Financial Performance

The Standalone and Consolidated Financial Statements of the
Company for the financial year 2024-25 have been prepared in
accordance with the Indian Accounting Standards ("Ind AS") as
required under Section 133 of the Companies Act, 2013 ("Act").

Pursuant to Section 129(3) of the Act and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") the said Consolidated Financial Statements forms
part of the Annual Report.

The consolidated revenue of the Company for the financial
year was '99,333.65 crores as against '89,345.71 crores in the
previous financial year, registering a growth of 11.2%, while the
consolidated net profit for the year grew by 9.9% to '1,339.72
crores (excluding post-tax gain from disinvestment of Paynet) as
against '1,218.62 crores in the previous financial year.

The Basic Earnings per Share (EPS) on a consolidated basis
increased to '17.14/- (excluding post-tax gain from disinvestment
of Paynet) for the financial year under review as compared to
' 15.59 /- for the previous financial year.

A detailed analysis on the financial performance of the Company
is given as part of the Management Discussion and Analysis
Report, which forms part of this Report.

Dividend

In line with the Company's Dividend Distribution Policy, (https://
redingtongroup.com/wp-content/uploads/2023/09/Dividend-
Distribution-Policy.pdf) the Board of Directors at their meeting
held on May 19, 2025, recommended a dividend of '6.80/- per
equity share (i.e., 340% of the face value) for the financial year
2024-25. This dividend, expected to result in pay-out of '531.61
crores, is subject to the approval of members at the ensuing
Annual General Meeting and deduction of income tax at source,
as applicable.

The financial statements of the Company for the year ended
March 31,2025, were approved by the Board of Directors on May
19, 2025, on which date the statutory auditors of the Company
submitted their report thereon.

Transfer to Reserves

Your Company does not propose to transfer any amount to the
general reserve out of the amount available for appropriation.

Share Capital

During the financial year 2024-25, the Company increased
its authorised share capital from '1,70,00,00,000/- (Rupees
One Hundred and Seventy Crores) divided into 85,00,00,000

(Eighty-Five Crores) equity shares of ' 2/- (Rupees Two) each
to ' 2,50,00,00,000/- (Rupees Two Hundred and Fifty Crores)
divided into 1,25,00,00,000 (One hundred and Twenty-Five Crores)
equity shares of ' 2/- (Rupees Two) each ranking pari-passu in all
respects with the existing equity shares of the Company.

Credit Rating

In recognition of the Company's robust financial performance,
leading credit rating agencies CRISIL and ICRA have reaffirmed
its long-term credit rating at AA (Stable) and short-term credit
rating at A1 (Stable), reflecting confidence in the Company's
financial stability.

Business Performance

The Company's performance is discussed in the Management's
Discussion and Analysis Report, which forms part of this
Annual Report.

Subsidiaries, Associates and Joint Ventures

As on March 31, 2025, the Company has two direct and one
step-down subsidiary in India, and, two direct and 51 step-
down subsidiaries, overseas. The details of the subsidiaries
incorporated/ ceased and under liquidation during the financial
year under review, as applicable, are given as part of Notes to
the consolidated financial statements.

Indian Subsidiaries

(i) ProConnect Supply Chain Solutions Limited

ProConnect Supply Chain Solutions Limited (ProConnect)
is a wholly owned Indian subsidiary of Redington Limited.
ProConnect is a trusted provider of Supply Chain
Management & Warehousing Solutions to industries
across sectors. ProConnect's performance for the year
has been driven more by focus on profitable growth and
operational excellence.

ProConnect's performance for FY 2024-25 was well
supported by stabilisation and standardisation of process
with cost control measures. Customer expectations for
enhanced value at optimized costs have led to increased
pressure on margins. However, with tighter control on
various parameters and consistent efforts, the overall
margin was maintained at the desired level. The Company's
revenue grew by 5% and PAT has doubled compared to the
previous financial year. During the year two new major
customers were on-boarded and the company has entered
the Qcom vertical with a leading brand. This has enhanced
the company's capability to handle hyperlocal markets.

ProConnect continues to maintain a strong strategic position,
driven by its robust solution capabilities and focused
emphasis on Security, Loss Prevention, and Compliance.
Key value drivers such as Speed, Accuracy, Visibility, and
Cost Optimization are effectively supported by a reliable
vendor base and enabled through advanced technology.

The Company has consistently invested it's time, resources
and effort in this direction to strengthen its role as a
strategic and preferred partner for the customers.

