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DIRECTOR'S REPORT

Aurionpro Solutions Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 5832.32 Cr. P/BV 3.63 Book Value (₹) 290.83
52 Week High/Low (₹) 1765/1006 FV/ML 10/1 P/E(X) 31.33
Bookclosure 10/02/2026 EPS (₹) 33.69 Div Yield (%) 0.38
Year End :2025-03 

The Directors of Aurionpro Solutions Limited ("your company" or "the Company" or "Aurionpro") are pleased to
present this Twenty Eighth Annual Report of the Company, together with its audited financial statements for the
year ended 31st March, 2025 ("financial year").

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The highlights of the Consolidated and Standalone Financial Statements are detailed hereunder.

The Company's financial performance for the financial year ended 31st March, 2025 as compared to the
previous financial year ended 31st March, 2024 is summarized below:

Particulars

Consolidated

Standalone

31-03-2025 I

31-03-2024

31-03-2025 ^^31-03-2024

Revenue from operations

1,17,296.71

88,747.15

79,804.04

58,249.48

Profit before Share of Profit of Associates,
Exceptional Items and Tax

22,520.93

16,877.52

10,332.20

5,131.79

Profit Before Tax

22,520.93

16,877.52

10,936.64

5,131.79

Income Tax Expense:

Current Tax

3,726.58

2,285.76

2,537.95

1,288.31

Deferred tax credit

(48.45)

299.09

(103.71)

(46.43)

Profit After Tax

18,842.80

14,292.67

8,502.40

3,889.91

Earnings Per Equity Share

Basic (In (?))

34.72

28.11

15.86

7.76

Diluted (In (?))

34.21

27.62

15.62

7.62

Key Highlights of the Consolidated Performance of the Company

? Strong performance with accelerated growth momentum across businesses

? Consolidated Revenue: E 1,17,296.71 Lakhs (grew 32% year on year)

? EBITDA & PAT for FY25 was higher by 25% & 32% respectively on a YoY basis

? Basic EPS for Q4 FY25 stood at E 34.72 and for FY24 it stood at E 28.11, which was an increase of 24% on
a YoY basis

2. MATERIAL CHANGES & COMMITMENTS

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

There was no change in company's nature of
business during the financial year 2024-25.

3. TRANSFER TO RESERVES

The profit after tax based on standalone
financials statement for the year ended
31st March, 2025, was E 8,502.40 lakhs and the
same was transferred to the Retained Earnings.

4. DIVIDEND

The Board of Directors of the Company have
recommended payment of E3 (30%) per equity
share of E 10 each fully paid-up as final dividend
for the financial year 2024-25. The final dividend,
subject to the approval of the shareholders at

the ensuing Annual General Meeting ("AGM") of
the Company, will be payable to shareholders
whose names appear in the Register of Members
as on the Book Closure/Record Date.

During the year under review, the Company
also paid an interim dividend for the financial
year 2024-25 of E 1 (10%) per equity share of E 10
each to the shareholders on 14 February 2025.
The total dividend for the financial year 2024-25,
including the proposed final dividend, amounts
to E 4 per equity share of E 10 each.

The dividend recommended is in accordance
with the Dividend Distribution Policy ("DD Policy")
of the Company. In terms of Regulation 43A of the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), the
DD policy is available on the Company's website
at
https://www.aurionpro.com/wp-content/
uploads/2024/06/Dividend Distribution Policy.
pdf

5. STATE OF COMPANY'S AFFAIRS

The Company has delivered another year
of spectacular performance. This sustained
trajectory reflects the deep trust our customers
place in us, the scale of the opportunity in the
large and expanding markets we serve, and the
strength of our differentiated, IP-led offerings.
Our businesses continue to demonstrate
strong momentum, underpinned by a robust
and growing pipeline across both our core
segments—Banking & Fintech and the Tech
Innovation Group. Both segments are growing at
a healthy pace, recording year-on-year growth
of 34% and 30%, respectively.

