Chawla was appointed as the Interim Resolution Professional of the Company and
was confirmed as Resolution Professional in the first meeting of the Committee of Creditors of the
Company ("CoC”), held on April 27, 2023.

Under Section 17 of the Insolvency and Bankruptcy Code the management of the affairs of the
company shall vest in the erstwhile Resolution Professional. The powers of the Board of Directors
shall stand suspended and be exercised by the erstwhile Resolution Professional.

Pursuant to the appointment, the Resolution Professional took various steps in conformity with
the provisions of the IBC Code towards the conduct of the CIRP and management of the Company,
including the invitation of a resolution plan in consultation with the CoC and resolution plan
submitted by the Palika Towns LLP (“Resolution Applicant”), was approved by the CoC in its
meeting held on October 20, 2023 and has been approved by a Hon'ble NCLT, Allahabad Bench,
vide Order dated April 17,2024.

The implementation of resolution plan is under the supervision of Implementation and Monitoring
Committee constituted in accordance with approved Resolution Plan comprising the nominee
representing Financial Creditor/s and one nominee from Resolution Applicant along with
Resolution Professional. Aforesaid Committee is supervising the compliances as per the terms of
the Resolution Plan till such time the Resolution Plan is fully implemented.

Approved resolution plan along with the order of Hon'ble NCLT approving the Resolution Plan is
hosted on website of Company at and the same is also intimated to the Stock exchange BSE Ltd.

FINANCIAL & OPERATIONAL PERFORMANCE HIGHLIGHTS

In compliance with the provisions of the Companies Act, 2013 ('Act'), and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') the Company has
prepared its financial statements as per Indian Accounting Standards (Ind AS) for the FY 2024-25.
The highlights of the financial results of the Company, extracted from the financial statements for
the FY 2024-25 and previous FY 2023-24, are as under:

DIVIDEND

In view of the operating loss incurred, the Directors does not recommend any dividend for the year
under review.

RESERVES AND SURPLUS

Due to loss incurred during the year under review, there was no transfer of any amount to Reserves
for the financial year ended on March 31, 2025.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the period under review there is no change in the nature of business of the Company.
However, after the closure of Financial Year the Company has changed its Main Objects to real
estate developer and civil engineering related services and accorded shareholders' consent
through Postal Ballot. The Amended Memorandum of Association with Altered Articles of
Association are also available on the Company's website at https://www.harigcrankshafts.com .

FUTURE OUTLOOK

Your Company was primarily involved in the business of high-quality automotive crankshafts
designed for a variety of vehicles, including cars, light commercial vehicles, trucks, and earth-
moving equipment. Since the operations of the company was shut from FY 2011.

Pursuant to the Resolution Plan submitted by the Palika Towns LLP was approved by the majority
members of Committee of creditors and Hon'ble NCLT, Allahabad Bench, on October 20, 2023 and
April 17, 2024 respectively. Further the Approval of Members were received in the Extraordinary
General meeting of the Company held on 7th December, 2024 to sell the undertaking of the
Company comprising of land and building situated at C49,Noida Phase-II, Noida, Gautam Budh
Nagar, Uttar Pradesh-201305 over a total area of 22,343.10 sq. meter along with Plant &
machinery situated thereat.

After the closure of financial year, The Company felt the need to explore and diversify into a new area
of business activity. Consequently, the company has passed the necessary resolution(s) though
postal ballot to change the main object of the company to real estate developer and civil
engineering related services more particularly prescribed in drafted MOA available on the website
of the Company. www.harigcrankshafts.com

SHARE CAPITAL

The issued and paid-up Share Capital of the Company was Rupees 50,00,00,000/- and Rupees
10,50,00,000/- respectively at the end of the financial year 2024-25.

There were no instances of issue of shares with differential voting right, buy back of shares or
bonus issues of shares during the year.

During the year under review, in terms of the above referred approved resolution plan , the
existing equity shareholders other than promoters issued new shares proportionality to extent of
new paid up equity as tabulated below. The promoter shareholding having 4,66,26,352
representing about 11.82% of total shareholding was written off and remaining shareholders
holding 34,77,63,438 shares were written down to new shareholding 5% of post-paid equity. The
existing non-promoter or public shareholders issued fresh equity 5,25,000 of face value 10/-
proportionately to their holding at par.