(ii) Redserv Global Solutions Limited

Redserv Global Solutions Ltd (RGS) is a wholly owned
subsidiary of Redington Limited, serving as the Global
Capability Centre (GCC) for the Redington Group.

Over the years, RGS has steadily expanded its scope and
scale—both geographically and functionally—to evolve into
a robust centralized shared services backbone.

RGS currently supports Redington's operations across
Middle East, Africa, Turkey, India, and Singapore. Its
functional coverage includes:

• Sales Order & Purchase Order Processing

• Credit & Master Data Management

• Accounting, Reconciliations, Reporting and
Payroll processing

With a strong focus on Compliance, process optimization,
technology enablement, and best practice implementation,
RGS continues to enhance operational efficiency while
aligning closely with Redington's strategic objectives.

RGS operates through two delivery centres in Chennai
and is guided by a well-defined transformation roadmap
that leverages cutting-edge technology and continuous
improvement methodologies to solve business challenges
and drive sustainable value.

Indian Associate

Redington (India) Investments Limited (RIIL), an associate
Company of Redington Limited, was operating Apple retail
stores in South India through its wholly owned subsidiary,
Currents Technology Retail (India) Limited. It exited its business
in FY21 and accordingly, the Company is evaluating available
restructuring options including winding up.

Overseas Operations

Redington's overseas operations are carried out through its two
wholly owned subsidiaries, Redington International Mauritius
Limited, Mauritius and Redington Distribution Pte Limited,
Singapore. The Management's Discussion and Analysis covers the
business performance of both the entities and their subsidiaries.

(i) Redington International Mauritius Limited, Mauritius
(RIML)

RIML delivered 3.18% year-over-year growth across the
Middle East, Turkey, and Africa (META), contributing 46%
of Redington's consolidated revenue.

The operating landscape in META remained complex,
shaped by a combination of regulatory, fiscal and currency-
related pressures. Despite these headwinds, Redington's
balanced approach enabled stability and modest growth
with significant progress in strategic areas:

• Cloud business recorded triple-digit growth, reflecting
strong momentum and partner alignment in building
future-ready digital capabilities.

• USD 74 million profit realized from the divestiture of
Paynet business in Turkey (subsidiary of Arena)

• The UAE emerged as the best-performing market by
growing 21.29%, driven by diversified growth across
both commercial and consumer segments.

• Africa as a geo grew well this year on the back of strong
enterprise wins and a strong mobility performance

• Saudi Market saw a correction with a pause the
Country took on the Mega and the Giga projects that
were launched in the first half of the year. We saw the
second half market revive and we were quick to seize
the opportunities as well

• Our e-commerce portal and our focus on growing the
business from the long tail of partners helped expand
our reach with quality and speed

RIML continues to build on its leadership across META,
balancing transformation, profitability, and regional
execution strength.

(ii) Redington Distribution Pte Limited, Singapore (RDPL)

In 2025, RDPL is entering a new chapter-expanding beyond
its established base in South Asia and launching operations
in Malaysia as the first step in a broader ASEAN strategy.
While our presence in Bangladesh, Sri Lanka, Nepal,
Bhutan, and the Maldives continues to provide stability and
growth, Southeast Asia now stands at the forefront of our
expansion plans.

This move reflects ASEAN's rapid digital transformation,
strong economic fundamentals, and increasingly
innovation-friendly policy environment. Malaysia, with its
advanced tech infrastructure and strategic location, offers
a compelling entry point into a region characterised by
rising consumer demand and digital adoption.

RDPL is adapting its offerings to local needs, forging regional
partnerships, and investing in talent to deliver tailored IT
solutions that address ASEAN's unique challenges and
opportunities. We view this expansion not just as market
growth, but as an opportunity to contribute to the region's
digital progress.

As the global economy continues to shift, RDPL is positioning
itself as a key enabler of digital advancement across
Southeast Asia and South Asia (SESA), building resilient,
future-ready solutions for an increasingly interconnected
and digitally driven regional ecosystem.

During the year under review:

• Redington Gulf FZE, a wholly owned step-down
subsidiary of the Company, transferred all its
shares in Proconnect Supply Chain Logistics LLC,
representing 100% of the share capital, to Proconnect
Holding Limited. The regulatory approvals related to
the transfer were completed on April 3, 2024.

• On July 16, 2024, the divestment of Citrus Consulting
Services FZ LLC, UAE - a wholly owned subsidiary of
Redington Gulf FZE and a step-down subsidiary of the
Company was completed.