During the year, we added 43 new clients, a
testament to the increasing market acceptance
of our solutions. This growth was accompanied
by successful forays into newer geographies,
with notable traction in the Middle East and a
strategic expansion into Europe through the
acquisition of Fenixys. In the transit segment,
we secured major wins with marquee projects
such as Delhi Metro and Chennai Metro, and
we are actively pursuing several other large
opportunities currently in the pipeline. We are
also witnessing encouraging traction in the data
centre space, driven by increased demand for
scalable and secure infrastructure solutions.

As we look ahead to FY26, the outlook remains
highly positive. Over the past four years, we
have established the capabilities, scale, and
operational resilience necessary to sustain
our strong growth trajectory. This foundation
positions us well to capitalize on emerging
opportunities across our focus sectors and
markets. At the same time, it is recognized that
sustaining this momentum requires continued
investment in innovation. To that end, we plan
to increase our R&D spend to further strengthen
our product roadmap and ensure long-term
differentiation and competitiveness.

Additionally, we see a strategic opportunity to
deepen our presence in developed markets,
particularly in Europe. As part of this effort,
we are evaluating a measured increase in
investments aimed at building robust sales
and distribution channels across these key
geographies. With a clear strategic direction
and disciplined execution, we remain confident
in our ability to deliver strong, sustainable value
for all stakeholders in the years ahead.

6. SHARE CAPITAL

The details of changes in paid-up equity
share capital during the year under review, are
as under:

i. Qualified Institutions Placement

On 8 April 2024, the Board of Directors
approved allotment of 18,88,665 fully
paid-up equity shares of face value of E

10.00 each to eligible qualified institutional
buyers at an issue price of E2,000 per
share (including a premium of E 1990/-
per equity share) aggregating to E 377.73
Crore pursuant to the QIP. The said shares
were subsequently listed and permitted
for trading on the stock exchanges on 19
April 2024.

? Monitory Agency Report/Utilization of Issue
Proceeds

Pursuant to Regulation 162A of the SEBI (Issue
of Capital and Disclosure Requirements)
Regulations, 2018, the Company appointed
CRISIL Ratings Limited as the Monitoring
Agency to oversee the utilization of
proceeds raised through the Qualified
Institutional Placement (QIP).

The Monitoring Agency Report is placed
before the Audit Committee for review
and noted by the Board of Directors every
quarter. The Report is also submitted to the
Stock Exchanges and is available on the
Company's website at
www.aurionpro.com.

ii. Issue of Bonus Equity Shares

During the year under review, the Company
also issued 2,76,06,765 bonus equity
shares of E 10 /- each in the ratio of 1:1 to
the existing shareholders. Accordingly, the
paid-up share capital of the Company
was increased from E 27,60,67,650/- to E
55,21,35,300/-.

iii. Employee Stock Purchase Scheme 2022

The Company had launched the Employee
Stock Purchase Scheme 2022 ("ASL ESPS
2022") and is implemented by the Aurionpro
Solutions Limited- Employee Benefit Trust
("ASL ESPS Trust"). The Company had
allocated 10,00,000 equity shares to the
ASL ESPS Trust to manage the ESPS Scheme
and hold shares on behalf of employees.
Subsequently, 3,86,000 equity shares
were transferred from the total ASL ESPS
Trust (post bonus issue) to the eligible
employees during the year pursuant to
vesting schedule of the Scheme. Out of
these, 2,00,000 equity shares were granted
and issued to Mr. Ashish Rai, Group CEO as
per the vesting schedule of the Scheme.

I n addition to the above, pursuant to the
approval of shareholders of the Company
at the Extra - Ordinary General Meeting
(EGM) held on 22nd January 2025, the ASL

ESPS 2022 pool was enhanced by 12,00,000
equity shares having face value of E 10/-
each resulting in the aggregate revised
pool of 32,00,000 equity shares.

The details of the shares allotted under ASL
ESPS 2022 are available for inspection at the
registered office of the Company.

7. SUBSIDIARIES/ joint ventures

As on 31st March 2025, the Company had 09
(Nine) Indian Subsidiaries and 27 (Twenty Seven)
Foreign Subsidiaries (including step down
subsidiaries).