The Resolution Applicant infused fresh share money of INR 9.975 Crores for face value of INR 10/-.
The share issued paid capital post new restructuring is INR 10.50 Crores and shareholding patter
is as follows:

As stated above, the Board of Directors of the Company at their meeting held on July 15, 2024, issued
and allotted 1,05,00,000 equity shares of Rs 10 each and in order to give effect to the allotment, the
existing authorized share capital stands changed from Rs 50,00,00,000 divided 50,00,00,000 equity
shares of Rs. 1 each to Rs. 50,00,00,000 divided into 5,00,00,000 of Rs. 10 each.

DEPOSITS

During the year under review, the Company has not accepted any deposits from public within the
meaning of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014 or any other applicable provision(s), if any.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the
Company between the end of the financial year and date of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company's Board have optimum combination of executive and non-executive directors which
is in conformity with Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements), 2015 with considerable experience and
expertise across a range of fields such as finance, accounts, general management and business
strategy. The details of the directors and their meetings held during the year have been given in
the Corporate Governance Report, which forms part of the Annual Report.

CHANGES IN DIRECTOR AND KMP

Appointment of Directors

• Mr. Manoj Agarwal (DIN: 00093633) was appointed as a Managing Director of the Company
w.e.f May 17, 2024. His appointment was subsequently approved by the shareholders of the
Company at the 1st AGM post CIRP on December 30, 2024.

• Mrs. Pragya Agarwal (DIN: 00093526) was appointed as a Non-Executive Non-Independent
Director of the Company w.e.f May 17, 2024. Her appointment was subsequently approved by
the shareholders of the Company at the 1st AGM post CIRP on December 30, 2024.

• Mr. Lalit Kumar (DIN: 07990864) was appointed as a Non-Executive Independent Director of
the Company w.e.f May 17, 2024. His appointment was subsequently approved by the
shareholders of the Company at the 1st AGM post CIRP on December 30, 2024.

• Mr. Rajveer Singh (DIN: 08854539) was appointed as a Non-Executive Independent Director of
the Company on May 17, 2024. His appointment was subsequently approved by the
shareholders of the Company at the 1st AGM post CIRP on December 30, 2024.

Change in Key Managerial Personnel:

• Ms. Komal Agarwal was appointed as Company Secretary and Compliance Officer of the
company with effect from July 15, 2024.

• Mr. Payas Agarwal was appointed as Chief Financial Officer of the Company with effect from
August 28, 2024.

• Ms. Komal Agarwal has resigned from the designation of the Company Secretary and
Compliance Officer of the Company with effect from the closing of business hours of June 10,
2025.

• Ms. Ayushi Gupta was appointed as Company Secretary and Compliance Officer of the
Company with effect from August 20, 2025.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has, inter-alia, received the following declarations from all the Independent
Directors confirming that:

• they meet the criteria of independence as prescribed under Section 149(6) of the Companies
Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the
circumstances affecting their status as Independent Directors of the Company;

• they have complied with the Code for Independent Directors prescribed under Schedule IV to
the Act; and

• they have registered themselves with the Independent Director's Database maintained by the
Indian Institute of Corporate Affairs.

The Independent Directors have also confirmed that they are not aware of any circumstance or
situation that exists or may be reasonably anticipated that could impair or impact their ability to
discharge their duties with an objective independent judgment and without any external influence.

The Board has taken on record the declarations and confirmations submitted by the Independent
Directors after undertaking due assessment of the veracity of the same. In the opinion of the
Board, all Independent Directors possess requisite qualifications, experience, expertise and hold
high standards of integrity required to discharge their duties with an objective independent
judgment and without any external influence. List of key skills, expertise and core competencies of
the Board, including the Independent Directors, forms a part of the Corporate Governance Report
of this Annual Report.

INDEPENDENT DIRECTORS' MEETING

As per Section 149, Schedule IV of the Companies Act, 2013, and Rules made thereunder, read with
the Listing Regulations, the Independent Directors of the Company met amongst themselves
without the presence of Non-Independent Directors and members of management. The details of
the meeting are provided in the Corporate Governance Report, which is part of this Annual Report.

