Your Directors hereby present the 35^th (Thirty Fifth) Annual Report covering the operational and financial performance of your
company together with the Audited Financial Statements for the financial year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS & PERFORMANCE:

The financial figures for the year under review are given below:

Previous Year figures have been re-grouped where necessary and have been re-stated as per IND-AS.

REVIEW OF OPERATIONS:

During the year under review, the Company has registered a
turnover of Rs.997.60/- Lakhs (previous year Rs. 631.66 /-Lakhs)
and Net profit after Tax of Rs.32.88 /- Lakhs (previous year Net
Profit Rs. 32.15/- Lakhs). Your Company is undertaking active
efforts towards accelerating the growth speed and is optimistic
about better performance in the future.

The Company's performance has been discussed in detail in the
“Management discussion and Analysis Report” which forms a
part of this report.

REVENUE RECOGNITION APPROACH:

During the financial year, 2024-25, the Company had earned
revenue from the business of education service providers.
The Company is primarily engaged in the education activities

which include providing support service to educational
institutions and providing software solutions for managing
the administrative tasks relating to onboarding of students to
educational institutions.

All the Transactions from which revenue earned is in the normal
course of business with terms and conditions that are generally
prevalent in the industry segments that the Company operates
in.

We ensure strict adhere to the principle of recognizing revenue
based on fair transaction price, computed on arm's length basis.
This not only reflects our commitment to transparency but also
helps establish trust with our stakeholders.

Furthermore, I would like to highlight the significance of our
revenue recognition methodology being comparable to the
market price. This demonstrates our dedication to conducting
business in an ethical and fair manner, aligning with industry
best practices.

FUTURE PROSPECTS AND OUTLOOK

The detailed future prospects and outlook for the Company are
outlined in the Management Discussion and Analysis report for
FY 2024-25.

DIVIDEND:

To conserve the resources for future business requirement, the
Board of Directors do not recommend payment of dividend for
the year under review.

TRANSFER TO RESERVES:

During the year under review, your Company has not made any
transfer to reserves.

SHARE CAPITAL OF THE COMPANY:

The Authorized Share Capital of your Company as of 31^st March
2025, stood at ' 18,65,00,000/- (Rupees Eighteen Crores Sixty
Five Lakhs Only) divided into 18,00,00,000 (Eighteen Crores)
equity shares of Rs. 1/- (Rupees One) each, 15,000 (Fifteen
Thousand) 14% Non- Cumulative Redeemable Preferences
Shares of Rs.100/- (Rupees One Hundred) each and 5,00,000
(Five Lakhs) 10% Cumulative Convertible preference Shares of
Rs.10/-(Rupees Ten) each ranking pari passu in all respect with
the existing shares of the company as per the Memorandum and
Articles of Association of the Company.

The paid-up share capital of your Company as on 31^st March,
2025 stood at ' 15,57,12,083 /- (Rupees Fifteen Crores Fifty
Seven Lakhs Twelve Thousand and Eight Threes Only) divided
into 15,57,12,083 /- (Rupees Fifteen Crores Fifty Seven
Lakhs Twelve Thousand and Eight Threes Only) Equity Shares
of face value of Rs. 1/- (Rupees One Only) and 9,000 (Nine
thousand only) 14% Non-cumulative Redeemable Preference
shares of the face value of ' 100/- (Rupee One Hundred only)
each.

The Board of Directors, in their meeting held on 14^th June 2024,
approved the allotment of 6,81,24,036 (Six Crores Eighty-One
Lakhs Twenty-Four Thousand and Thirty-Six) fully paid-up
equity shares of face value Rs. 1.00/- (Rupee One only) each
at an issue price of Rs. 1.00/- per share, to the eligible equity
shareholders by way of Rights Issue.