The provisions of Regulations 24 and 24A of
SEBI Listing Regulations, with reference to
subsidiaries were duly complied with, to the
extent applicable.

Pursuant to the provisions of Section 129(3) of

the Companies Act, 2013 ("the Act"), a statement
containing the salient features of financial
statements of the Company's subsidiaries in
Form No. AOC-1 is attached as "
Annexure 4"

During the year, the following changes have
taken place in subsidiary / associates / joint
venture companies:

? AryaXAl Research and Development Labs
Inc. was incorporated as wholly-owned
subsidiary of the Company on October
23, 2024.

? Intellvisions Software LLC, UAE, initially
formed as a joint venture with Aurionpro
Solutions Ltd was converted into wholly
owned subsidiary of the Company following
the acquisition of the remaining 51% stake
through its Singapore based wholly owned
subsidiary i.e. Aurionpro Solutions Pte. Ltd.

8. ACQUISITIONS

I n line with the Company's vision to create and enhance shareholder value through the synergies and
optimization of its business operations, the following strategic acquisitions were undertaken during the
year under review:

Sr.

No

Date of
Acquisition

Name of the acquired entity

Manner of acquisition

Consideration

1.

19 April 2024

Lithasa Technologies Private Limited (Arya.ai)

Share Purchase

INR 125 crores

2.

24 July 2024

Skanan Hardware Private Limited

Share Purchase

INR 18.62 crores

3.

04 February 2025

Fenixys SAS

Share Purchase

€10 million

4.

11 April 2025

Fintra Software Private Limited

Share Purchase

INR 23 crores

5.

15 April 2025

Clipston & Associates (now Aurionpro UK
Limited)

Share Purchase

GBP 120,000

9. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and
Section 134 (3)(a) of the Companies Act, 2013 (the
Act) and Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual
Return in Form MGT-7 of the Company as of 31st
March 2025 will be available on the Company's
website at
www.aurionpro.com

10. CORPORATE GOVERNANCE

Your Company is committed to maintaining the
highest standards of corporate governance
and ethical business practices. These principles
are reflected in the Company's Code of
Conduct, Board and Committee Charters,
and various internal policies, which promote
transparency, accountability, and integrity
across all operations. Our focus goes beyond
merely complying with corporate governance
requirements—we are committed to fostering a
strong culture of governance that supports the
core objectives behind these practices.

The Report on corporate governance as per the
requirements of Regulation 34 of the Securities

and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
("the LODR"), forms part of this Annual Report.
Further, the requisite certificate from M/s. Milind
Nirkhe & Associates, Practicing Company
Secretaries, confirming the compliance with the
conditions of corporate governance has been
included in the said Report.

11. MANAGEMENT DISCUSSION AND ANALYSIS
(MDA)

Management Discussion and Analysis for the
year under review, as required under Regulation
34 (2) (e) of the LODR has been covered
in a separate section forming part of this
Annual Report.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes that the Corporate social
responsibility is more than just a commitment
to contribute to sustainable economic
development of local community and society
at large, but rather an unsaid commitment to
take ahead the society with us to improve their

lives in ways that are good for business and
for development.

The Company has a Board-level CSR Committee
which recommends the budget for funding
various charitable activities and contributions
to be made to various initiatives. During FY
2024-25, our total CSR expenditure amounted to
E 88.87 lakhs. In accordance with the provisions
of Section 135 of Companies act 2013, we have
adopted a CSR Policy outlining various CSR
activities to be undertaken. The policy strives
for contribution towards sustainable economic
development that positively impacts the society
at large through strategic CSR application, to
build a sustainable and profitable future for all.
Our CSR Policy is available on the website at
www.aurionpro.com.

Education, healthcare, and medical support
continue to remain key focus areas of our CSR
initiatives. While government programs like the
Right to Education and Beti Bachao Beti Padhao
have helped extend education to the grassroots
level, state resources have limitations. The
corporate sector has an important role to play in
bridging these gaps. Many schools still lack basic
infrastructure, equipment, and playgrounds—
essentials for providing meaningful education.
Recognizing this need, we focused our efforts in
these areas during the year.