• Redington Distribution Pte Limited, a wholly owned
subsidiary of the Company, incorporated a new entity
in Malaysia named Redington Malaysia Sdn Bhd on
June 25, 2024.

• By way of internal restructuring, the ownership of
Paynet (Kibris) Odeme Hizmetleri Ltd., a step-down
subsidiary of the Company, was transferred from
Paynet Odeme Hizmetleri A.S. to Arena Bilgisayar
Sanayi ve Ticaret. Prior to the transfer, Paynet (Kibris)
Odeme Hizmetleri Ltd. was a wholly owned subsidiary
of Paynet Odeme Hizmetleri A.S.

• By way of internal restructuring, Cadensworth FZE
transferred its entire 49% shareholding in Proconnect
Saudi LLC to Proconnect Supply Chain Logistics LLC.
As a result, Proconnect Saudi LLC is now a wholly
owned subsidiary of Proconnect Supply Chain
Logistics LLC.

• The disinvestment of Paynet Odeme Hizmetler A.§ to
lyzi Payment and Electronic Money Services Inc. was
completed on February 13, 2025.

• The name of our step-down subsidiary, Online
Elektronik Ticaret Hizmetleri Anonim §irketi, has
been changed to Arena Labs Teknoloji Qozumleri
Anonim §irketi.

A report on the performance and financial position of
each of the subsidiaries, associates and joint venture
companies is provided in the Notes to the consolidated
financial statements.

Pursuant to the provisions of Section 129(3) of the Act
read with Rule 5 of the Companies (Accounts) Rules, 2014,
a statement containing salient features of the financial
statements of the Company's subsidiaries and Associates
in Form AOC-1 is attached as Annexure E to this report.

Pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company, consolidated financial
statements along with relevant documents and separate
audited financial statements in respect of the subsidiaries
are available on the website of the Company at https://
redingtongroup.com/financial-reports/

The Company has formulated a Policy for determining
Material Subsidiaries. The Policy is available on the
Company's website and can be accessed at https://
redingtongroup.com/wp-content/uploads/2025/03/Policy-
for-determining-Material-Subsidiaries.pdf

Material Changes and Commitments Affecting the
Financial Position of the Company Between the End of
the Financial Year and the Date of the Report

There are no material changes and commitments affecting the
financial position of the Company which occurred between the

end of the financial year to which the financial statements relate
and the date of this report. There has also been no change in the
business of the Company.

Corporate Governance

Your Company believes in adopting best practices of corporate
governance and adhering to Corporate Governance guidelines,
as laid out in SEBI Listing Regulations. Corporate governance is
about promoting fairness, transparency, and accountability in the
management and decision-making processes of an organization.
It is the foundation for building trust with Members and
stakeholders. The Corporate Governance Report of the Company
for the financial year 2024-25 forms part of this Annual Report.

The Company has obtained a certificate from M/s RBJV &
Associates, Practising Company Secretary, on compliance with
corporate governance norms under the SEBI Listing Regulations
and the Chief Executive Officer/Chief Financial Officer (CEO/CFO)
certification as required under the SEBI Listing Regulations is
appended to the Corporate Governance Report.

The Corporate Governance Report of the Company contains the
necessary declaration regarding compliance with the Code of
Conduct of the Company for the financial year 2024-25.

Directors and Key Managerial Personnel

During the financial year, Mr. V.S Hariharan (DIN: 05352003) was
appointed as the Managing Director & Group Chief Executive
Officer of the Company for a period of five years with effect
from February 05, 2025, to February 04, 2030. The same was
approved by the members of the Company through postal ballot
on April 11,2025.

The Company has received declarations from all the Independent
Directors of the Company confirming that,

(a) they meet the criteria of independence prescribed under
the Act and the SEBI Listing Regulations;

(b) they have registered their names in the Independent
Directors' Databank, and

(c) there have been no change in the circumstances which may
affect their status as Independent Director during the year.

All Independent Directors have affirmed compliance to the code
of conduct for Independent Directors as prescribed in Schedule
IV to the Act.

The terms and conditions of appointment of the Independent
Directors are placed on the website of the Company at https://
redingtongroup.com/wp-content/uploads/2024/05/Terms-and-
Conditions-of-Appointment-of-Independent-Director.pdf

Mr. Tu, Shu Chyuan, (DIN: 02336015), Non-Executive Non¬
Independent Director, retires by rotation at the ensuing Annual
General Meeting ("AGM") and being eligible, offers himself for re¬
appointment. The resolutions seeking approval of the members
for his re-appointment has been incorporated in the Notice to
the AGM of the Company along with brief details about him.