Subsequently to the said allotment, the issued, subscribed, and
paid-up equity share capital of the Company stands increased
from Rs.8,75,88,047/- (Rupees Eight Crore Seventy Five
Lakhs Eighty Eight Thousand and Forty Seven only) divided
into 8,75,88,047 (Eight Crore Seventy Five Lakhs Eighty Eight
Thousand and Forty Seven only) equity shares of the face value
of ' 1/- (Rupees One Only) to Rs.15,57,12,083 /- (Rupees Fifteen
Crores Fifty Seven Lakhs Twelve Thousand and Eight Threes
Only) divided into 15,57,12,083 /- (Rupees Fifteen Crores
Fifty Seven Lakhs Twelve Thousand and Eight Threes Only)
Equity Shares of face value of Rs. 1.00/- (Rupees One Only) and
9,000 (Nine thousand only) 14% Non-cumulative Redeemable
Preference shares of the face value of ' 100/- (Rupee One
Hundred only) each.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of business during the
financial year under review.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted
any deposits within the meaning of Sections 73 and 76 of
the Companies Act, 2013 (“the Act”) read with Companies
(Acceptance of Deposits) Rules, 2014.

COPY OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on 31^stMarch, 2025 is available on
the Company's website at https://dsjkeeplearning.com/.

HOLDING, SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE
COMPANIES:

The Company does not have any Holding, Subsidiary, Joint
Venture or Associate Company as on 31^st March, 2025. Also no
Company ceased to be a Subsidiary, Joint Venture or Associate
during the year under review. Hence, the requirement of
reporting the highlights of performance of subsidiaries,
associates and joint venture companies and their contribution
to the overall performance of the Company during the period
under review does not arise.

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

As on 31^st March 2025, the Company has Nine Directors
comprising of three Executive Directors and Six are Non¬
Executive Directors out of which five are Independent Directors.
There are two women directors.

In accordance with the provisions of Section 152 of the Act read
with rules made there under and the Articles of Association of
the Company, Mr. Sanjay Padode (DIN: 00338514) and Mrs.
Kalpana Padode (DIN: 02390915) retires by rotation at the
forthcoming Annual General Meeting of the Company and
being eligible, offered themselves for re-appointment. The
Board, based on the recommendation of the Nomination and
Remuneration Committee recommends their re-appointment
for the consideration of the Members of the Company at this
Annual General Meeting.

On the recommendation of the Nomination and Remuneration
Committee, The Board of Directors, at its meeting held on 13^th
December 2024, appointed Mr. Prashant Goyal, Mrs. Sridevi
Putcha, and Mr. Rakesh Mediratta as an Additional Director
in the capacity of Independent Directors of the Company for
a term of five (5) consecutive years, commencing from 13^th
December 2024.

During the year ended 31^st March 2025, Mr. Prashant Goyal
(DIN: 01119657) ceased to be an Independent Director of
the Company with effect from the close of business hours
on 17^th March 2025, due to his other preoccupations and
professional commitments. The Board places on record
its sincere appreciation for the valuable contributions and
guidance rendered by Mr. Prashant Goyal during his tenure as
an Independent Director of the Company.

Further after the closure of financial year 31^st March 2025, Mr.
Rakesh Mediratta (DIN: 10865517) and Mrs. Sridevi Putcha
(DIN: 10860983) ceased to be an Independent Directors of
the Company w.e.f. the end of close of business hours on 14^th
April, 2025, due to their other preoccupations and professional
commitments. The Board places on record its appreciation of
both directors for their services toward the Company.

Further after the closure of financial year 31^st March 2025, Mr.
Anurup Doshi (DIN: 10235591) ceased to be an Whole Time
Director and Chief Operating Officer (COO) of the Company
w.e.f. the end of close of business hours on 21^st April, 2025, due
to his other preoccupations and professional commitments. The
Board places on record its appreciation of Mr. Anurup Doshi for
their services toward the Company.

