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<dhhead-DIRECTOR'S REPORT</dhhead-

To,

The Members,

AMBASSADOR INTRA HOLDINGS LIMITED

Your directors have pleasure in presenting their Forty-third Annual Report of the company along with audited accounts for the year ended on 31^st March, 2025. During the year the company earned a net profit of Rs.16.48 Lakhs. We hope that we will be able to achieve better results in the next financial year.

1. FINANCIAL PERFORMANCE AT A GLANCE

The company has made a Net Profit of 116.48 Lakhs for the Financial Year ended on 31^st March, 2025.

Sr. No. Particulars	2024 - 25 (Amount in Lakh)	2023 - 24 (Amount in Lakh)
01 Sales	-	-
02 Other Income	64.19	16.04
03 Profit before exceptional, extraordinary items and Taxation.	22.37	3.56
04 Extraordinary items	-	-
05 Profit Before Tax	22.37	3.56
06 Current tax	5.89	0.49
07 Deferred tax	-	-
08 Net Profit /Loss (After I. Tax)	16.48	3.19

2. OPERATIONAL PERFORMANCE

During the year under review, total profit of the Company for the year ended on 31^st March, 2025 stood at Rs.16.48 lakhs, as compared to ^ 3.19 lakhs in the previous year. This represents an approximate increase of 417%. The significant increase in profit was primarily driven by other income during the financial year.

During the financial year 2024-25 the Company has transferred Rs.16.48 Lakhs to Reserves and Surplus.

During the financial year 2024-25, there was no change in the nature of business of the Company.

Your directors does not recommend payment of any Dividend for the Financial year ended on 31^s* March, 2025, in order to conserve the resources of the Company, The Company will retain the earning for use in the future operations & Projects and strive to increase the net worth of stakeholders of the Company.

The provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was no dividend and paid in last year.

There are no material changes in the Company during the period for the Financial Year 2024- 25

No material orders were passed by any court, tribunal, or other authority during the period under review.

The Company has built adequate internal control systems towards achieving efficiency and effectiveness in operations, optimum utilization of resources, cost reduction and effective monitoring thereof as well as compliance with all applicable laws.

The internal control mechanisms comprise a well-defined organization structure, documented policy guidelines, pre-determined authority levels and processes commensurate with size and capacity of the organization, faster decision making and fixing the level of responsibility.

The senior management members meet frequently and undertake extensive checks and report to management. The Board reviews the internal reports and periodically reviews the adequacy of internal controls.

The Company does not have any Holding Company.

During the year under review, there was no holding / Subsidiary Company / Joint Ventures/Associate Companies.

This Clause is not applicable to the company.

The Company has complied with the definition of Independence according to the provisions of Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also obtained declarations from all the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Independent Directors have provided declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rules, 2014 made there-underand, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet and also on the date of this Report.

A. AUTHORIZED SHARE CAPITAL

During the year under review, there has been no change in authorized share capital of the Company.

During the year under review, the Authorized share capital of the company was ^15,00,00,000 divided in to 1,50,00,000 Equity Shares of UO/- each.

As on the end of the financial year i.e. 31^st March, 2025, the authorized share capital of the Company was H5,00,00,000 Divided by the 1,50,00,000 Equity Share of Rs.10/- each.

B. PAID-UP SHARE CAPITAL

During the year under review, there has been no change in paid-up share capital of the Company.

During the year under review, the paid-up share capital of the company was ^2,09,08,340 divided in to 20,90,834 Equity Shares of Rs.10/- each.

As on the end of the financial year i.e. 31^st March, 2025, the paid-up share capital of the Company was Rs.2,09,08,340 Divided by the 20,90,834 Equity Share of HO/- each.

