Your Directors are pleased to present the 40th Annual Report on the operations of your Company together along with Annual
Audited Financial Statements for the year ended March 31, 2025. The financial highlights of the Company for FY 2024-25
are given below:

FINANCIAL RESULTS

The highlights of the standalone & consolidated financial results of your Company along with previous year's figures are as under:
Standalone

Consolidated

The Financial Statements have been prepared in accordance
with the Indian Accounting Standards (IND AS) notified under
the Companies (Indian Accounting Standards) Rules, 2015 (as
amended from time to time).

OVERVIEW AND STATE OF COMPANY'S AFFAIRS

During the year under review, the total Sales of your Company
were INR 15726.32 Lacs as against INR 16019.85 Lacs for the
previous year. The Net Profit for the year was INR 144.90 Lacs
as compared to Net Profit INR 132.06 Lacs during previous year.

The sales for the FY25 is declined by 1.83% as compared to the
previous FY24. The Revenue CAGR of Calcom over the last 5
years is 27.13%.

The EBITDA %age has increased by 35.62 % as compared to
the previous FY24.

During the year under review, there has been no change in the
nature of business of the Company.

Detailed information on the operations of the business of the
Company are covered in the Management Discussion and
Analysis Report, which forms part of the Annual Report.

SHARE CAPITAL

During the year under review, the Company allotted 104320
Equity Shares of H 10/- each pursuant to exercise of Employee
Stock Options by eligible employees under Calcom Vision
Employees Stock Option Plan-2018 ("ESOP PLAN") and
3,98,087 through conversion of warrants into Equity Shares of
H 10/- each through.

Consequently, the Paid up, Issued and Subscribed Share
Capital of your Company was increased from H 13,45,64,700 at
the beginning of the FY to H 13,95,88,770 at the end of the FY.

Further, during the period under review, your Company has
not bought back any of its securities / has not issued any
Sweat Equity Shares / has not issued any Bonus Shares/ has

not issued shares with Differential Voting rights and there has
been no change in the voting rights of the shareholders.

EMPLOYEE STOCK OPTION PLAN

The Company implemented the Employees Stock Option
Scheme ("ESOP Scheme") in accordance with the SEBI (Share
Based Employee Benefits) Regulations, 2014, read with
Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB
Regulations") as a measure to reward and motivate employees
as also to attract and retain talent.

The objective of the ESOPs is to boost employee motivation
and foster a sense of ownership by allowing employees to
participate, directly or indirectly, in the long-term growth
and success of the Company. Additionally, ESOPs serve as an
effective retention tool by encouraging employees to remain
engaged as active stakeholders in the business.

Disclosures on details of options granted, shares allotted
upon exercise, etc. as required under the Securities and
Exchange Board of India (Share Based Employee Benefits and
sweat equity) Regulations, 2021 are set out in Annexure X
to this Report.

Further, details of options granted and exercised are included
in the notes to accounts forming part of financial statement.

The Secretarial Auditor of your Company, M/s Deepak Seth &
Associates, Practicing Company Secretary, COP No. 22775 have
certified that the Employee Stock Option Plan of the Company
has been implemented in accordance with the applicable SEBI
Regulations and the resolution passed by the Members in this
regard. An Annual Compliance certificate (Annexure XI) to this

effect shall also be placed before the members at the ensuing
Annual General Meeting.

DIVIDEND

The Company has not declared any dividend during the
Financial Year 2024-25.

TRANSFER TO RESERVES

Details with regard to amount transferred to reserves are
provided in the Notes to Financial Statements forming part of
this Annual Report.

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company was not
required to transfer any funds to Investor Education and
Protection Fund (IEPF).

DEPOSITS

During the year under review, your Company has not accepted
any deposits from the public under Section 73 and 76 of the
Act and rules made thereunder.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year ended March 31, 2025, the Company
has not given any loans, provided any guarantees / securities
that are covered under the provisions of Section 186 of the Act.