On the recommendation of the Nomination and Remuneration
Committee, The Board of Directors, at its meeting held on 26^th
March 2025, appointed Mr. Raju Poojari (DIN: 11001717) as
an Additional Director in the capacity of Independent Directors
of the Company for a term of five (5) consecutive years,
commencing from 27^th March 2025 and and the same was
approved by the Shareholders through Postal Ballot Process,
and results of which were declared on 27^th June, 2025.

After the closure of financial year, Based on the recommendation
of the Nomination and Remuneration Committee, The Board of
Directors, at its meeting held on 21^st May 2025, appointed Mrs.
Sasmita Giri (DIN: 11098304) as an Additional Director in the

capacity of Independent Directors of the Company for a term
of five (5) consecutive years, commencing from 22^nd May 2025
and and the same was approved by the Shareholders through
Postal Ballot Process, and results of which were declared on
27^th June, 2025.

Subsequent to the closure of the financial year, the appointments
of Mr. Raju Poojari (DIN: 11001717) and Mrs. Sasmita Giri
(DIN: 11098304) as Additional Independent Directors were
regularized by the shareholders through a special resolution
passed via postal ballot on 25^th June, 2025. The results of the
postal ballot were declared on June 26^th June, 2025.

During the year under review, Mr. Shrikant Chilveri, resigned
from the designation of Chief Financial Officer and Key
Managerial Personnel (KMP) of the Company from his office
from closure of business hours on 11^th October,2024 on his
personal grounds.

Based on the recommendation of the Nomination and
Remuneration Committee and the Audit Committee of the
Board, Mr. Rahul Regoti, was appointed by the Board of
Directors at its meeting held on 14^th November, 2024 as the
Chief Financial Officer and KMP of the Company, w.e.f. 14^th
November, 2024. however, he resigned from his office with
effect from closure of business hours on 03^rd March, 2025 on
his personal grounds.

Based on the recommendation of the Nomination and
Remuneration Committee and the Audit Committee of the
Board, Mrs. Nidhi Mishra, was appointed by the Board of
Directors at its meeting held on 26^th March, 2025 as the Chief
Financial Officer and KMP of the Company, w.e.f. 27^th March,
2025.

Based on the recommendation of the Nomination and
Remuneration Committee and the approval of the members at
the 33^rd Annual General Meeting, the Board of Directors has
re-appointed Mr. Sanjay Padode as the Chairman and Managing
Director of the Company for a further term of five (5) years,
with effect from 30^th August, 2024, to 29^th August, 2029. The
details of his re-appointment were duly disclosed in the 33^rd
Annual Report for FY 2023-24.

Based on the recommendation of the Nomination and
Remuneration Committee and the approval of the members at
the 33^rd Annual General Meeting, the Board of Directors has
re-appointed Mr. Pranav Padode as the Whole Time Director
and Chief Executive Officer of the Company for a further term
of three (3) years, with effect from 05^th December, 2023, to 04^th
December, 2026. The details of his re-appointment were duly
disclosed in the 33^rd Annual Report for FY 2023-24.

Following directors also seek appointment / reappointment
at the ensuing Annual General Meeting, in respect of whom
Notices under Section 160 have been received by your Company
and their appointment / reappointment are recommended by
the Board:

• Re-appointment of Mr. Sameer Paddalwar (DIN: 02664589)
as an Independent Director

Change in designation:

Mr. Sanjay Padode (DIN: 00338514) was redesignated as
Chairman and Executive Director w.e.f. 04th October, 2025 for
remaining period of his appointment subject to the approval of
the members.

Mr. Pranav Padode (DIN: 08658387) was redesignated as
Managing Director and CEO of the Company w.e.f. 04th October,
2025 for the remaining period of his appointment subject to the
approval of the members.

Necessary Resolution(s) along with disclosure(s) / further
information(s) in respect of the aforesaid directors seeking
appointment / re-appointment at the ensuing Annual General
Meeting have been given in the Notice convening the 35^th AGM
of your Company.