ANNUAL PERFORMANCE EVALUATION

Pursuant to provisions of the Companies Act, 2013 & rules made there under, the Board has
carried out an annual performance evaluation of its own performance, performance of the Directors
individually as well as the evaluation of the working of its committees.

BOARD MEETINGS

Post CIRP, all the board meetings were held in compliance with section 173 of the Companies Act,
2013 as the intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), 2015.

The Board unites at regular intervals to discuss and decide on Company's business policies and
strategies, apart from other agenda items. The Board met 9 (Nine) times during the year under
review, details of which are given in the Corporate Governance Report, which is part of this Annual
Report. The maximum gap between any two meetings did not exceed one hundred and twenty
(120) days.

The Company has complied with the requirements prescribed under the Secretarial Standards
issued by the Institute of Company Secretaries of India on meetings of the board of directors (SS-
1).

AUDIT COMMITTEE

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities Exchange
Board of India (Listing Obligations and Disclosures Requirements), Regulation, 2015, the Board
has formed an Audit Committee w.e.f. 21.06.2024. The Audit Committee comprises of Mr. Rajveer
Singh (Chairman), Mr. Lalit Kumar and Mr. Manoj Agarwal. The Board of Directors of the Company
had accepted all the recommendations of the Committee.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities Exchange
Board of India (Listing Obligations and Disclosures Requirements), Regulation, 2015, the Board
has formed a Nomination and Remuneration Committee w.e.f 21.06.2024. The N&R Committee
comprises of Mr. Rajveer Singh (Chairman), Mr. Lalit Kumar and Mrs. Pragya Agarwal.

The policy of the company on director's appointment and remuneration, including the criteria for
determining qualifications, positive attributes, independence of a director and other matters, as
required under sub-section (3) of section 178 of the Companies Act,2013 is available on company's
website.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Board has in accordance with the provisions of Section 178(5) of the Companies Act, 2013 and
Regulation 20 of the Securities Exchange Board of India (Listing Obligations and Disclosures
Requirements) Regulation, 2015 constituted Stakeholder Relationship Committee w.e.f
21.06.2024. The committee comprises of Rajveer Singh (Chairperson), Manoj Agarwal and Mrs.
Pragya Agarwal.

The Company Secretary of the Company is the Secretary of the Committee.

For further details about all the Committees of the Board of Directors of the Company, please refer
the Corporate Governance Report which forms an integral part of this Annual Report.

SUBSIDIARY / ASSOCIATE & JOINT VENTURE COMPANIES AND CONSOLIDATED
FINANCIALSTATEMENTS

During the financial year under review, the Company was not having any subsidiary or joint
venture or associate company in terms of the provisions of the Act. Hence, the Company is not
required to prepare form AOC-1 with respect to performance of subsidiary or joint venture or
associate company.

STATUTORY AUDITORS

M/s M.B. Gupta & Co, Chartered Accountants (FRN: 006928N) were appointed as the Auditors of
the Company for one (1) term of 5 consecutive years for the purpose of audit of the financial
statements of the Company from FY 2021- 22 to FY 2025-26, at the first Annual General meeting of
the members (post completion of Corporate Insolvency Resolution Process).

AUDITORS' REPORT

The Auditors' Report read along with notes to accounts is self-explanatory and therefore does not
call for further comments. The Auditors' Report does contain Qualified Opinion.

SECRETARIAL AUDITORS AND THEIR REPORT

In accordance with the recent amendments to the Listing Regulations, the Board has
recommended to the members for their approval, appointment of R&D Company Secretaries,
Practising Company Secretary, as the Secretarial Auditor of the Company, for a term of 5 (five)
consecutive financial years commencing from the financial year 2025-26 to the financial year
2029-30.

The Board had appointed R&D Company Secretaries, Practising Company Secretary, to conduct the
Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for
the financial year ended March 31, 2025 is annexed to this Director's Report as Annexure- IV.