Shareholding as on 31^st March, 2025:

C. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

During the year, the company has not issued any equity shares with differential rights pursuant to Section 43 of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

D. ISSUE OF EMPLOYEE STOCK OPTIONS

During the year, the company has not issued any stock options to its employees pursuant to Section 62(l)(b) read with Rule 129(9) of the 28 Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

E. ISSUE OF SWEAT EQUITY SHARES

During the year, the company has not issued any sweat equity shares pursuant to Section 54 of the Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

F. PURCHASE OF ITS OWN SECURITIES BY THE COMPANY

During the year, the company has not purchased its own securities pursuant to Section 68 of the Companies Act, 2013 read with Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

16. AUDITORS

STATUTORY AUDITORS

M/S. MAARK & Associates. (FRN: 145153W) Chartered Accountants, as an Statutory Auditor of the Company to hold office for a one term of Five Consecutive Years beginning from the Financial year 2023-2024 till the conclusion of Financial year 2027-2028, at such remuneration as may be agreed upon between the Board of Directors and Statutory Auditors, in addition to the reimbursement of service tax and actual out of pocket expenses incurred in relation with the audit of accounts of the Company.

AUDITORS' REPORT

All observations made in the Auditors' Report and notes forming part of the Financial Statements are self-explanatory and do not call for any further comments. The Statutory Auditors have not made any qualifications or reservations in their Independent Auditors' Report.

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under section 133 of the Act. The Company has received an unmodified opinion in the Auditors' Report for the financial year 2024-25.

SECRETARIAL AUDITOR

Pursuant to the Regulation 24A & other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") read with Circulars issued

29thereunder from time to time and Section 204 and other applicable provisions of the Companies Act, 2013, if any read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("the Act"), CS JINANG DINESHKUMAR SHAH, Practicing Company Secretaries, Proprietor of M/S JINANG SHAH & ASSOCIATES be and is hereby appointed as a Secretarial Auditors of the Company for a period of 5 consecutive years, from the financial year 2025-26 to financial year 2029-2030 ('the Term'), on such terms & conditions, including remuneration as may be determined by the Board of Directors (hereinafter referred to as the 'Board' which expression shall include any Committee thereof or person(s) authorized by the Board).

In compliance with the Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely https://ambassadorintra.in/ containing information about the Company.

As provided under Section 92(3) and Section 134 (3) (a) of the Companies Act, 2013, the extract of annual return in Form MGT-9 is available on the website of the Company at https://ambassadorintra.in/

The Board of the Company has been duly constituted in accordance with the applicable provisions of the Companies Act, 2013.

There were changes in the composition of Board & KMP during the year 2024-2025.

-Rajesh Singh Thakur (DIN: 10593346) was appointed as Managing Director on 25^th April 2024,

-Dilipbhai Baldevbhai Patel (DIN: 10593381) was appointed as Whole-Time Director, and also designated as CFO (PAN: AJBPP4026F), on 25^th April 2024,

-Amrita Lalwani (PAN: APVPC6433P) was appointed as Company Secretary on 30^th May, 2024,

-Durgesh Pandey (DIN: 10458934) was appointed as Non-Executive Director on 14^th August, 2024,

-Avani Ashwinkumar Shah (DIN: 09608898) was appointed as Independent Non-Executive Director, on 14^th August, 2024.

-Juhi Sawajani (DIN: 09811893) was appointed as Independent Non-Executive Director, on 14^th August, 2024

As on 31^st March, 2025 The Board of Directors and Key Managerial Personnel consists of following members: -

SR. NO	NAME	DESIGNATION	DIN/PAN	DATE OF APPOINTMENT
1.	Avani Ashwinkumar Shah	Independent Non-executive Director	09608898	14/08/2024
2.	Juhi Sawajani	Independent Non-executive Director	09811893	14/08/2024
3.	Durgesh Pandey	Non-executive Director	10458934	30/05/2024
4.	Rajesh Singh Thakur	Managing Director	10593346	25/04/2024
5.	Dilip bhai Baldevbhai Patel	Whole Time Director	10593381	25/04/2024
6.	Dilip bhai Baldevbhai Patel	CFO	AJBPP4026F	25/04/2024
7.	Amrita Lalwani	Company Secretary	APVPC6433P	25/04/2024

As on the date of this Report, The Company has 5 (Five) Directors and 2 (Two) KMPs consisting of 2 (Two) Independent and Non- Executive Directors, 1 (One) Non- Executive Director, 1 (One) Whole time Director, 1 (One) Managing Director, 1 (One) Chief Financial Officer and 1 (One) Company Secretary.