The Company has received a declaration from all the
Independent Directors of the Company confirming that they
meet the criteria of independence as prescribed under Section
149(6) of the Act, 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.
The Independent Directors of the Company have undertaken
requisite steps towards the inclusion of their names in the data
bank of Independent Directors maintained with the Indian
Institute of Corporate Affairs in terms of Section 150 of the Act
and rules framed thereunder.

All Directors and senior management personnel have confirmed
compliance with the Code of Conduct for Directors and Senior
Management personnel.

The relevant details of the Directors, and their attendance at
Board and Committee meetings are given in the Corporate
Governance Report attached herewith.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Act, the
Board of Directors state that:

a. in the preparation of the annual accounts for the financial
year ended 31^st March, 2025, the applicable accounting
standards have been followed along with proper
explanation relating to material departures, if any;

b. they have 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
the financial year 31^st March, 2025 and of the profit of the
Company for that period;

c. they 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;

d. they have prepared the annual accounts for the year ended
31^st March, 2025 on a going concern basis;

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

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

BOARD COMMITTEES:

The Board has constituted various committees consisting of
Executive and Non-Executive Directors of the Company to
ensure good corporate governance and in compliance with the
requirements of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
As on 31^st March 2025, the Board has four committees, viz.

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders' Relationship Committee;

iv. Right issue Committee

Details of all the Committees along with their composition,
terms of reference and other details are provided in the report
on Corporate Governance.

NUMBER OF MEETINGS OF THE BOARD & COMMITTEES:

The details of the number of meetings of the Board and Board
Committees held during the financial year 2024-25 forms part
of the Corporate Governance Report.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD, ITS
COMMITTEES AND OF INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Act and Regulation 17(10) of
the Listing Regulations, a formal annual evaluation needs to
be made by the Board of its own performance and that of its
Committees and Individual director.

Schedule IV to the Act, states that the performance evaluation
of the independent directors shall be done by the entire Board
of Directors, excluding the director being evaluated. The Board
works with the Nomination and Remuneration Committee to
lay down the evaluation criteria.

As stipulated by the Code of Independent Directors under
Schedule IV of the Companies Act, 2013 and Regulation
25(3) of the Listing Regulations, a separate meeting of the
Independent Directors of the Company was held on 26 ^th
March, 2025, to review the performance of Non-Independent
Directors (including the Chairman) and the Board as whole

and to ensure that system devised for checking the flow
of information between the Board and the Management is
operating effectively and vice versa. They have expressed their
satisfaction and complimented the good process followed by
the Company, including conduct of Board Meetings and quality
of Minutes.

The Board has carried out evaluation of its own performance,
the directors individually as well as the working of its Audit
Committee, Nomination & Remuneration Committee and
Stakeholders' Relationship Committee of the Company. The
Board has devised questionnaire to evaluate the performances
of each of Executive, Non-Executive and Independent Directors.
Such questions are prepared considering the business of the
Company and the expectations that the Board have from each
of the Directors. The evaluation framework for assessing the
performance of Directors comprises of the following key areas:

i. Attendance at Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of
Company and its performance;

iv. Providing perspectives and feedback going beyond
information provided by the management.

During the financial year under review, performance of non¬
independent directors, the Board as a whole and the Chairman
was evaluated in a separate meeting of Independent Directors.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Act, the Company has
adopted Vigil mechanism / Whistle Blower Policy to deal with
instance of fraud and mismanagement, if any.

The Company had established a mechanism for directors and
employees to report concerns about unethical behavior, actual
or suspected fraud, or violation of our Code of Conduct and
Ethics. The mechanism also provides for adequate safeguards
against victimization of directors and employees who avail
of the mechanism and also provide for direct access to the
Chairman of the Audit Committee in the exceptional cases.

The functioning of the Vigil Mechanism is reviewed by the
Audit Committee from time to time. None of the Directors or
employees have been denied access to the Audit Committee of
the Board.

