SHARE CAPITAL

Your Company's Equity Share Capital as on March 31,2025 was as follows:

SUMMARY

During the year under review, Standalone Revenue from
operations of the Company was ' 2,17,365 lakhs as
compared to ' 2,26,691 lakhs for FY 2023-24. The Company
has achieved Export Sales of ' 76,921 lakhs as against
' 74,922 lakhs for the last year.

Likewise, Consolidated Revenue from operations of the
Company was ' 2,38,703 lakhs as compared to ' 2,52,858
lakhs for FY 2023-24. On Consolidated basis, The Company
has achieved Export Sales of ' 86,533 lakhs as against '
86,288 lakhs for the last year

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act,
2013, Regulation 33 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), and applicable Accounting Standards, the
Audited Consolidated Financial Statements of the Company
for the FY 2024-25, together with the Auditors' Report, form
part of this Annual Report.

TRANSFER TO RESERVES

Your Company has transferred ' 1573.15 lakhs to the
General Reserve (Previous Year ' 1418.83 lakhs).

DIVIDEND

During the year, the Company has declared and paid an
Interim Dividend of ' 1/- (@ 10%) each per share (of ' 10/-
each) aggregating to ' 912.70 lakhs.

The Dividend payout is in accordance with the Dividend
Distribution Policy which is available on the website of the
Company.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Listing Regulations, the
top 1000 listed companies shall formulate a Dividend
Distribution Policy. Accordingly, the policy was adopted to
set out the parameters and circumstances that will be taken
into account by the Board in determining the distribution of
dividend to its shareholders and/or retaining profits earned
by the Company. A policy is available on the website of
the Company and the weblink thereto is: https://www.

Of the above subsidiaries, Pinnacle Life Science Private
Limited and Aarti Speciality Chemicals Limited are wholly
owned subsidiaries. Pinnacle Life Science Private Limited
has been classified as the material subsidiary as it fulfils
the criteria given under Regulation 16(1)(c) of the Listing
Regulations. Pursuant to Regulation 24A of the Listing
Regulations, the Secretarial Audit Report as prescribed
in Section 204 of Companies Act, 2013 for the Material
Subsidiary Company, Pinnacle Life Science Private Limited
for financial year ended March 31, 2025 is annexed as
"Annexure -D2" and forms an integral part of this Report.

The Company has attached along with its financial
statements, a separate statement containing the salient
features of the financial statements of the said subsidiaries
in "Form AOC-1" which is annexed as "Annexure - A" and
forms an integral part of this Report.

During the year under review, the Board of Directors
reviewed the affairs of the subsidiaries. Also in conformity
with Section 134 of the Companies Act, 2013 and Rule
8(1) of the Companies (Accounts) Rules, 2014, Note 37 of
Consolidated Financial Statement covers the highlights of
performance of subsidiaries and their contribution to the
overall performance of the Company during the year.

The Company does not have any Associate Company or
Joint Venture within the meaning of Section 2(6) of the

Companies Act, 2013. A policy on material subsidiaries
has been formulated and is available on the website of
the Company at the weblink https://www.aartidrugs.co.in/
policies-and-related%20documents/

STATE OF AFFAIRS

The state of your Company's affairs is given in the
Management Discussion and Analysis, which forms part of
this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPS)

In accordance with the prevailing provisions of the Section
149 of the Companies Act, 2013 read with Regulation 17
of the Listing Regulations, as amended from time to time,
as on March 31, 2025, the Board of Directors, comprises
Twelve Directors (with Five Executive Directors, One Non¬
Executive Director and Six Non-Executive Independent
Directors including One Woman Independent Director). The
Chairman of the Board is an Executive Director. The Board
has highly qualified members and having varied experience
in their respective fields.

There were no changes in the composition of the Board of
Directors and KMPs during the year under review.

Pursuant to the recommendation of the Nomination and
Remuneration Committee (NRC), Shri Hasmukh B. Dedhia

(DIN: 07510925), Shri Ajit E. Venugopalan (DIN: 09439069)
and Shri Sandeep M. Joshi (DIN: 00516409) have been
appointed as an Independent Directors of the Company for
the period of 3 years with effect from March 29, 2024. The
Approval of the Shareholders of the Company was sought
through the Postal Ballot. The members approved the
postal ballot resolution on June 15, 2024.