20. DIRECTOR RETIRING BY ROTATION

Mr. Rajesh Singh Thakur (DIN: 10593346) Managing Director retiring by rotation at the ensuing Annual General Meeting. Being eligible, they offer themselves for reappointment pursuant to the provisions of Section 152 of the Companies Act, 2013.

21. MEETINGS OF BOARD OF DIRECTORS

The Company had conducted 09 (Nine) Board Meetings during financial year under review and the intervening gap between two consequent Board Meetings were not more than 120 days, as required under section 173(1) of the Companies Act, 2013.

Sr. No.	Type of Meeting	Date of Meeting
1.	Board Meeting	16.04.2024
2.	Board Meeting	25.04.2024
3.	Board Meeting	30.05.2024
4.	Board Meeting	08.07.2024
5.	Board Meeting	14.08.2024
6.	Board Meeting	29.10.2024
7.	Board Meeting	11.01.2025
8.	Board Meeting	14.02.2025
9.	Board Meeting	19.03.2025

22. MEMBER'S MEETING

The Company had conducted 02 (Two) General Meetings of the shareholders during financial year under review

Sr. No.	Type of Meeting	Date of Meeting
1.	Annual General Meeting	30.09.2024
2.	Extraordinary General Meeting	02.07.2024

23. COMMITTEE MEETING

As on 31^st March, 2025 the Board had three Committees namely, Audit Committee, Nomination and Remuneration Committee and Stakeholder's Relationship Committee. The Composition of all the Committees is in line with the requirement of the Act. During the year, all the recommendations made by the Committees were approved by the Board.

I. AUDIT COMMITTEE:

The Audit Committee comprises the following members.

SR NO.	NAME	DIN	POSITON IN COMMITTEE	NATURE OF DIRECTORSHIP
1	Ms. Avani Ashwinkumar Shah	09608898	Non-Executive and Independent Director	Chairman
2	Mr. Durgesh Pandey	10458934	Non-executive Director	Member
3	Ms. Juhi Sawajani	09811893	Non-Executive and Independent Director	Member

The terms of reference of the Audit Committee are in conformity with the provisions of Section 177 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder.

During the year under review, Four Audit Committee Meetings were held which were attended by all the members of Audit Committee

Sr. No.	Type of Meeting	Date of Meeting
1.	Meeting of Audit Committee	30.05.2024
2.	Meeting of Audit Committee	14.08.2024
3.	Meeting of Audit Committee	29.10.2024
4.	Meeting of Audit Committee	14.02.2025

II. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises the following members.

SR NO.	NAME	DIN	POSITON IN COMMITTEE	NATURE OF DIRECTORSHIP
1	Ms. Avani Ashwinkumar Shah	09608898	Non-Executive and Independent Director	Chairman
2	Mr. Durgesh Pandey	10458934	Non-executive Director	Member
3	Ms. Juhi	09811893	Non-Executive	Member
	Sawajani		and Independent Director

The terms of reference of the Nomination and Remuneration Committee are in conformity with the provisions of Section 178 of the Companies Act, 2013 and Rules made thereunder. During the year under review, two meetings of Nomination and Remuneration Committee were held, which were attended by all the members of Nomination and Remuneration Committee.