The Report does not contain qualification, reservation or adverse remark except the Following:

1. The Company has appointed Mr Manoj Agarwal, Ms Pragya Agarwal, Mr Lalit Kumar and Mr
Rajveer Singh on 17th May, 2024. However, their appointments were not approved by the
shareholders within 3 months. There was contravention of Regulation 17(1C)(a) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations);

2. The Company has appointed Mr Manoj Agarwal as Managing Director on 17th May, 2024.
However, their appointment were not approved by the shareholders within 3 months. There was
contravention of Regulation 17(1C)(a) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI LODR Regulations);

3. The Company has approved its result for the quarter and year to date ended 30th June, 2024 and
30th September, 2024 beyond 45 days i.e. in the meeting held on 14th February, 2025. There was
contravention of Regulation 33(3)(a) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI LODR Regulations);

4. The Company has approved its annual audited financial results for the financial year ended 31st
March, 2024 beyond 60 days i.e. in the meeting held on 6th December, 2024. There was
contravention of Regulation 33(3)(a) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI LODR Regulations);

5. The Company has not filed the investors grievance statement for the quarter ended 31st March,
2024. There was contravention of Regulation 13(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI LODR Regulations);

6. The Company has not filed the Corporate Governance report for the quarter ended 31st March,
2024. There was contravention of Regulation 27(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI LODR Regulations);

7. The Company has not filed the Shareholding pattern for the quarter ended 31st March, 2024 and
30th June, 2024 within 21 days from the end of quarter. There was contravention of Regulation
31(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR
Regulations);

8. The Company has not filed the Reconciliation of Share Capital Audit report for the quarter ended
31st March, 2024; There was contravention of Regulation 76 of SEBI (Depositories and
Participants) Regulations, 2018;

9. The Company has not filed the Related party transaction for the half year ended 30th September,
2024. There was contravention of Regulation 23(9) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI LODR Regulations);

10. The Company constituted its statutory Committees, namely the Audit Committee, the Nomination
and Remuneration Committee, and the Stakeholders' Relationship Committee, on 21st June 2024. It
was observed that from 1st April 2024 until 21st June 2024, the Company did not have these
Committees in place, which is a non-compliance with the requirements under the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. In terms of Section 203 of the Companies Act, 2013, every listed company is required to appoint
whole-time Key Managerial Personnel (KMP), comprising at least one Managing Director/Chief
Executive Officer/Manager/Whole-Time Director, one Chief Financial Officer, and one Company
Secretary. The Company was not in compliance with the said requirement from 1st April 2024. The
Company has since regularized its position through the following appointments:

S Mr. Manoj Agarwal as Managing Director with effect from 17^th May, 2024;

S Ms. Komal Agarwal as Company Secretary with effect from 15th July, 2024; and

S Mr. Payas Agarwal as Chief Financial Officer with effect from 28th August, 2024.

There was a period of non-compliance between 1st April 2024 and the respective dates of
appointment of the above Key Managerial Personnel;

12. The Company appointed its Statutory Auditors for the audit of financial statements for the
period 2011-2024 only on 15th October 2024. Accordingly, the Company failed to appoint
Statutory Auditors in accordance with the provisions of Section 139 of the Companies Act, 2013 and
the corresponding provisions of the Companies Act, 1956, resulting in non-compliance with the
statutory requirement;

13. Certain statutory e-forms were not filed with the Registrar of Companies within the prescribed
timelines, resulting in non-compliance with the relevant provisions of the Companies Act, 2013. The
details of such delayed filings are as under:

S e-Form DIR-12 - 3 instances (events dated 17th April 2024, 21st August 2024, and 27th
November 2024)

S e-Form MR-1 - 1 instance

S e-Form MGT-14 - 4 instances (events dated 15th July 2024 - 2 forms, 6th December 2024,
and 7th December 2024)

S e-Form SH-7 - 1 instance (event dated 15th July 2024 - 3 forms)

S e-Form MGT-15 - 1 instance (event dated 30th December 2024)

S e-Form AOC-XBRL -1 instance (event dated 30th December 2024)

S e-Form MGT-7 - 1 instance (event dated 30th December 2024)

Management Remark

Pursuant to the NCLT Approved Resolution Plan the new board of Directors was appointed on 17 ^th
May 2024. However, since the company was not in operation since 2011, various post CIRP
transitional challenges delay in operationalizing certain statutory functions due to which the
company could not hold the EGM/AGM within the prescribed period. The allotment and reduction
of shares is being done by board of Director vide their meeting held on 15^th July, 2024, However
the corporate actions of the same is being carried out by and approved by the CDSL/NSDL in the
month of November, 2024.