At the 39^th Annual General Meeting held on
September 20, 2024, the members approved the
re-appointment of following Directors;

• Shri Ankit V. Paleja (DIN: 06975564) as an Independent
Director for the second term of five years w.e.f
October 13, 2024

• Shri Bhaskar N. Thorat (DIN: 01293824) as an
Independent Director for the second term of five years
w.e.f May 09, 2025

• Smt. Neha R. Gada (DIN: 01642373) as an Independent
Director for the second term of three years w.e.f
May 09, 2025

In accordance with the provisions of Section 152
of Companies Act, 2013, Shri Harshit Manilal Savla
(DIN: 00005340) Executive Director of the Company
is liable to retire by rotation at the ensuing Annual
General Meeting and, being eligible, offers himself
for re-appointment. The Board recommends his re¬
appointment for consideration of the Members.

Pursuant to Regulation 36(3) of the Listing Regulations
read with Secretarial Standard-2 on General Meetings,
the brief profile of the Director to be re-appointed is
made available, as an Annexure to the Notice of the
Annual General Meeting.

Pursuant to the provisions of Regulation 34(3) read
with Schedule V to the Listing Regulations, the
Company has obtained a Certificate from CS Sunil
M. Dedhia (COP No. 2031), of Sunil M. Dedhia & Co.
Company Secretary in Practice and the Secretarial
Auditor of the Company, certifying that none of the
Directors of the Company have been debarred or
disqualified from being appointed or continuing as
Directors of companies by the Securities and Exchange
Board of India or by the Ministry of Corporate Affairs
or by any such statutory authority. The said Certificate
is annexed to the Corporate Governance Report of the
Company for the FY 2024-25.

KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in the
Key Managerial Personnel of the Company.

INDEPENDENT DIRECTORS

In accordance with Section 149(7) of the Companies Act,
2013, all Independent Directors have given declarations that
they meet the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the Listing Regulations. In terms of Regulation
25(8) of the Listing Regulations, they have confirmed that
they are not aware of any circumstance or situation which
exists or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with an
objective independent judgement and without any external
influence. The Board of Directors of the Company has taken
on record the declaration and confirmation submitted by the
Independent Directors after due assessment of the veracity
of the same.

In the opinion of the Board of Directors, the Independent
Directors fulfil the conditions specified in Companies Act,
2013 read with the Schedules and Rules issued thereunder
as well as Listing Regulations and are independent from
Management and hold the highest degree of integrity and
are individuals who are experts in their respective fields
with enormous experience. The terms and conditions of
appointment of the Independent Directors are placed on
the website of the Company at the weblink: https://www.
aartidrugs.co.in/independent-directors/

All the Independent Directors have complied with the Code
for Independent Directors prescribed in Schedule IV to the
Companies Act, 2013.

All the Independent Directors of the Company have enrolled
their names in the 'Independent Directors Data Bank'
maintained by Indian Institute of Corporate Affairs ("IICA").

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

The Company has a Familiarisation programme for its
Independent Director which is imparted at the time of
appointment of an Independent Director on Board as
well as on annual basis. During the year, the Independent
Directors of the Company were familiarised and the details
of familiarisation programmes imparted to them are placed
on the website of the Company and the weblink thereto is:
https://www.aartidrugs.co.in/independent-directors/

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5), your Directors, to the best of
their knowledge and belief and according to the information
and explanations obtained by them, make the following
statements in terms of Section 134(3)(c) of the Companies
Act, 2013:

a. in the preparation of the annual financial statements
for the year ended March 31, 2025, the applicable
accounting standards have been followed. There are
no material departures from the applicable accounting
standards;

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

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

d. the Directors have prepared the annual accounts on a
going concern basis;

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

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

MEETINGS OF THE BOARD

The Board of Directors met Seven (7) times during the
financial year under review. The details of the number of
meetings of the Board and its Committees held during the
FY 2024-25 and the attendance of each Director/Member at
these meetings are provided in the Corporate Governance
Report forming part of this Annual Report. The intervening
gap between the Board meetings was within the period
prescribed under the Companies Act, 2013 and the Listing
Regulations.

ANNUAL BOARD EVALUATION

The Company has a structured assessment process,
wherein the Nomination and Remuneration Committee of
the Company has laid down the criteria of performance
evaluation of the Board, its Committees and the Directors,
including the Chairman. The evaluations are carried out in a
confidential manner and each member of the Board provides
his/her feedback by rating based on various metrics.