The Company made investments in share capital of other Body
Corporates that are covered under the provisions of Section
186 of the Act as given below:

The investments made is within the limits specified under
Section 186(2) and are approved by the Board of Directors and
the particulars of loans, guarantees and investments as per
Section 186 of the Act by the Company have been disclosed in
the financial statements.

RELATED PARTY TRANSACTIONS

As per the requirements of the Act and SEBI Listing Regulations,
your Company has formulated a Policy on Related Party
Transactions which is also available on the Company's Website
http://www.calcomindia.com/.

All related party transactions are placed before the Audit
Committee for its approval, as per applicable provisions of law.
Prior omnibus approval of the Audit Committee is obtained
as per SEBI Listing Regulations for the transactions which are
foreseen and are repetitive in nature.

There were no materially significant transactions with related
parties (i.e. transactions exceeding Rupees one thousand crore
or 10% of the annual consolidated turnover, whichever is lower)
during the year as per the last audited financial statements.

The disclosure of transactions entered into with related parties
pursuant to the provisions of Section 188(1) of the Companies

Act, 2013 and Rule 8(2) of the Companies (Accounts), Rules
2014 in Form AOC-2 is enclosed in Annexure-II.

For details on Related Party Transactions, you may refer Notes
to financial statements forming part of the Annual Report.

MATERIAL CHANGES AFFECTING FINANCIAL POSITION

There have been no material changes and commitments
affecting the financial position of the Company which have

occurred between the end of the Financial Year of your
Company to which the Financial Statements relate and the
date of Board Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
WHO WERE APPOINTED/RE-APPOINTED OR HAVE
RESIGNED DURING THE YEAR

During the year under review, the following changes in the
Board composition/Key Managerial Personnel have taken place:

*The Board in its Meeting held on February 14, 2025 approved the change in designation of Mr. Debasish Mukherjee from Chief Operating Officer to Chief Executive
Officer with effect from April 01, 2025.

*Mr. Ashok Kumar Sinha (DIN: 08812305), Non-Executive Independent Director, ceased to be a Director of the Company upon completion of his five-year tenure as
on the date of this Report.

Apart from the above, there were no other appointment and
resignations of directors and/or Key Managerial Personnel
of the Company.

KEY MANAGERIAL PERSONNEL ("KMPs")

Pursuant to the provisions of Section 203 of the Act, as
on March 31, 2025, Mr. Sushil Kumar Malik -Chairman &
Managing Director, Mr. Abhishek Malik- Whole-time Director,
Mr. Pramod Kumar - Chief Financial Officer and Ms. Rakhi
Sharma - Company Secretary & Compliance Officer are the
Key Managerial Personnel ("KMP") of the Company, pursuant
to the provisions of the Companies Act, 2013.

The Board in its Meeting held on 14th February, 2025 approved
the promotion of Mr. Debasish Mukherjee from Chief
Operating Officer ("COO") to Chief Executive Officer ("CEO")
w.e.f. 01st April, 2025.

There was no other change in the KMPs of the Company during
the period under review.

DIRECTORS LIABLE TO RETIRE BY ROTATION

Pursuant to the Section 152(6) of the Act read with Articles
of Association of your Company, Mr. Abhishek Malik (DIN:
00085220) retires by rotation in the ensuing AGM and being
eligible offers himself for reappointment as per Section
152(6) of the Act.

STATEMENT OF DECLARATION BY INDEPENDENT
DIRECTORS

In terms of Section 149(6) of the Act and Regulation 16(1)(b)
& 25 of SEBI Regulations, the following five Non- Executive
Directors were categorized as Independent Directors of the
Company as on March 31, 2025:

a) Mr. Sunder Hemrajani (DIN: 01935048)

b) Mr. Ashok Kumar Sinha (DIN: 08812305)

c) Mrs. Parvathy Venkatesh (DIN: 00414603)

d) Mr. Lajpat Rai Gupta (DIN: 06554633)

e) Mr. Naresh Kumar Jain (DIN: 01281538)

The Company has received requisite declaration of
independence from all the above-mentioned Independent
Directors in terms of the Act and SEBI Regulations, confirming
that they continue to meet the criteria of independence.
Further, in pursuance of Rule 6 of the Companies (Appointment
and Qualifications of Directors) Rules, 2014, all Independent
Directors of the Company have confirmed their registration
with the Indian Institute of Corporate Affairs (IICA) database.