However the appointment of Mr. Manoj Agarwal, Ms Pragya Agarwal, Mr Lalit Kumar and Mr
Rajveer Singh was approved in the Annual General meeting of the company held on 30th
December, 2024.

However the appointment of Mr Manoj Agarwal as Managing Director was approved in the Annual
General Meeting of the company held on 30th December, 2024.

Due to a various change in the management and non-availability of Financial Statements for the
previous years of the Company, this has impacted company ability to appoint an auditor in a timely
manner resultant into delayed filling of Annual/Quarter financial results

The Board of Directors being appointed on 17.05.2024 was responsible for the prospective
quarters/ yearly compliances.

The shareholding pattern for June24, quarter had filed delayed.

Due to a change in the management and non-availability of Financial Statements for the previous
years of the Company and other post CIRP transitional challenges, which has impacted our ability
to provide Related party transaction for the half year ended 30th September, 2024.

M/s S.N. Nanda & Co., were appointed as statutory Auditors of the Company by Resolution
Professional during CIRP, however statutory Auditors resigned via an email dated 31^st July, 2024.
Company has appointed M/s Rajat Associates for FY 2011-2012 to 2020-2021 and M/s M.B. Gupta
& Co., from FY 2021-2022 to 2025-2026 on 15^th October 2024.

During the period under review the status of Company was Active Non-Complaint which was
subsequently changes to Active Complaint in the month of November, 2024 causing delayed form
filling of necessary forms. Further, delay of other forms was unintentional.

COST RECORDS

During the financial year under review, the requirement of maintaining Cost Records under Section
148 of the Companies Act, 2013 are not applicable on the Company.

NOMINATION & REMUNERATION POLICY

Post the Acquisition, based on the recommendations of the NRC, the Board has approved and
adopted a revised Remuneration Policy for Directors, Key Managerial Personnel and all other
employees of the Company (“Remuneration Policy”).

As part of this policy, the Company will strive to achieve alignment between pay and long-term
sustainable performance. The Remuneration Policy is available on the website of the Company and
can be accessed via. https://www.harigcrankshafts.com/investors.html.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year under review the Company was not covered under the provisions of
Section 135 of the Companies Act, 2013 related to Corporate Social Responsibility.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year under review, as stipulated
under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in
a separate section, forms part of this Annual Report and marked as Annexure-I.

INTERNAL CONTROLS AND ITS ADEQUACY

The Audit Committee defines the scope and area of Internal Audit and periodically reviews the
Internal Audit Plans and Internal Audit Reports.

During the Financial Year, Internal Audit was regularly carried out and no material weakness was
observed. There are adequate Internal Financial controls with reference to the financial systems.
Those are periodically reviewed by the Management, Board and Committees thereof.

The Company has designed and implemented an internal financial controls system, taking into
account the key components of various critical processes, both physical and operational. This
system includes design, implementation, maintenance, and periodic internal reviews to ensure
operational effectiveness and sustainability. These controls ensure the orderly and efficient
conduct of business, adherence to company policies, safeguarding of assets, prevention of errors,
accuracy and completeness of accounting records, and timely preparation of reliable financial
information. The internal financial controls related to the financial statements are adequate and
operating effectively.

The Audit Committee of the Board regularly reviews the adequacy and effectiveness of these
internal controls, providing recommendations for improvements as needed.

The Company believes that these systems provide reasonable assurance that the Company's
internal financial controls are adequate and are operating effectively as intended.

RISK MANAGEMENT

The Company is under process of developing a robust risk management framework, which identifies
and evaluates business risks and opportunities and protect the interest of the shareholders and
stakeholders. In the meantime, any major risks identified by the various functions are documented
along with appropriate mitigating controls on a regular basis.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The detailed statement about Vigil Mechanism is provided in Corporate Governance Report which
forms an integral part of this Annual Report.