Under the two layers evaluation process, Independent
Directors evaluate the performance of the Board of

Directors, Non-independent Directors and the Chairman
of the Company. Later the Board of Directors evaluate
performance of the Board itself, its Committees and the
Board members.

Under the fast changing regulatory regime, business
scenario and Industry trend, an annual performance
evaluation process aims to improve the effectiveness of the
Board, its Committees and the individual members.

With a specific focus on functioning of the Board, Individual
Roles & Responsibilities; the criteria of assessment includes;
Board Composition, governance procedures, managing
conflict of interest, contribution to Company's long-term
strategy, flow of information on key strategic matters,
investment / Capex, opportunities, quality of discussions at
the meeting, leadership, succession planning, adequacy of
risk management measures and overall value creation to all
the stakeholders.

Rating given by the individual member against each criteria
of assessment is kept strictly confidential and the abstract
/ summary is presented to the Independent Directors and
the Board of Directors along with the suggestions from the
members for deliberation/ discussion on improvements
wherever required.

The Board of Directors expressed their satisfaction with the
outcome of evaluation and the process followed thereof.

NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178 of the Companies Act, 2013 and
Regulation 19 of the Listing Regulations, your Company has
in place a Nomination and Remuneration Policy which lays
down a framework in relation to remuneration of Directors,
Key Managerial Personnel and Senior Management of the
Company. The policy also lays down criteria for selection
and appointment of Board Members. The said policy
has been posted on the website of the Company and the
weblink thereto is: https://www.aartidrugs.co.in/policies-
and-related-documents/

The details of this policy are given in the Corporate
Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company, directly and also through various
implementing agencies undertake community interventions
to enhance the lives of the communities. Besides our direct
involvement, we partner with numerous implementing
agencies to carry out need assessment and make impactful
interventions. Our Focus areas during the year have been;

• Cluster & Rural Development

• Education & Skill Development

• Healthcare Facilities

• Livestock Development

• Tribal Welfare

• Women Empowerment & Livelihood Opportunities

• Water Conservation & Environment sustainability

The above activities are aligned to the requirements of
Section 135 of the Act read with Schedule VII.

The detailed policy on Corporate Social Responsibility is
available on the website of the Company on the weblink
thereto is: https://www.aartidrugs.co.in/policies-and-
related%20documents/

A brief note on various CSR initiatives undertaken during
the year including the composition of the CSR Committee
is presented in this Annual report. The CSR annual report is
annexed as Annexure- B and forms an integral part of the
Report.

The details of the composition of the CSR Committee and its
term of reference are set out in the Corporate Governance
Report, which is a part of this Report.

AUDIT COMMITTEE

The Company has constituted an Audit Committee in terms
of the requirements of the Companies Act, 2013 read with
the rules made thereunder and Regulation 18 of the Listing
Reaulations.

The details of the composition of the Audit Committee,
terms of reference, meetings held and other relevant
information are provided in the Corporate Governance
Report, which forms part of this Report. During the year
there were no cases where the Board had not accepted any
recommendation of the Audit Committee.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism and
Whistle Blower Policy for its Directors and Employees in
compliance with Section 177(9) of the Act and Regulation
22 of Listing Regulations, to report concerns about
unethical behaviour, actual or suspected fraud, actual or
suspected leak of UPSI or violation of Company's Code of
Conduct. It also provides for adequate safeguards against
the victimisation of directors, employees or any other
person who avail the mechanism and allows direct access
to the chairperson of the audit committee in exceptional
cases. The said policy has been posted on the website
of the Company and the weblink thereto is: https://www.
aartidrugs.co.in/policies-and-related%20documents/

The Company affirms that no person has been denied
access to the Chairman of the Audit Committee.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and
the SEBI Listing Regulations, the Company has formulated
a Policy on Materiality of Related Party Transaction and
dealing with Related Party Transaction which is uploaded
on the Company's website at the weblink: https://www.
aartidrugs.co.in/policies-and-related%20documents/

All related party transactions that were entered into during
the FY 2024-25 were on arm's length basis and were carried
out in the ordinary course of the business. There are no
materially significant related party transactions made by
the Company with Promoters, Key Managerial Personnel or
other Designated Persons which may have potential conflict
with interest of the Company at large.