BOARD OF DIRECTORS, ITS COMMITTEES AND
MEETINGS THEREOF

As of the date of this report, the Board of Directors of the
Company comprises of 6 (Six) members with 2 (Two) Executive
Directors and 4 (Four) Non-Executive Directors and all
are Independent .

Mr. Sushil Kumar Malik (DIN: 00085715), Chairman & Managing
Director and Mr. Abhishek Malik (DIN: 00085220), Whole-time
Director of the Company are Executive Directors.

Mr. Sunder Hemrajani (DIN: 01935048) Non-executive
Independent Director, Mrs. Parvathy Venkatesh (DIN:
00414603) Non-executive Independent Director, Mr. Naresh
Kumar Jain (DIN: 01281538) Non-executive Independent
Director, and Mr. Lajpat Rai Gupta (DIN: 06554633) Non¬
executive Independent Director.

* Mr. Ashok Kumar Sinha (DIN: 08812305), Non-Executive Independent Director,
ceased to be a Director of the Company upon completion of his five-year tenure
as on the date of this Report.

Further, in terms of Section 152(6) of the Act and the Articles
of Association of the Company, Mr. Abhishek Malik (DIN:
00085220), Whole Time Director of the Company, is liable to
retire by rotation at the ensuing Annual General Meeting. Mr.
Abhishek Malik being eligible offers himself for re-appointment
at the ensuing Annual General Meeting.

COMMITTEES

The Company has the following committees which have
been established as a part of the best corporate governance
practices and are in compliance with the requirements of the
relevant provisions of applicable laws and statutes. A detailed
note on the same is provided under the Corporate Governance
Report forming part of this Annual Report.

1. Audit Committee

The Audit Committee met 5 (five) times during the
financial year 2024-25, viz. on 30th May, 2024, 14th
August, 2024, 14th November, 2024, 26th December,
2024 and 14th February, 2025. The Committee, as on
March 31, 2025, comprised of Mrs. Parvathy Venkatesh

(Chairperson - Independent Director), Mr. Sunder
Hemrajani (Independent Director), Mr. Ashok Kumar
Sinha (Independent Director) and Mr. Naresh Kumar Jain
(Independent Director).

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee met 4
(four) times during the financial year 2024-25, viz. on
30th May, 2024, 14th August, 2024, 14th November,

2024 and 14th February, 2025. The Committee, as on
March 31, 2025, comprised of Mr. Sunder Hemrajani
(Chairman - Independent Director), Mr. Ashok
Kumar Sinha (Independent Director), Mrs. Parvathy
Venkatesh (Independent Director), Mr. Lajpat Rai Gupta
(Independent Director) and Mr. Sushil Kumar Malik
(Chairman & Managing Director).

3. Stakeholders' Relationship Committee:

The Committee met once during the financial year
2024-25, viz. on February 14, 2025. The Committee,
as on March 31, 2025 comprised of Mr. Ashok Kumar
Sinha (Chairperson - Independent Director), Mr. Sunder
Hemrajani (Independent Director) and Mr. Sushil Kumar
Malik (Chairman & Managing Director).

4. Corporate Social Responsibility Committee:

The Committee met once during the financial year 2024¬
25, viz. on May 30, 2024. The Committee, as on March 31,

2025 comprised of Mr. Sushil Kumar Malik (Chairman),
Mr. Abhishek Malik and Mrs. Parvathy Venkatesh
(Independent Director).