We partnered with Astitva Trust, a school for
special children, and with Anjuman Islamic
School to set up an advanced computer lab
specifically for girl students. We also provided
stationery supplies to schools located in remote
villages of Maharashtra.

Healthcare is another critical area that requires
sustained attention and support. During the
year, we collaborated with NGOs working in this
space. Through our partnership with Akhand
Jyoti, we supported over 500 cataract surgeries
in remote areas of Bihar and facilitated the
provision of advanced medical equipment to
assist in these procedures.

The disclosures, as required under the
Companies (Corporate Social Responsibility
Policy) Rules, 2014, has been enclosed to this
Report as "
Annexure 1".

13. EMPLOYEE STOCK OPTION SCHEME 2024

In terms of the recommendation of the
Nomination and Remuneration Committee and
that of the Board of Directors, shareholders, at
the EGM held on 22nd January 2025, approved
implementation of Aurionpro Solutions Limited
- Employee Stock Options Scheme 2024 ("ESOP
2024"). The Nomination and Remuneration
Committee at their meeting held on 21st October,

2024 approved grant of 20,00,000 options to
Mr. Ashish Rai, Group CEO, to be vested over a
period of 5 years as per the vesting schedule and
in accordance with the terms of the Scheme.

14. INTERNAL FINANCIAL CONTROL SYSTEM &
THEIR ADEQACY

The Company has an internal control system
which commensurate with the size, scale and
nature of its operations. The Internal Audit
Team monitors and evaluates the efficacy
and adequacy of internal control system in
the Company, its compliance with operating
systems, accounting procedures and policies of
the Company.

15. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(5) of the
Act, the Board the Directors, to the best of their
knowledge and ability, confirms that:

i. i n the preparation of the annual accounts,
the applicable accounting standards
have been followed and that there are no
material departures;

ii. they have selected such accounting
policies and have 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 31st March, 2025 and of the profit and
loss of the Company for that period;

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

iv. t hey have prepared the annual accounts
on a going concern basis;

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

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

Based on the framework of internal financial
controls maintained by the Company, the work
performed by the internal and statutory auditors
and other external consultants, including the
audit of internal financial controls over financial
reporting by the statutory auditors, and the
reviews carried out by the Management and

the Audit Committee, the Board is of the opinion
that the Company's internal financial controls
were adequate and operating effectively during
FY 2024-25.

16. DIRECTOR'S/KEY managerial personnel
(kmp)

As on 31st March 2025, the Board of Directors
comprised of eight Directors, including two
Executive Directors and six Non-Executive
Directors, of whichfourare Independent Directors,
including one Woman Independent Director.

• Appointment

During the year, Mr. Ajay Kumar Choudhary
(DIN: 09498080) was appointed as an
Additional Director (Non-Executive,
Independent) with effect from 11th November
2024. His appointment as an Independent
Director for a term of five consecutive years,
up to 10th November 2029, was approved
by the shareholders at the Extra-Ordinary
General Meeting held on 22nd January 2025.

• Re-appointment on account of retirement
by rotation

In terms of Section 152 (6) of the Companies
Act, 2013 and as per Article 34 (l) of the
Articles of Association of the Company, one
third of the Directors other than Independent
Directors are liable to retire by rotation
at the Annual General Meeting of the
Company. Mr. Amit Rameshchandra Sheth,
Non-Executive, Non-Independent Director,
(DIN: 00122623), is liable to retire by rotation
and offers himself for re-appointment.

The information as required to be disclosed
under regulation 36 of the LODR and brief
profile of director in case of re-appointment
of director is incorporated in explanatory
statement of AGM Notice forming part of
the Annual Report.

• Independent Directors

Mr. Frank Osusky (DIN: 06986838) shall
complete his term as an Independent
Director of the Company on September 17,
2025 and hence shall cease to be a Director
of the Company effective end of the day,
September 17, 2025.