All the related party transactions are approved by the
Audit Committee. An Omnibus approval is obtained for the
transactions which are foreseen and repetitive in nature. A
statement of related party transactions is presented before
the Audit Committee on a quarterly basis, specifying the
nature, value and terms and conditions of transactions.
A report of factual findings arising out of the accepted
procedures carried out in regard to transactions with Related
Parties is given by the Statutory Auditors on quarterly basis
and the same is placed before the Audit Committee.

The details of related party transactions are provided in the
accompanying financial statements.

In terms of Regulation 23 of Listing Regulations, the
Company submits details of related party transactions on
a consolidated basis as per the specified format to stock
exchanges on half yearly basis.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
MADE WITH RELATED PARTIES

Since all related party transactions entered into by the
Company were in ordinary course of business and were on
an arm's length's basis, Form AOC-2 is not applicable to
Company.

CREDIT RATING

Below are the details of Credit Ratings as on March 31,
2025;

DEPOSITS

The Company has not accepted any deposits from the
public in terms of the Companies Act, 2013. Further, no
amount on account of principal or interest on deposits from
the public was outstanding as on the date of the Balance
Sheet. The Company does not have any deposits which are
not in compliance with the requirements of Chapter V of the
Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS AND SECURITIES

Particulars of loans given, investments made, guarantees
given and securities provided during the year under review
and as covered under the provisions of Section 186 of the
Companies Act, 2013 have been disclosed in the notes to
the standalone financial statements forming part of the
Annual Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 forms part of this Report and annexed as
Annexure - C. As per first proviso to Section 136(1) of the
Act and second proviso of Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the report and financial statements are
being sent to the members of the Company excluding the
statement of particulars of employees under Rule 5(2).
However, these are available for inspection during business
hours up to the date of the forthcoming AGM at the
registered office of the Company. Any Member interested
in obtaining a copy of the said statement may write to the
Company Secretary at the Registered Office address of the
Company.

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL
RELATIONS

Your Company recognises human resource as one of
its prime resources. Your Company enjoyed excellent
relationships with workers and staff during the year under
review and considers them their most important assets.
Your Company cares for its people, customers, suppliers,
and community at large which reflects in the Company's
policy, programs and development efforts. As on March
31, 2025, the Company had 1284 permanent employees at
its manufacturing plants and administrative office which
includes 1152 males and 132 females. Your Company is
committed to build and strengthen our human capital by
defining policies that support their growth, goals and help
them achieve excellence.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting
the financial position of the Company which have occurred
between the end of financial year of Company to which the
financial statements relate and the date of this Directors'
Report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act,
2013 read with IEPF Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 ('the Rules') all unpaid or unclaimed
dividends are required to be transferred by the Company
to the IEPF established by the Government of India, after
the completion of seven years. Further, according to the
rules, the shares on which Dividend has not been paid or
claimed by the Shareholders for seven consecutive years
or more shall be transferred to the Demat account of the
IEPF Authority. Accordingly the Company has transferred
the unclaimed and unpaid dividends and corresponding
shares as per the requirement of the IEPF Rules. The details
about the same are posted on website of the Company and
weblink thereto is: https://www.aartidrugs.co.in/unclaimed-
dividend

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of
the Companies Act, 2013, the Annual Return as on March
31, 2025 is available in prescribed format on the website of
the Company at the weblink: https://www.aartidrugs.co.in/
annual-return/

CORPORATE GOVERNANCE

Corporate Governance essentially involves balancing
the interests of a Company's stakeholders. Corporate
Governance practices of our Company are a reflection of
our values, polices and relationship with our stakeholders.
Your Company has complied with the mandatory Corporate
Governance norms as stipulated under Listing Regulations.
Report on Corporate Governance as specified under
Regulation 34(3) read with Schedule V of the Listing
Regulations is annexed hereto forming part of this report
together with certificate from the Statutory Auditor
regarding report on Corporate Governance.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report with detailed
review of operations, performance and future outlook, as
stipulated under Regulation 34 read with Schedule V to
the Listing Regulations is presented in a separate section
forming part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORTING (BRSR)

The BRSR indicates the Company's performance against
the principles of the 'National Guidelines on Responsible
Business Conduct'. This would enable the Members to
have an insight into Environmental, Social and Governance
initiatives of the Company.

BRSR for the year under review, as stipulated under
Regulation 34(2)(f) of Listing Regulations read with SEBI
Circulars, has presented in a separate section forming part
of the Annual Report.