5. Independent Directors' meeting:

The Board of Directors of the Company comprised of
five Independent Directors as on March 31, 2025 viz. Mr.
Sunder Hemrajani, Mrs. Parvathy Venkatesh, Mr. Ashok
Kumar Sinha, Mr. Naresh Kumar Jain and Mr. Lajpat Rai
Gupta. The Independent Directors had a separate meeting
on February 14, 2025 which was chaired by Mr. Naresh
Kumar Jain. The meeting was conducted to evaluate the:

(a) Performance of non-independent Directors and the
Board as a whole;

(b) Performance of the Chairperson of the Company,
taking into account the views of Executive Directors
and Non-Executive Directors; and

(c) Quality, content and timeliness of the flow of
information between the Company management
and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

FAMILIARIZATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI Listing
Regulations, your Company has put in place a familiarization
programme for the Independent Directors to familiarize them
with their roles, rights and responsibility as Directors, working

of the Company, nature of the industry in which the Company
operates, business model etc The details of the familiarization
programme are explained in the Corporate Governance Report.

The company has also formulated a policy for Familiarization
Programme for the Independent Directors which is available
on Company's website at https://calcomindia.com/download/
familiarization-programme-for-independent-directors/

PERFORMANCE EVALUATION OF THE BOARD

In accordance with the requirements of the Companies Act,
2013 and the SEBI Listing Regulations, the Company has
conducted a formal annual evaluation of the performance of
the Board, its Committees, and individual Directors, including
the Chairman, for the financial year 2024 - 25.

The evaluation process was carried out by obtaining structured
feedback from all Directors through a confidential online
survey conducted via Diligent, a secured electronic platform
used by the Company to interface with its Directors.

Additionally, Directors were given the option to provide their
feedback through physical mode, if preferred. The outcome
of the evaluation process was reviewed and discussed
at the meetings of the Nomination and Remuneration
Committee, the Independent Directors' Committee, and
subsequently by the Board.

The evaluation reaffirmed that the Board, its Committees,
the Chairman, and each Director individually continued
to demonstrate strong commitment to principles of good
governance. The process also highlighted their active
contribution towards enhancing processes, upholding
transparency, and driving the sustained growth of
the organization.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a vigil mechanism through
which directors, employees and business associates may
report unethical behaviour, malpractices, wrongful conduct,
fraud, violation of Company's code of conduct, leak or
suspected leak of unpublished price sensitive information
without fear of reprisal.

The directors, employees, business associates have direct
access to the Chairman of the Audit committee. The details
of vigil mechanism have been shared in the "Corporate
Governance Report".

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year
under review as stipulated under SEBI Listing Regulations with
the Stock Exchanges in India is presented in a separate section
forming part of this Annual Report.

RISK MANAGEMENT POLICY

The Company has formulated a risk management policy
and has in place a mechanism to inform the Board about

risk assessment and minimisation procedures along with
a periodical review to ensure that executive management
controls risk by means of a properly designed framework.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has been committed to social development
since inception, well before CSR became mandatory under
the Companies Act, 2013. Our CSR Policy aligns with
national development priorities with a focus on measurable
community impact.

The Calcom Institute of Management Development & Training
("CIMDT"), our not-for-profit arm registered under the Indian
Trusts Act, 1882, implements all CSR programmes. Projects
are selected and executed under the close oversight of the
CSR Committee, with rigorous monitoring, periodic reviews,
and on-ground execution by a dedicated CSR team to achieve
defined goals and targets.

The Annual Report on CSR Activities, prepared in accordance
with Section 134(3)(o) of the Companies Act, 2013 read with
Rule 8 of the Companies (Corporate Social Responsibility)
Rules, 2014, forms part of this Board's Report as Annexure XII.

ADEQUACY OF INTERNAL CONTROL SYSTEM AND
COMPLIANCE WITH LAWS

Your Company has in place an adequate internal control system
that is commensurate with the size, nature, and complexity of
its operations. These controls are designed to ensure accurate
and timely recording of transactions, safeguard assets, prevent
and detect frauds, and ensure compliance with applicable laws
and internal policies.