Based on performance evaluation and the recommendation
of the Nomination and Remuneration Committee, the Board
recommends his re-appointment.

The Company has also disclosed the Director's familiarization
programme on its website at https://redingtongroup.com/wp-
content/uploads/2025/04/Familiarisation-Programme-2024-25.
pdf

During the year, the Non-Executive Directors of the Company had
no pecuniary relationship or transactions with the Company, other
than sitting fees, commission and reimbursement of expenses
incurred by them for attending meetings of the Company.

The details of the composition of the Board and its Committees
and various meetings held during the financial year are given
in the Corporate Governance Report which forms part of this
Annual Report.

All the recommendations made by the Nomination and
Remuneration Committee were approved by the Board.

Pursuant to the provisions of Section 2(51) and 203 of the Act, the
Key Managerial Personnel of the Company are Mr. V.S. Hariharan,
Managing Director & Group Chief Executive Officer, Mr. S V
Krishnan, Finance Director (Whole-time), Mr. Ramesh Natarajan,
Chief Executive Officer, Mr. V Ravi Shankar, Chief Financial Officer
and Mr. K Vijayshyam Acharya, Company Secretary.

Directors’ Responsibility Statement

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

a) in the preparation of the annual financial statements for
the year ended March 31, 2025, the applicable Accounting
Standards had been followed along with proper explanation
relating to material departures.

b) for the financial year ended March 31,2025, such accounting
policies as mentioned in the notes to the financial
statements have been applied consistently and judgments
and estimates that are reasonable and prudent have been
made 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 of
the Company for the financial year ended March 31,2025;

c) that proper and enough care has been taken 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 annual financial statements have been prepared on a
going concern basis;

e) that proper internal financial controls were followed by
the Company and that such internal financial controls are
adequate and were operating effectively;

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

Auditors

Statutory Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm
Registration No.008072S) Statutory Auditors of the Company hold
office till the conclusion of thirty- fourth AGM of the Company.

The Auditor's report to the Members on the standalone and
consolidated financial statement for the year ended March 31,
2025, does not contain any qualification, observation or adverse
comment. The Auditor's Report is enclosed with the financial
statements in this Annual Report.

Cost Records and Cost Audit

Maintenance of Cost Records and requirement of Cost Audit as
prescribed under Section 148(1) of the Act do not apply to the
business activities carried out by the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, read with
Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board, at its meeting held
on October 29, 2024, approved the appointment of M/s. RBJV &
Associates, Practising Company Secretaries (Firm Registration
number P2016TN053800), to conduct the Secretarial Audit of
the Company for the financial year ended March 31, 2025. The
Company has received consent from them to act as such.

The Secretarial Audit report for the financial year ended March
31, 2025, in Form No. MR-3 is attached as Annexure D to this
Report. The Secretarial Audit report does not contain any
qualification, reservation or adverse remark.

Pursuant to Regulation 24(A) of SEBI Listing Regulations, the
Company has obtained an annual secretarial compliance report
from M/s. RBJV & Associates, Practising Company Secretaries
(Firm Registration number P2016TN053800), and the same has
been submitted to the stock exchanges within the prescribed
time limit.

During the year under review, the Company has complied with
all the applicable provisions of Secretarial Standard - 1 and
Secretarial Standard - 2 issued by the Institute of Company
Secretaries of India and notified by the Ministry of Corporate
Affairs of India.

Further, as per Section 204 of the Act read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, and SEBI Listing Regulations, the Board has recommended
to appoint M/s. B Chandra & Associates, Company Secretaries,
(Firm Registration No.P2017TN065700), as the Secretarial
Auditors of the Company for a term of five (5) years commencing
from financial year 2025-26 till financial year 2029-30, subject to
approval of the Members.

Details of Fraud Reported by Auditors in Terms of Section
143(12) of the Companies Act, 2013

During the year under review, neither the Statutory Auditors nor
the Secretarial Auditors has reported to the Audit Committee,
under Section 143(12) of the Act, any instances of fraud committed
against the Company by its officers or employees.

Annual Return

Pursuant to Section 92(3) read with Section 134(3) of the Act
and Rule 12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company as on March 31,
2025, is available on Company's website at the Investor Section
under Financial Information at https://redingtongroup.com/
financial-reports/.