The objective of this mechanism is to maintain a redressal
system that can process all complaints concerning questionable
accounting practices, internal controls, or fraudulent reporting
of financial information.

We affirm that during the financial year 2024-25, no employee
or director was denied access to the Audit Committee. The Vigil
Mechanism Policy is available on the website of the Company
at https://dsjkeeplearning.com/governance/

PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

Pursuant to Section 197 of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, details of ratio of remuneration of each
director to the median employee's remuneration are appended
to this report as “Annexure I”.

Further, the information as required under the provisions of
Section 197 of the Act read with Rule 5(2) and of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is appended to this report as “Annexure I”.

During the year under review, no employee was in receipt
of remuneration exceeding the limits as prescribed under
provisions of Section 197 of the Act and Rules 5(2) and 5(3)
of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

RISK MANAGEMENT:

The Company has laid down a well-defined Risk Management
Policy covering the risk mapping, risk analysis, trend analysis,
risk exposure, potential impact and risk mitigation process.
A detailed exercise is being carried out to identify, evaluate,
manage and monitor both business and non-business risks.
The Board periodically reviews the risks and suggests steps to
be taken to control and mitigate the same through a properly
defined framework.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES:

All the related party transactions transacted during the year
under review were in the ordinary course of business and were
on arm's length basis and the same are reported in the Notes to
the Financial Statements. Accordingly, the disclosure pertaining
to Related Party Transactions as required under Section 134(3)
of the Act in Form AOC-2 is not applicable. Suitable disclosure
required under the Accounting Standard (Ind AS 24) have been
made in the notes to the Financial Statement.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not granted any loans, provided guarantees, or
made any investments covered under the provisions of Section
186 of the Companies Act, 2013 during the financial year.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY
THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES:

The provisions of Corporate Social Responsibility under Section
135 of the Act and rules made thereunder are not applicable
to the Company. Therefore, the Company has not developed
and implemented any policy on Corporate Social Responsibility
initiatives.

STATUTORY AUDITORS:

As per the provisions of Section 139 of the Act read with the
Companies (Audit and Auditors) Rules, 2014, M/s. Jayesh
Dadia & Associates LLP, Chartered Accountants, Mumbai, (Firm
Registration No.: 121142W/W100122) were appointed as
Statutory Auditors of the Company at the 32^nd Annual General
Meeting of the Company held on 30^th September, 2022 for a
term of 5 (five) consecutive years i.e. upto the conclusion of 37^th
Annual General Meeting to be held in the year 2027.

AUDITORS’ REPORT:

There were no adverse remarks or qualifications made by
the auditors of the Company in their report on the financial
statements of the Company for the financial year under review
except one of the adverse remark given by the auditor in the
CARO report which is as follow:

AUDITORS REMARK:

There were no undisputed statutory dues as mentioned above
in arrears as at 31^st March, 2025 for a period of more than 6
months from the date they became payable except the following:

MANAGEMENT REPLY:

The Company is in the process of applying for registration
and accordingly will make the payment and do the necessary
compliances in due course of time.

DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:

Pursuant to Section 143(12) of the Act, during the year under
review there were no frauds reported by the Auditors of the
Company to the Audit Committee or the Board of Directors.
Hence, there is nothing to report under Section 134(3)(ca) of
the Act.

SECRETARIAL AUDITORS:

As per requirement of the Companies Act, 2013 and Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Company had appointed Alok Khairwar &
Associates Company Secretaries as the Secretarial Auditor for
financial year 2024-25, whose Secretarial Audit Report in Form
MR-3 is attached separately to this Report.

Pursuant to the provisions of Section 204 of the Act, read with
Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, the Secretarial Audit Report received
from M/s. Alok Khairwar & Associates, Company Secretaries is
appended as “Annexure - II” and forms part of this report.