The Whistle Blower Policy is available on the website of the Company at
www.harigcrankshafts.com/investors.html.

DETAILS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186

During the financial year under review, the Company has not advanced any Loan, Guarantee or made
any Investment covered under the provisions of Section 186 of the Act during the financial year.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025 is available on the Company's website
and can be accessed at www.harigcrankshafts.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, the Company has no transaction with related parties which
is required to be reported under Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2)
of the Companies (Accounts) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information with regard to Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable to the company.

PARTICULARS OF EMPLOYEES

The disclosure related to remuneration of directors and employees as required u/s 197(12) of the
Companies Act, 2013 read with Rule 5(1) & 5(2)/(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and marked as
Annexure- II.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance forms part of the Annual Report as required under Listing
Regulations.

Compliance Certificate from Practicing Company Secretaries regarding Compliance of Conditions
of Corporate Governance Annexed with this Directors' Report and marked as Annexure-III

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

Save as otherwise provided in this report there were no significant material orders other than
Orders mentioned in this Report which would impact the going concern status of the Company and
its future operations were passed by the Regulators/ Courts/ Tribunals.

DIRECTORS RESPONSIBILITY STATEMENT

The Reconstituted Board of Directors acknowledges the responsibility for ensuring compliance
with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 and
provisions of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and in
preparation of annual accounts for the financial year ended 31^st March, 2025 and state that:

• in the preparation of the annual accounts for the year ended March 31, 2025, the applicable
accounting standards have been followed and there are no material departures from the same.

• the Directors have selected such accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at March 31, 2025 and of the profit and loss of the
Company for the year ended on that date.

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

• the annual accounts of the Company on a going concern basis.

• the Directors have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively.

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

STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Post CIRP, the Company has complied with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has in place a Policy on
Prevention of Sexual Harassment at the Workplace in line with the provisions of the said Act. An
Internal Complaints Committee has been set up to address the complaints received regarding
Sexual Harassment. The policy and the Internal Complaints Committees announced to all staff and is
available with HR Department. Training/awareness programmes are conducted throughout the
year.

SECRETARIAL STANDARDS

Post CIRP, the Company has complied with the applicable Secretarial Standards as issued by the
Institute of Company Secretaries of India (ICSI).

LISTING

The Equity Shares of your Company are listed on the BSE Limited (BSE).

During the financial year under review the trading/dealing in securities of the Company was
suspended by the Stock Exchange for violation of SEBI & Stock Exchange Regulation. After the
closure of financial year Exchange has issued notice dated 1 July 2025 informing Revocation of
Suspension in trading of Equity Shares of the Company, further exchange issued notice dated 2 July
2025 informing trading members that trade in securities is allowed w.e.f July 8, 2025.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH
ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, the Statutory Auditors and Secretarial Auditors of the Company
have not reported any frauds to the Audit Committee or to the Board of Directors as prescribed under
Section 143(12) of the Companies Act, 2013 and rules made thereunder.

STATEMENT ON MATERNITY BENEFIT ACT

During the period under review, company has complied with the provisions of the Maternity
Benefit Act. Post CIRP, Company has put necessary internal systems and HR Policies. The Company
also ensures that no discrimination is made in recruitment or service conditions on the grounds of
maternity.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as
there were no transactions/events happened on these items during the year under review:

• Issue of equity shares with differential voting rights or sweat equity or stock options.

• Fraud reporting by the auditors.

• Difference between amount of the valuation done at the time of one-time settlement and the
valuation done while taking loan from the Banks or Financial Institutions along with the
reasons thereof.

ACKNOWLEDGMENT

Your Directors express their gratitude for the help, guidance and support received from the
Lenders, Committee of Creditors and Monitoring professional as well as the statutory authorities.
Your Directors and employees look forward to the future with confidence and stand committed
towards creating a mutually 'rewarding future for all stakeholders.

FOR AND ON BEHALF OF THE
BOARD OF DIRECTORS

Sd/-

Place : Noida Manoj Agarwal

Date: 01.09.2025 Chairman & Managing Director

DIN:00093633