Sr. No.	Type of Meeting	Date of Meeting
1.	Meeting of Nomination and Remuneration Committee	30.05.2024
2.	Meeting of Nomination and Remuneration Committee	29.10.2024

III. STAKEHOLDER'S RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee comprises the following members:

SR NO.	NAME	DIN	positon in COMMITTEE	NATURE OF DIRECTORSHIP
1	Ms. Avani Ashwinkumar Shah	09608898	Non-Executive and Independent Director	Chairman
2	Mr. Durgesh Pandey	10458934	Non-executive Director	Member
3	Ms. Juhi Sawajani	09811893	Non-Executive and Independent Director	Member

The terms of reference of the Stakeholder's Relationship Committee are in conformity with the provisions of the Companies Act, 2013 and Rules made thereunder. During the year under review, two meetings of Stakeholder's Relationship Committee were held which were attended by all the members of Stakeholder's Relationship Committee.

Sr. No.	Type of Meeting	Date of Meeting
1.	Meeting of Stakeholder's Relationship Committee	14.08.2024
2.	Meeting of Stakeholder's Relationship Committee	14.02.2025

24. PARTICULARS OF LOANS, GAURANTEES OR INVESTMENT BY THE

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and therefore no disclosure is required to be made.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED

During the financial year 2024-25, the Company has entered into contracts and arrangements with related parties as specified under Section 188(1) read with Section 2(76) of the Companies Act, 2013. Accordingly, the disclosure of such transactions in Form AOC-2, pursuant to Section 134(3)(h) of the Act, is applicable and is provided separately, forming an integral part of this Report-Annexure-IIl

26. REMUNERATION PAID TO DIRECTORS & EMPLOYEES

A) Executive Directors:

During the financial year ended on 31st March, 2025 salary were accrued and paid. The details are as follows.

Mr. Rajesh Singh Thakur - Managing Director: Rs.0.36 Lakhs Mr. Dilipbhai Baldevbhai Patel- Whole-Time Director: Rs.0.36 Lakhs

B) Non-Executive Directors:

During the financial year ended on 31^st March, 2025 sitting fees were accrued and paid. The details are as follows:

Ms. Juhi Sawajani - Non-Executive Independent Director: Rs.0.26 Lakhs Ms. Avani Shah - Non-Executive Independent Director: Rs.0.26 Lakhs Non-executive Directors did not have any other material pecuniary relationship or transaction vis-a-vis the Company during the year except as stated above.

C) Key Managerial Personnel (KMP):

During the financial year ended on 31^st March, 2025 salary of Rs.1.29 Lakhs was paid to Ms. Amrita Lalvani, Compliance Officer of the Company.

Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

- Ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year ended on 31^st March, 2025: NIL

- The percentage increase in remuneration of each director, CFO, CEO, Company Secretary or Manager, if any, in the financial year 2024-25: NIL

- Percentage increase in median remuneration of employees in the financial year 2024-25: NIL

- The number of permanent employees on the rolls of the Company as at 31^st March, 2025: NIL

- Affirmation that the remuneration is as per the remuneration policy of the company: Pursuant to Rule 5(1) (xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that no remuneration was paid to the Directors or Key Managerial Personnel during the financial year 2024-25, other than sitting fees, and that the sitting fees were in accordance with the Remuneration Policy of the Company.

27. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITOR OR SECRETARIAL AUDITOR IN THEIR REPORT

These were no qualifications, reservations or adverse remarks made by the Statutory Auditor and of Secretarial Audit in their respective report.

28. CORPORTE SOCIAL RESPONSIBLITIES (CSR)

The Company does not meet the criteria for CSR as prescribed under section 135 and schedule VII of the Act and the rules prescribed there under. Hence, the disclosure of the details about the policy developed and implemented by the Company on CSR initiatives taken during the financial year is not applicable.

29. DIRECTOR RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of subsection (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company informed the members that:

(i) In the preparation of the annual accounts for the Financial Year ended on 31^st March, 2025 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) 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 the financial year and of the profit and loss of the company for that period,

(iii) The directors had 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;

(iv) The directors had prepared the annual accounts on a going concern basis; and

(v) 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; and

(vi) Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

30. INTERNAL FINANCIAL CONTROLS WITH REFRENCE TO THE FINANCIAL STATEMENNTS

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has in place adequate internal financial controls with reference to financial statements. The Company's internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and the same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the Company's internal control system including internal financial controls.

31. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

Your Company has been registered on SEBI SCORES Portal and makes every effort to resolve all investor complaints received through SCORES portal or otherwise within the statutory time limit from the receipt of the complaint. During the financial year 2024-25, the Company did not receive any investor complaints through the SCORES portal maintained by the Securities and Exchange Board of India (SEBI).

32. GREEN INITIATIVE

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGVI along with the Annual Report 2024-25 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report for the financial year 2024-25 will also be available on the Company's website https://ambassadorintra.in/

33. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company's shares.

The Insider Trading Policy of the Company covering the "Code of practices and procedures for Fair disclosures of unpublished price sensitive information" is available on the website https://ambassadorintra.in/

34. STRUCTURED DIGITAL DATABASE ("SDD")

Maintenance of Structured Digital Database ("SDD") has been mandatory since 1^st April, 2019 in view of the relevant provisions under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (TIT Regulations'). The Company Have Installed SDD Services. The Company regularly updates entries in this software and submitted report quarterly to stock exchanges under Regulation 3(5) & (6) of SEBI PIT Regulations.

35. INSOLVENCY AND BANKRUPTCY CODE, 2016

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year 2024-25, there was no application made and proceeding initiated pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against the Company.

As on the date of this report, there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016.

This year too, the Board of Directors went through an elaborate process of evaluating its own effectiveness. Accordingly, formal evaluation of Board's, it's Committee and Directors performance is carried out annually. This was designed to ensure, amongst other things, that the Board, its committees and each director continue to contribute effectively.

As per Section 134(3)(p) of the Act, a statement indicating the manner in which formal annual evaluation was made by the Board of their performance and that of its committees and individual directors, has to be furnished to the Members as part of the Board's Report.

As per provisions of Section 178(2) of the Act, Nomination and Remuneration Committee shall specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out. Further, the Independent Directors, as part of their mandate under Schedule IV of the Act, need to make an evaluation of performance of the Board, its committee and constituents of the Board apart from their self-evaluation. Under this process, a structured questionnaire was prepared after taking into consideration inputs received from the Directors, setting out parameters of evaluation; the questionnaire for evaluation is to be filled in, consolidated and discussed with the Chairman. The evaluation by the Independent Directors has been undertaken at the time of appointment. The Board of Directors undertook evaluation of Independent Directors at their meeting held on 24^th December, 2024 and placed on its record that the Independent Directors have the requisite qualification, expertise and track record for performing their duties as envisaged under the Law, and they add value in the decision-making process of the Board.

The criteria for evaluation of performance of Directors, the Board as a whole and the Board's Committee, as specified by Nomination and Remuneration Committee was done.

The particulars as required under the provisions of Section 134(3) (in) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

- ENERGY CONSERVATION

i. The steps taken or impact on conservation of energy- The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.

ii. The steps taken by the company for utilizing alternate sources of energy - The operations of your Company are not energy intensive.

iii. The capital investment on energy conservation equipment's- NIL

- TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION

i. The efforts made towards technology absorption -NONE.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution - NOT APPLICABLE.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year

a) The details of technology imported- NONE

b) The year of import- NOT APPLICABLE

c) Whether the technology been fully absorbed- NOT APPLICABLE

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof - NOT APPLICABLE

iv. The expenditure incurred on Research and Development -NIL

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employee's remuneration is made available at the corporate office of the Company during working hours for a period of twenty-one (21) days before the date of the meeting.

The Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the aforesaid Act, including constitution of the Internal Complaints Committee. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary' and trainees) are covered under this Policy. The Policy is gender neutral. We are pleased to inform you that no complaints pertaining to sexual harassment were received during the Financial Year 2024-25.