SAP continues to serve as the backbone of operational
and financial control, with function-based user access and
periodic reviews enabled through the Governance, Risk and
Compliance (GRC) module. Key business processes such as
procurement, credit control, customer/vendor management,
and e-invoicing are embedded with system-driven controls to
enhance accuracy and transparency.

Ongoing IT enablement and automation further support
real-time monitoring and exception management. The Audit
Committee is updated quarterly on key control matters
and provides its observations and recommendations for
continuous improvement.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of
the Act, the Annual Return for the financial year 2024-25, is
placed on the Company's website at https://calcomindia.com/
investor-relations/annual-return.

AUDITORS & AUDITORS' REPORT

Statutory Auditors- M/s Suresh Chandra & Associates (Firm
registration number: 001359N) were re-appointed as Statutory
Auditors of your Company at the 38th Annual General Meeting
held on 30th September, 2023, for a term of five consecutive

years, who shall hold office from the conclusion of the 38th
Annual General Meeting till the conclusion of the 43rd Annual
General Meeting.

The Independent Auditors Report given by the Auditors on the
financial statement of your Company forms part of this Annual
Report. There has been no qualification, reservation, adverse
remark or disclaimer given by the Auditors in their Report.

Secretarial Auditors- Pursuant to the provisions of Section 204
of the Act and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board of Directors
of your Company at its meeting held on August 14, 2024 had
appointed M/s Deepak Seth & Associates, Practicing Company
Secretaries to undertake the Secretarial Audit of the Company
for the Financial Year 2024-25.

The Secretarial Audit Report is annexed herewith as Annexure III

The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.

Your Company complies with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India and notified by the Ministry of Corporate Affairs.

Cost Auditors- In terms of the Section 148 of the Act read
with Companies (Cost Records and Audit) Rules, 2014, your
Company is required to maintain cost accounting records and
get them audited every year from Cost Auditor and accordingly
such accounts and records are maintained by your Company.

The Board of Directors appointed M/s Neeraj Sharma & Co.,
Cost Accountants, as Cost Auditors to audit the cost accounts
of your Company for the Financial Year 2024-25 at its meeting
held on August 14, 2024. The Cost Audit Report for the FY
2024-25 will be filed by the Company with the Ministry of
Corporate Affairs, in due course.

Internal Auditors- Mr. Ashutosh Dubey, who was appointed as
the Internal Auditor of the Company in the Board Meeting held
on August 14, 2024, ceased to hold office during the year due
to his involvement in a fraudulent act against the Company.

Pursuant to the provisions of Section 138 of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014, the
Board of Directors, at its meeting held on December 26, 2024,
appointed Mr. Rahul Bhakuni, Chartered Accountant, as the
Internal Auditor of the Company.

The Company follows a robust Internal Audit process and
audits are conducted on a regular basis, throughout the year.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES

Your Company as on 31st March, 2025 has an Associate
Company named Calcom Taehwa Techno Private Limited.
Calcom Taehwa Techno Private Limited is a Joint venture of
your Company wherein 50% of the shareholding is held by your
Company and remaining 50% of the shareholding is held by
Taehwa Enterprises India Limited. It is engaged in the business
of manufacturing of Brush Less Direct Current ("BLDC") Fans.

Besides that, Your Company has a Wholly Owned Subsidiary
named Calcom Kadapa Private Limited and has incorporated a
Subsidiary Company on January 17, 2025 named Calcom Astra
Private Limited wherein 70% of the shareholding is held by
your company and remaining 30% of the shareholding is held
by Mr. Rajat Behal, Director of Calcom Astra Private Limited.