RISK MANAGEMENT

Your Company recognises that risk is an integral and
unavoidable component of business and is committed
to managing the risk in a proactive and effective manner.
The Company aims to use risk management to take better
informed decisions and improve the probability of achieving
its strategic and operational objectives.

In compliance with Regulation 21 of Listing Regulations, your
Company has a Risk Management Committee consisting
of Shri Prakash M. Patil (Chairman), Shri Rashesh C. Gogri,
Shri Harit P. Shah, Shri Harshit M. Savla, Shri Uday M. Patil,
Shri Bhaskar N. Thorat, Shri Ankit V. Paleja, Shri Adhish P
Patil and Shri Dhanaji L. Kakade.

The Committee through its dynamic risk management
framework continuously identifies, evaluates and takes
appropriate measures to mitigate/ minimise various
elements of risks. The Risk Management Committee
meets at least 2 times in a year, to ensure that appropriate
methodologies, processes and systems are in place to
monitor and evaluate risks associated with the business
of the Company and also to monitor and oversee the
implementation of the Risk Management Policy.

COMPLIANCE MANAGEMENT SYSTEM

The Company with its sheer focus committed to achieve
100% compliance. We have adopted a third-party
managed IT-based Compliance Management System. It
has a repository of all applicable regulations and requisite
compliances. It has an in-built alert system that sends alerts
to the users and intimates concerned personnel about
upcoming compliances. The Board periodically monitors
the status of compliances with applicable laws.

SAFETY, HEALTH AND ENVIRONMENT

Your Company is committed to ensure a sound Safety,
Health and Environment (SHE) performance related to its
activities, products and services. Your Company has been

continuously taking various steps to develop and adopt
Safer Process technologies and unit operations. Your
Company is making continuous efforts for adoption of safe
& environmental friendly production processes. Monitoring
and periodic review of the designed SHE Management
System are done on a continuous basis.

STATUTORY AUDITORS & AUDITORS' REPORT

In accordance with the provisions of Section 139 of the
Companies Act, 2013, the members at the 38th Annual
General Meeting held on September 26, 2023 had approved
the appointment of Gokhale & Sathe, Chartered Accountants
(Firm Registration No. 103264W) as the Statutory Auditor
of the Company for a term of 5 years, to hold office till the
conclusion of 43rd Annual General Meeting of the Company.

There are no qualifications, reservations or adverse remarks
or disclaimer made by the Auditor in their report. The Auditor's
Report is enclosed with the financial statements forming
part of this Annual Report. The Auditors of the Company
have not reported any instances of fraud committed against
the Company by its officers or employees as specified under
Section 143(12) of the Companies Act, 2013.

COST AUDITORS & RECORDS

In terms of the Section 148 of the Companies Act, 2013
read with the Companies (Cost Record and Audit) Rules,
2014, the Company is required to maintain cost accounting
records and have them audited every year.

The Board on the recommendation of the Audit Committee
has appointed GMVP & Associates LLP , Cost Accountant
(Firm Registration No. 000910) as Cost Auditor of the
Company for FY 2025-26 under Section 148 and all other
applicable provisions of the Act. Shareholder's approval is
being sought for ratification of the Remuneration proposed
to be paid to GMVP & Associates LLP, Cost Auditor of
the Company in respect of Cost Audit for the financial
year ending March 31, 2026 as mentioned in the Notice
convening the Annual General Meeting.

The Company has maintained cost records as specified
under section 148(1) of the Act.

SECRETARIAL AUDITOR & REPORT

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and rules made thereunder, the Company had
appointed CS Sunil M. Dedhia (COP No. 2031), Proprietor
of Sunil M. Dedhia & Co., Company Secretary in Practice
to undertake the Secretarial Audit of the Company for the
financial year ending March 31, 2025.

Pursuant to provisions of Section 204(1) of the Companies
Act, 2013 and Regulation 24A of the Listing Regulations, the
Secretarial Audit Report for the Financial year ended March
31, 2025 issued by CS Sunil M. Dedhia (COP No. 2031),
of Sunil M. Dedhia & Co., Company Secretary in Practice
and the Secretarial Auditor of the Company is annexed as
Annexure-D1 and forms an integral part of this Report.
During the year under review, the Secretarial Auditor had
not reported any fraud under Section 143(12) of the Act.
There is no qualification, reservation or adverse remark or
disclaimer made by the Auditor in their report. As regards
to the observations of Secretarial Auditor in their report, the
same are self-explanatory and adequate measures have
been taken to comply with the requirements of relevant
SEBI regulations.