• Key Managerial Personnel

Pursuant to the provisions of Section 203 of
the Companies Act, 2013, as on the date of
this Report, the Key Managerial Personnel of
the Company comprise Mr. Paresh Zaveri,
Chairman and Managing Director; Mr. Ashish
Rai, Vice Chairman & Chief Executive Officer;
Mr. Vipul Parmar, Chief Financial Officer; and
Mr. Ninad Kelkar, Company Secretary.

17. PERFORMANCE EVALUATION

The Company's policy relating to the
appointment and remuneration of Directors,
KMPs and other employees including criteria for
determining qualifications, positive attributes
and independence of Directors are covered
under the Corporate Governance Report which
forms part of this Annual Report.

The performance of the board was evaluated
by the Board after seeking inputs from all the
directors on the basis of criteria such as the
board composition and structure, effectiveness
of board processes, etc. The performance of the
committees was evaluated by the Board after
seeking inputs from the committee members
on the basis of criteria such as the composition
of committees, effectiveness of committee
meetings, etc. The Board and the Nomination
and Remuneration Committee reviewed the
performance of individual directors on the
basis of criteria such as the contribution of the
individual director to the board and committee
meetings like preparedness on the issues to
be discussed, meaningful and constructive
contribution and inputs in meetings, etc.
The Board has formulated the Nomination
and Remuneration Policy for selection and
appointment of Directors, senior management
personnel and their remunerations. This policy
is available at the Company's website
www.
aurionpro.com

18. MEETINGS

The Board met 6 (six) times during the year
under review. The details of meetings of Board
and Committees have been provided under the
Corporate Governance Report which forms part
of this Annual Report.

19. COMMITTEES

As of 31st March 2025, the Board has following
committees applicable under the Act/LODR:

i) Audit Committee;

ii) Nomination and Remuneration/
Compensation Committee;

iii) Stakeholder Relationship/Investor
Grievance and Share Transfer Committee;

iv) Corporate Social Responsibility
Committee; and

v) Risk Management Committee

A detailed note in relation to these committees,
including composition, terms of reference,
number ofcommitteemeetingsandother details
are provided in Corporate Governance Report.

20. TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND

According to the applicable provisions of the
Companies Act, 2013 (hereinafter "the Act")
read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 ("IEPF Rules"), dividend that
remains unpaid/ unclaimed for a period of
seven years, shall be transferred to the account
administered by the Central Government viz:
Investor Education and Protection Fund ("IEPF").

During the year under review, the Company has
transferred the unclaimed/ unpaid dividend of
5 1,85,062/- to the IEPF Authority. Further, 7,180
shares on which the dividend was unclaimed
and unpaid for seven consecutive years have
been transferred as per the requirement of the
IEPF Rules.

21. VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

The Company has established an effective vigil
mechanism system and has adopted a 'Whistle
Blower policy' in order to enable the employees,
Directors and managers of the Company to
report their concerns about the management,
operations and other affairs of the Company.

In accordance with the Policy, employees of
the Company can make protected disclosures
to the Compliance Officer and/or any other
written communication by sending it to the
Registered Office of the Company or via email
to
complianceofficer@aurionpro.com or oral
means of communication.

The employees/Directors and managers
may, in exceptional cases, approach directly
to the Chairman of the Audit Committee for
registering complaints. The Whistleblower policy
is available on the website of the Company at
www.aurionpro.com

22. RISK MANAGEMENT POLICY

The Company has formulated a comprehensive
Risk Management Policy to identify, assess
and mitigate various risks associated with the
Company. The detailed section on business risks
and opportunities forms part of Management
Discussion and Analysis Report, which forms
part of the Annual Report.

23. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
ACT

Pursuant to Section 186 of the Companies Act,
2013, the details of loans given, guarantees
provided, and investments made by the
Company during the year are disclosed in Note

No. 41 to the standalone financial statements,
which form an integral part of this Annual Report.

24. PARTICLUARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into during
the financial year were in the ordinary course of
business and on an arm's length basis. There
were no material related party transactions
requiring shareholder approval under the
Company's Related Party Transactions Policy.
All such transactions were reviewed and
approved by the Audit Committee in line with
applicable provisions.

The Related Party Transactions Policy, as
approved by the Board, is available on the
Company's website at
www.aurionpro.com. The
details of related party transactions as required
under the applicable accounting standards are
disclosed in the notes to the standalone financial
statements forming part of this Annual Report.

25. PUBLIC DEPOSITS

During the year, the Company has neither
invited nor accepted any public deposits.

26. AUDITORS AND THEIR REPORTING

26.1 Statutory Auditors

M/s. C K S P & Co. LLP, Chartered Accountants
(Firm Registration No. 131228W/W100044),
were appointed as the Statutory Auditors
of the Company for a term of five years at
the Twenty-Sixth Annual General Meeting
("AGM") held on 29th September 2023, to
hold office until the conclusion of the Thirty-
First AGM to be held for the FY 2027-28.

I n terms of Section 139 and 141 of the Act
and relevant rules prescribed thereunder,
M/s. CKSP & Co., LLP, Chartered Accountants
has confirmed that they are not disqualified
from continuing as Auditors of the Company.
The Auditors have also confirmed that they
have subjected themselves to the peer
review process of Institute of Chartered
Accountants of India (ICAI) and hold a valid
certificate issued by the Peer Review Board
of the ICAI.

The Statutory Auditors of the Company has
stated in their report that, during the course
of Audit no fraud on or by the Company has
been noticed or reported.

26.2 Secretarial Auditor

Pursuant to the provisions of Section 204
of the Companies Act, 2013 read with Rule
9 of the Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014, the Company appointed

M/s. Milind Nirkhe & Associates, Practicing
Company Secretaries, to conduct the
Secretarial Audit for the financial year
under review. The Secretarial Audit Report
in Form MR-3 is annexed as "
Annexure 2" to
this Report.

The Secretarial Audit Report does not
contain any qualifications, reservations, or
adverse remarks.

26.3 Internal Auditor

In terms of Section 138 of the Companies Act,
2013 read with the Companies (Accounts)
Rules, 2014, M/s. D. Kothary & Co., Chartered
Accountants (FRN: 105335W), continues as
the internal auditor of the Company for
financial year 2025-26.

27. BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORT

In compliance with regulation 34(2)(f) of the SEBI
Listing Regulations and Circular No. SEBI/HO/
CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021
issued by the Securities and Exchange Board
of India (SEBI), the Company has prepared
its Business Responsibility and Sustainability
Report ("BRSR") for the financial year 2024-25,
describing the initiatives taken by the Company
from an environmental, social and governance
perspective, in the prescribed form is available
on the website at
www.aurionpro.com.

The BRSR seeks disclosures from listed entities on
their performance against the nine principles of
the 'National Guidelines on Responsible Business
Conduct (NGBRCs) and reporting under each
principle is divided into essential and leadership
indicators. The essential indicators are required
to be reported on a mandatory basis while
the reporting of leadership indicators is on a
voluntary basis.

28. PARTICLUARS OF EMPLOYEES

I n terms of the provisions of Section 197(12) of
the Act read with the Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement
showing the names and other particulars of the
employees drawing remuneration in excess of
the limits set out in the said rules is provided
in a separate annexure forming part of this
Report. Having regard to the provision of the first
proviso to Section 136(1) of the Act, the Annual
Report excluding the aforesaid information is
being sent to the Members of the Company.
In terms of Section 136, the said annexure is
open for inspection. Any Member interested in
obtaining a copy of the same may write to the
Company Secretary.

The disclosures pertaining to the remuneration
and other details as required under section
197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, have been
provided in the Annual Report as
"Annexure 3".