In respect of the Secretarial Auditors' remarks in their report,
the Directors would like to state as under:

a) The Company has not redeemed its preference shares, the
statutory time limit for redemption is overdue.

Reply: In past, Our Company had issued preference shares
to DSJ Finance Corporation Limited. Pursuant to section
55 of the Companies Act, 2013 and other applicable
provisions of the Companies Act, 2013 the Company ought
to have redeemed the preference share of the Company
but such preference shares have not been redeemed due
to reason that DSJ Finance Corporation Limited is under
liquidation since 1998 and hence the legal formalities for
redemption of preference shares could not be taken and
processed till date.

b) The Company has State Bank of India charge registered at
ROC website but the satisfaction of charges not done.

Reply: In past, our Company had availed certain financing
facilities from certain financial institutions. Such financing
facilities were secured by way of hypothecation of movable
assets/ mortgage of certain immovable properties. As per
the applicable provisions of applicable law, our Company
had filed the forms for creation of charge and such financing
facilities have been paid in full. However, the Ministry of
Corporate Affairs portal (“MCA”) reflects charges in the
name of the Company. The date of Satisfaction of Charges
has not been updated on MCA portal. Our Company had
not filed forms relating to satisfaction of charge. Our
Company had made attempts to take necessary step to
rectify the records. With respect to SBI Charges which
are reflected on the MCA website. Further, SBI Charge
reflected on MCA website is very old and the Company
has no records in relation to the no dues certificate,
Company is in the process to obtain no dues certificates
from the respective SBI bank. The Company has filed
the satisfaction of charges of other bank in the Financial
Year 2024-25 and currently only SBI charge is showing
outstanding in the records of the company. The Company
is actively in the process of obtaining the requisite No Dues
Certificate from the concerned SBI branch to enable filing
of the satisfaction of charge and updating the MCA records
accordingly.

c) The Company is not compliant to the requirement of
100% Promoter and Promoter group in dematerialized
form as per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Reply: In accordance with SEBI Circular dated November
30, 2015, 100% of promoters and promoter group

shareholding must be in dematerialised form. However,
equity shares appearing in the name of DSJ Finance
Corporation Limited, (“DSJ Finance”) one of the entity
falling under the Promoter Group, are in physical form
and are not dematerialized since DSJ Finance is under
liquidation since 1998. Due to the liquidation proceedings
DSJ Finance Corporation Limited management is in control
of the liquidator and hence the process of dematerialization
has not happened in term of SEBI Circular dated November
30, 2015. Due to the liquidation proceedings DSJ Finance
Corporation Limited management is in control of the
liquidator and hence the process of dematerialization has
not happened in term of SEBI Circular dated November 30,
2015.

d) Shareholder approval is not obtained within the prescribed
timeline for the appointment of Directors.

Reply: The directors appointed on 13th December
2024 were required to be regularized within three
months. However, the directors were resigned from the
close of business hours on 14th April, 2025 hence their
appointments were not placed before the shareholders for
approval.

In line with the newly introduced requirements under
the Listing Regulations, the Board has recommended the
appointment of M/s. Alok Khairwar and Associates as
the Secretarial Auditor of the Company for conducting
Secretarial Audit for a period of five consecutive years,
commencing from 2025-26 to 2029-30, for approval of
the Shareholders in forthcoming Annual General Meeting
of the Company.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Act read
with Companies (Accounts) Rules, 2014, the Company has
re-appointed Mr. Amit B. Agarwal & Associates, Chartered
Accountants, Mumbai as Internal Auditor of the Company in
the meeting of the Board of Directors held on 26^th August 2024
from financial year 2024-25 and financial year 2025-26.

The Internal Auditor monitors and evaluates the efficacy
and adequacy of internal control system in the Company, its
compliances with operating systems, accounting procedures
and policies and report the same to the Audit Committee on
quarterly basis.

Based on the report of internal auditors, the management
undertakes corrective action in their respective areas and
thereby strengthens the controls.