Further, pursuant to the provisions of Regulation 24A &
other applicable provisions of the SEBI Listing Regulations,
Section 204 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the Audit Committee and the Board of Directors at their
respective meetings held on July 18, 2025 have approved
and recommended for approval of Members, appointment
of M/s Mehta & Mehta, Practicing Company Secretaries
(Firm Registration Number: P1996MH007500) (PR No.
3686/2023) as the Secretarial Auditor of the Company for
a term of 5 (five) consecutive years, commencing from
FY 2025-26 to the FY 2029-30. They have confirmed their
eligibility and qualification required under the Act and the
Listing Regulations for holding the office, as the Secretarial
Auditor of the Company.

A detailed proposal for appointment of Secretarial auditor
is made available and forms part of the Notice of Annual
General Meeting.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has clearly laid down policies, guidelines and
procedures that form part of internal control systems, which
provide for automatic checks and balances. Your Company
has maintained a proper and adequate system of internal
controls. The Company has appointed Raman S. Shah &
Associates, Chartered Accountants as an Internal Auditor
who periodically audits the adequacy and effectiveness
of the internal controls laid down by the Management and
suggests improvements. This ensures that all Assets are
safeguarded and protected against loss from unauthorised
use or disposition and that the transactions are authorised,
recorded and reported diligently. Your Company's internal
control systems commensurate with the nature and size
of its business operations. Internal Financial Controls
are evaluated and Internal Auditors' Reports are regularly
reviewed by the Audit Committee of the Board.

Statutory Auditors Report on Internal Financial Controls as
required under Clause (i) of sub-section 3 of Section 143 of
the Companies Act, 2013 is annexed with the Independent
Auditors' Report.

SECRETARIAL STANDARDS COMPLIANCE

During the year under review, the Company has complied
with all the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and approved
by the Central Government pursuant to Section 118 of the
Companies Act, 2013.

DISCLOSURE UNDER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

Your Company is fully committed to uphold and maintain
the dignity of every woman working with the Company.
The Company has Zero tolerance towards any action
on the part of any one which may fall under the ambit of
'Sexual Harassment at workplace'. The Policy framed
by the Company in this regard provides for protection
against sexual harassment of women at workplace and for
prevention and redressal of such complaints.

The Company has complied with the provisions relating to
the constitution of Internal Complaints Committee ("ICC")
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. ICC
has been set up to redress complaints received regarding
sexual harassment.

The awareness is provided to all the employees through
Online Training. Upon joining it is mandatory for each
employee to participate and gain adequate knowledge of
all the policies and codes to ensure Governance level of the
Company.

The status of the Complaints during the FY 2024-25 is as
follows:

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

Particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo required
under Section 134(3)(m) of the Companies Act, 2013, read
with Rule 8(3) of the Companies (Accounts) Rules, 2014, as
amended from time to time, are provided in Annexure-E to
this report.

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

During the period under review, there were no significant
material orders passed by the Regulators/Courts/Tribunals
which would impact the going concern status of the
Company and its future operations.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 DURING THE FINANCIAL 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 by any Financial
and/or Operational Creditors against your Company under
the Insolvency and Bankruptcy Code, 2016 ("the Code").

Further, there is no application or proceeding pending
against your Company under the Code.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF
VALUATION AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE AT THE TIME OF

TAKING A LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the Financial Year 2024-25, the Company has not
made any settlement with its bankers for any loan/facility
availed or/and still in existence.

COMPLIANCE WITH THE PROVISIONS OF MATERNITY
BENEFITS ACT, 1961

The Company has duly complied with the provisions of
the Maternity Benefits Act, ensuring all eligible employees
receive the benefits and protections as mandated under the
Act.

ACKNOWLEDGEMENT

The Board of Directors places on record its sincere
appreciation for the dedicated services rendered by the
employees of the Company at all levels and the constructive
cooperation extended by them. Your Directors would like
to express their grateful appreciation for the assistance
and support by all Shareholders, Government Authorities,
Auditors, Financial Institutions, Customers, Employees,
Suppliers, other business associates and various other
stakeholders.

For and on behalf of the Board

Sd/-

Prakash M. Patil

Place: Mumbai Chairman, Managing Director & CEO

Date: July 18, 2025 DIN: 00005618