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

As required under section 134(3)(m) of the Companies Act,

2013, read with Rule 8 of the Companies (Accounts) Rules,

2014, the relevant data pertaining to conservation of energy,
technology absorption and foreign exchange earnings
and outgo is given in the prescribed format as Annexure I
to this Report.

HUMAN RESOURCES

We differentiate ourselves through our people-centric
approach and inculcate a culture of transparency, inclusion,
collaboration and excellence, our policies and practices are
aimed at providing a conducive work environment to meet
the aspirations of our people, while ensuring their safety
and well-being.

As at March 31, 2025 the total number of employees working
with the company stood at 1200. Your Company is committed
and continuously putting efforts to strengthen its workforce to
meet the company's strategic objectives.

1. Health and safety

We have always strived to maintain the health and safety
of our employees and workers, making it an utmost
priority for the organisation. We have undertaken several
initiatives to prevent and reduce injuries at our plants,
and ensuring safety for all.

2. Raising safety awareness

Targeted safety placards, posters and signboards are
placed at strategic locations, to raise awareness and to
reinforce that safety is everyone's responsibility.

3. Talent development, engagement and retention

Your Company strongly believes that continuous learning
and development are key to nurturing talent and building
a future-ready workforce. Accordingly, regular training
programs are conducted to enhance the functional,
behavioural, and technical skills of our employees. These
sessions are delivered in close collaboration with in-house
experts and also include knowledge-sharing on emerging
technologies and industry trends.

We maintain active engagement with our employees, with
a strong focus on their overall well-being, satisfaction,
and long-term retention.

Since 2019, your Company has been granting Employee
Stock Options (ESOPs) under a structured Wealth Creation
Plan. This initiative aims to foster a sense of ownership

among employees, aligning their individual growth with
the Company's long-term vision and success.

4. Diversity and inclusion

Your Company is committed to fostering a diverse,
inclusive, and equitable workplace. Calcom Vision Limited
is an equal opportunity employer and follows gender-
neutral remuneration policies, ensuring that the ratio of
basic salary and remuneration for women to men stands
at 1:1. All employees are evaluated solely on the basis of
their qualifications, skills, and performance, with no bias
or discrimination.

We continue to attract and retain young talent through
youth-centric policies, a transparent work culture, and
ongoing engagement with the leadership team. These
efforts help in creating an environment where every
individual feels valued, supported, and empowered to
contribute meaningfully.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 134(3)
(q) and Section 197(12) of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, regarding employees is
given in Annexure IV.

Disclosures under Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act 2013 Read with Rules

Your Company is committed to maintaining a safe, respectful,
and harassment-free workplace for all women employees. We
strive to foster a work environment that upholds dignity and
equality, free from any form of discrimination or harassment,
including sexual harassment.

To this end, your Company has adopted a zero-tolerance policy
towards sexual harassment at the workplace. A comprehensive
policy is in place, aligned with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed thereunder.

The policy outlines clear procedures for prevention,
identification, and redressal of complaints and is regularly
communicated to employees to ensure awareness
and compliance.

The following is a summary of sexual harassment complaints
received and disposed of during the year:

a. No. of complaints received: 0

b. No. of complaints disposed of: NA
c No. of complaints pending: 0

The Company also conducted POSH (Prevention of Sexual
Harassment) training programs at regular intervals for its
employees and staff. These sessions played a vital role in
raising awareness, reinforcing the Company's commitment to a
respectful workplace, and fostering a culture of mutual respect
and cooperation across the organization.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with
the provisions of Secretarial Standards issued by the Institute
of Company Secretaries of India ("ICSI") in consultation with
Central Government which are mandatory to be complied with
by the Company.

LISTING

The equity shares of your Company are listed on BSE Ltd. Your
Company has paid the Listing fee for Equity Shares to the BSE
for F.Y. 2024-25 and F.Y. 2025-26.