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

In accordance with Section 134(3)(m) of the
Companies Act, 2013, read with Rule 8 of the
Companies (Accounts) Rules, 2014, the following
information is provided:

? Conservation of Energy:

While the operations of the Company are
not energy-intensive, the management
remains mindful of the importance of
energy conservation across all levels
of operations. However, the specific
disclosures required under Rule 8(3) of the
Companies (Accounts) Rules, 2014, are not
applicable to the Company and hence
have not been provided.

? Technology Absorption:

The Company continues to embrace
advanced technologies and process
improvements to enhance productivity
and the quality of its products and services.
The Company also actively collaborates
with leading technology partners in global
markets to drive innovation and deliver
value to its stakeholders.

? Foreign Exchange Earnings and Outgo:

The details of foreign exchange earned and
spent by the Company during the year are
given below:

Foreign Exchange Earnings and Outgo:

Particulars

For the year
ended 31st
March, 2025

For the year
ended 31st
March, 2024

Foreign Exchange
Earnings

14,572.38

6,846.18

Foreign Exchange
Outgo

168.46

350.80

30. DISCLOSURE UNDER THE SEXUAL

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

The Company has in place the necessary policy
which is in line with the requirements under the
Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. An
Internal Complaints Committee (ICC) has been

set up to redress complaints if any, received
regarding sexual harassment. The Company
has complied with the provisions relating to the
constitution of Internal Complaints Committee
(ICC) under the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013. All employees (permanent,
contractual, temporary, trainees) are covered
under this policy. During the year under review,
the Company has not received any complaints
under the policy.

Sr. Number of

Number of

Number

No complaints

complaints

of cases

of sexual

disposed off

pending for

harassment

during the

more than

received in
the year

year

ninety days

1. Nil

Nil

Nil

31. MATERNITY BENEFIT ACT, 1961

The Company adheres to the applicable
provisions under the Maternity Benefit Act, 1961.

32. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders
passed by the Regulators/Courts which
would impact the going concern status of the
Company and its future operations.

33. COST RECORDS

The Company is not required to maintain cost
records specified by the Central Government
under Section 148(1) of the Companies Act, 2013.

34. AFFIRMATION ON COMPLIANCE OF
SECRETARIAL STANDARDS

The Company affirms that during the year
under review, it has duly complied with all
applicable Secretarial Standards issued by
the Institute of Company Secretaries of India
(ICSi), including SS-1 relating to 'Meetings of the
Board of Directors' and SS-2 relating to 'General
Meetings', along with any amendments or
modifications thereto.

35. AWARDS AND ACCOLADES

The details of some of the significant accolades
earned by the Company during the financial
year 2024-25 have been provided in the Awards
& Recognition section forming part of this
Annual Report.

36. DISCLAIMER AND FORWARD-LOOKING
STATEMENT

The statements in the Board's Report and the
Management Discussion & Analysis describing
the Company's objectives, expectations, or
forecasts may constitute forward-looking
statements within the meaning of applicable
securities laws and regulations. Actual results
may differ materially from those expressed in
the statement. Important factors that could
influence the Company's operations include
global and domestic demand and supply,
input costs, availability, changes in government
regulations, tax laws, economic developments
within the country and other factors such as
litigation and industrial relation.

37. ACKNOWLEDGEMENTS

The Board wishes to place on record its
appreciation for the assistance, co-operation
and encouragement extended to the Company
by the its shareholders, customers, business
partners, financial institutions, bankers, vendors
and other stakeholders. The Directors take this
opportunity to place on record their warm
appreciation for the valuable contribution,
untiring efforts and spirit of dedication
demonstrated by the employees and officers
at all levels, in ensuring an excellent all-around
operational performance. We applaud them for
their superior levels of competence, solidarity,
and commitment to the Company. The Directors
would also like to thank the shareholders for their
wholehearted support and contribution. We
look forward to their continued support in future.

For and on behalf of the Boad of Directors

Sd/-

Place : Navi Mumbai Paresh Zaveri

Date : 22 July, 2025 Chairman & Managing Director

Registered Office:

Synergia IT Park, Plot No. R-270,

T.T.C. Industrial Estate,

Near Rabale Police Station,

Rabale, Navi Mumbai -400701.

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