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO
THE FINANCIAL STATEMENTS:

The Company has in place an adequate Internal Financial Control
System. The Board evaluates the efficiency and adequacy of

financial control system in the Company, its compliance with
operating systems, accounting procedures at all levels and
strives to maintain the Standard in Internal Financial Control.

LISTING OF SECURITIES:

The Company's shares are listed on BSE Limited (BSE) and
National Stock Exchange of India Limited (NSE). The Company
hereby confirms that the Company has made the payment
of Annual Listing Fees for the financial year ended as on 31^st
March, 2025 to BSE Limited and National Stock Exchange of
India Limited.

MATERIAL CHANGES AND COMMITMENT, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE
DATE OF THE REPORT:

No material changes and commitment, affecting the financial
positions of the Company occurred between the end of the F.Y
2024-25 to which this financial statement relates and the date
of this report.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Regulations 34(3) read with Schedule V of the SEBI
(Listing Obligation and Disclosure Requirement) Regulation,
2015, the following have been made a part of the Annual
Report.

• Management Discussion and Analysis;

• Report on Corporate Governance;

• Declaration on Compliance with Code of Conduct;

• Auditors' Certificate regarding compliance of conditions of
Corporate Governance.

BUSINESS RESPONSIBILITY REPORT:

The provisions in terms of Regulation 34(2)(f) of the Listing
Regulations regarding Business Responsibility Report (“BRR”) of
the Company are not applicable to the your Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE:

There was no order passed by any regulator or court or tribunal,
which impacts the going concern status of the Company or will
have bearing on company's operations in future.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF
WOMEN AT WORKPLACE (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 in line with the

provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules
thereunder the Company has formulated a Policy on prevention
of Sexual Harassment in accordance with the provisions of
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made
thereunder which is aimed at providing every woman at the
workplace a safe, secure and dignified work environment.

The Company has Complaint Redressal Committee for providing
a redressal mechanism pertaining to sexual harassment of
women employees at workplace. The Management has initiated
a review of the Company's committee structures, and we are
in the process of revising the membership to align with the
company's evolving needs and objectives.

The Company has complied with the applicable provisions of
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made
thereunder, including constitution of the Sexual Harassment
Committee i.e. Internal Complaints Committee.

No. of complaints filed during Financial Year 2024-25 : NIL

No. of complaints disposed off during Financial Year 2024-25
:NA

No. of complaints pending as on 31^st March, 2025 : NA

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

Pursuant to the provisions of Section 134 (3) (m) of the Act, read
with Rule 8 of the Companies (Accounts) Rules, 2014 details
regarding Conservation of Energy, Technology absorption,
Foreign exchange earnings and outgo are as under:

A) Conservation of Energy:

a. Steps taken or impact on the conservation of energy
- The Operations of the Company do not consume
energy intensively. However, the Company continues
to implement prudent practices for saving electricity
and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate
sources of energy - Though the activities undertaken
by the Company are not energy intensive, the
Company shall explore alternative sources of energy,
as and when the necessity arises.

c. The capital investment on energy conservation
equipment - Nil

B) Technology absorption, adaption and innovation:

a. The efforts made toward technology absorption - The
Company continues to take prudential measures in
respect of technology absorption, adaptation and take
steps to use the scarce resources effectively.

b. The benefits derived like product improvement
cost reduction, product development, or import
substitution - Not Applicable.

c. In case of imported technology (imported during the
last three years reckoned from the beginning of the
financial year) - Not Applicable.

d. The expenditure incurred on Research and
Development - Not Applicable.

C) Foreign Exchange Earnings and Outgo:

The Particulars of Foreign Exchange Earning and Outgo for

the year under review are as follow:

For and on behalf of the Board of Directors

Place : Mumbai Sanjay Padode Pranav Padode

Date: 29^th August, 2025 Chairman & Managing Director Whole-time Director and CEO

DIN:00338514 DIN:08658387