CODE OF CONDUCT

In Compliance with the Listing Regulations and Companies Act,
2013, the Company has framed and adopted a Code of Conduct
and Ethics ("the Code"). The Code is applicable to the members
of the Board, the executive officers and all employees of the
Company. The Code is available on the website, at http://www.
calcomindia.com

All members of the Board, the executive officers and senior
officers have affirmed compliance to the Code as on March 31,
2025. The confirmation from the CEO & MD of the Company
regarding compliance with the Code of Conduct by all the
Directors and Senior Management is annexed as Annexure VII
and forms part of this Report.

PREVENTION OF INSIDER TRADING

Pursuant to the requirements of the SEBI (Prohibition of Insider
Trading) Regulations, 2015 as amended, the Company has
adopted a Code of Conduct to Regulate, Monitor, and Report
Trading by Insiders for the prevention of insider trading, which
is applicable to all the Directors, Promoters, Key Managerial
Personnel and designated employees/persons.

CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has
been fundamental to the business of the Company since its
inception. As per Regulation 34(3) read with Schedule V of
the SEBI Listing Regulations, a separate section on corporate
governance practices followed by the Company, together with
the following declarations/certifications forms an integral part
of this Corporate Governance Reporting:

a. A declaration signed by Mr. Sushil Kumar Malik, Chairman
and Managing Director, stating that the members of
board of directors and senior management personnel
have affirmed compliance with the Company's Code of
Business Conduct and Ethics;

b. A compliance certificate from the Company's Secretarial
Auditor confirming compliance with the conditions of
Corporate Governance;

c. A certificate of Non-Disqualification of Directors from the
Secretarial Auditor of the Company; and

d. A certificate of the CFO & CEO of the Company, confirming
the correctness of the financial statements and cash flow
statements, adequacy of the internal control measures
and reporting of matters to the Audit Committee.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the
directors would like to state that:

i) In the preparation of the annual accounts, the applicable
Indian accounting standards (Ind AS) have been followed.

ii) The directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that were 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 or loss of
the Company for the year under review.

iii) The directors 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.

iv) The directors have prepared the annual accounts on a
going concern basis.

v) 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.

vi) The directors had devised proper system to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

REPORTING OF FRAUD

During the year under review, the Statutory Auditors of the
Company, pursuant to the provisions of Section 143 of the
Companies Act, 2013, reported an instance of fraud involving
an amount of H 2,31,51,412 (Rupees Two Crores Thirty-One
Lakhs Fifty-One Thousand Four Hundred Twelve). The fraud
was committed by a former employee who held the position
of Manager - Accounts & Finance cum Internal Auditor, by

siphoning off funds into bank accounts held by himself and his
family members.

Upon discovery, the Company promptly initiated all necessary
legal and procedural actions in accordance with applicable
laws. To further investigate the matter and strengthen internal
controls, the Company appointed M/s Shanti Prashad & Co.
(FRN: 019923N) as Forensic Auditor. As of the date of this
Report, the Company has successfully recovered H 42,53,969
from the misappropriated amount.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

No significant material orders have been passed by the
Regulators or Courts or Tribunals which would impact the
going concern status of the Company and its future operations.

Also, there had been no application filed for Corporate
Insolvency Resolution Process under "The Insolvency and
Bankruptcy Code, 2016", by a Financial or operational creditor
or by your Company itself during the period under review.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION BETWEEN THE END
OF FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments,
which affect the financial position of the company, that have
occurred between the end of the financial year to which the
financial statement relates and the date of report.

ACKNOWLEDGEMENT

Your Directors places on record its sincere appreciation
for the dedication, commitment, and contributions of the
management and employees of the Company, whose efforts
have been instrumental in driving the Company's growth and
performance during the year.

The Board also extends its gratitude for the continued
support and cooperation received from the Central and
State Government authorities, Financial Institutions, Banks,
Shareholders, and other business associates, all of whom have
played a vital role in the Company's success.

For and on Behalf of the Board of Director

S.K. MALIK

Place: Greater Noida Chairman & Managing Director

Date: August 12, 2025 DIN: 00085715