Risk Management is the process of identification, assessment and promotion of asks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company ensures risks are identified by the Company and its mitigation process/measures are formulated in the areas from time to time, as may be required

The Company affirms its full compliance with the provisions of the Maternity Benefit Act, 1961, demonstrating its commitment to promoting a supportive and inclusive workplace for women employees. We recognize the importance of ensuring the health,

well-being, and financial security of women during and after pregnancy, and have taken all necessary steps to uphold the rights granted under the Act.

All eligible women employees have been extended the mandated paid maternity leave in accordance with the statutory period prescribed, ensuring that they receive their full salary and benefits without interruption during their leave. In addition to salary continuity, their employment status and service tenure remained unaffected, preserving their entitlements to promotions, appraisals, and other employment-related benefits.

The Company has a 'Whistle Blower Policy'/ 'Vigil Mechanism' in place. The objective of the Vigil Mechanism is to provide the employees, Directors, customers, contractors and other stakeholders of the Company an impartial and fair avenue to raise concerns and seek their redressal, in line with the Company's commitment to the highest possible standards of ethical, moral and legal business conduct and fair dealings with all its stakeholders and constituents and its commitment to open communication channels. The Company is also committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization, for whistle blowing in good faith. The Board of Directors affirms and confirms that no personnel have been denied access to the Audit Committee. The Policy contains the provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

The Company has complied with all the applicable and effective secretarial standards issued by the Institute of Company Secretaries of India (SS-1 & SS-2) and notified by the Central Government.

No matters of actual or alleged fraud have been reported by the auditors under subsection (12) of Section 143 of the Companies Act, 2013

The Independent Directors met on 24^th December, 2024, inter-alia, to discuss the quality, quantity and timeliness of flow of information between the Company Management and the Board of Directors that is necessary' for the Board of Directors to effectively and reasonably perform their duties. Both the Independent Directors were present at the Meeting.

The Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the right information on business evolution.

The provisions of Section 148(1) of the Companies Act 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost records is not mandated for the products manufactured by the Company

During the year under review, the Company has not filed any application nor as having any pending proceedings under the Insolvency and Bankruptcy Code, 2016.

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance shall apply to listed entities that satisfy any of the following criteria:

Paid-up equity share capital of Rs.10 crore or more; or

Net worth of Rs.25 crore or more; or

Turnover of 125 crore or more (as per the latest audited financial statements).

We would like to clarify that, as per the latest audited financial statements of the Company for the financial year ended on 31^st March, 2025 our Company does not fall under any of the above thresholds. The paid-up share capital of the Company is below Rs.10 crore, and the turnover is less than 125 crore.

Accordingly, the provisions relating to Corporate Governance are not applicable to the

Company as per the above-stated regulator)' requirements. However, the Company remains committed to maintaining the highest standards of governance and transparency in all its operations.

This Clause is not applicable to the company.

In terms of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company's operations forms part of this Annual Report above referred report is being placed herewith here with at Annexure -II.

The Directors state that disclosure or reporting is required in respect of the following items as there is an events/instances/transactions occurred on these items during the year under review:

Material changes and commitments as the Company continues to maintain its strong position on the BSE platform, reflecting the sustained trust and confidence of its stakeholders and investors over the years.

a) Details relating to deposits covered under Chapter V of the Act;

b) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan w'as given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act);

c) Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future;

d) Details in respect of frauds reported by the Auditors under section 143(12) other than those which are reportable to the Central Government, as there were no such frauds reported by the Auditor.

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis describing the Company's objectives, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

We thank our customers, vendors, investors, service providers and bankers for their support during the year, without the respective contributions of which, the Company would not have been able to reach the current position. We are humble in acknowledging the participation and involvement of each one of them, and due to the existence of several such parties, your directors do not intend making any special mention of any one or few of them, but however, expect the continued co-operation and involvement with company's activities in the future as well. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, leadership, co-operation and support.

Your directors wish to thank the Government Authorities and the various Government Agencies for their support and valuable guidance provided to the Company and look forward to their continued support in the future.