Board Meetings Held During the Year

Five (5) meetings of the Board of Directors of your Company
were held during the financial year 2024-25. The maximum
time gap between any two Board meetings was less than 120
days. Necessary quorum was present throughout all the Board
meetings. A separate meeting of the Independent Directors of
the Company was held on February 4, 2025.

The particulars of the meetings held and the attendance of
the Directors in the meetings are detailed in the Corporate
Governance Report, which forms part of the Annual Report.

Committees

As on March 31,2025, the Company had the following Committees:

• Audit Committee,

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility & Environmental, Social
and Governance Committee, and

• Finance Committee.

Detailed notes on the composition of the Board and its Committees
are provided in the Corporate Governance Report, which forms
part of the Annual Report.

Policy on Appointment and Remuneration of Directors

The Board based on the recommendation of the Nomination and
Remuneration Committee, has laid down a policy on appointment
of Directors and remuneration to the Directors, Key Managerial
Personnel and Other Employees.

- The objective of the policy for the appointment of Directors
is to facilitate the Nomination and Remuneration Committee
to evaluate the Directors and recommend to the Board
for their appointment/ re-appointment and to ensure an
optimum composition of Executive, Non-Executive and
Independent Directors to maintain the independence
of the Board and separate its functions of governance
and management.

- The objective of the remuneration policy is to attract,
motivate and retain qualified industry professionals for
the Board and Management to achieve its strategic goals
and to encourage behavior that is focused on long-term
value creation while adopting the highest standards of
good corporate governance. The remuneration policy of
the Company is aimed at rewarding performance, based
on a continuous review of achievements and aligns with the
existing industry practices.

- The remuneration policy provides a framework for the
remuneration of Directors, Key Managerial Personnel, and
other employees.

The Company's policy on appointment of Directors and
remuneration and other matters provided in Section 178(3) of the
Act is available at the website at https://redingtongroup.com/
wp-content/uploads/2024/05/Nomination-and-Remuneration-
Policy.pdf

Particulars of Employees

The Disclosure pertaining to the remuneration and other
details as required under Section 197 (12) of the Act and Rule
5 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is given in Annexure B and forms part
of this report.

The statement under Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 forms a part of this Report. However, as per first proviso
to Section 136(1) of the Act and second proviso of Rule 5(3) 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
said statement.

Performance Evaluation of the Board, Its Committees and
Directors

The evaluation of all the Directors, Committees and the Board
as a whole was conducted based on the criteria and framework
approved by the Nomination and Remuneration Committee. The
Board evaluation process was completed for the financial year
2024-25. The evaluation parameters and the process have been
explained in the corporate governance report.

Particulars of Loans, Guarantees or Investments Under
Section 186 of The Companies Act, 2013

The particulars of loans, guarantees and investments under
Section 186 of the Act, read with the Companies (Meetings of
Board and its Powers) Rules, 2014, for the financial year 2024-25
form part of the Notes to the financial statements provided in this
Annual Report. The Company has neither given guarantees nor
provided security under Section 186 of the Act.

Particulars of Contracts or Arrangements with Related
Parties

During the financial year 2024-25, none of the transactions with
related parties falls under the scope of section 188(1) of the Act.
Information on transactions with related parties pursuant to
section 134(3) (h) of the Act read with rule 8(2) of the Companies
(Accounts) Rules, 2014 are given in Annexure F in Form AOC-2.

The Policy on Materiality of Related Party Transactions and on
dealing with Related Party Transactions, as approved by the
Board, is available on the Company's website and can be accessed
at https://redingtongroup.com/wp-content/uploads/2023/05/
REDINGTON-RPT-Policy-v2-16-05-2023.pdf

Corporate Social Responsibility Initiatives

Redington primarily carries out Corporate Social Responsibility
(CSR) activities through its trust, Foundation for CSR @
Redington, by supporting its projects in the areas of education,
employability skills training for the underprivileged and
specially abled, healthcare and environmental sustainability.
The Corporate Social Responsibility Committee has formulated
and recommended to the Board a policy on CSR indicating the
activities to be undertaken by the Company which is available on
the website of the Company at https://redingtongroup.com/wp-
content/uploads/2023/09/CSR-Policy-Redington-Limited-.pdf

During the year, the Company spent '17.74 Crores on CSR
activities. The initiatives undertaken by the Company on CSR
activities and executive summary of the impact assessment
carried out during the year are set out in Annexure C of this
report. The composition of the CSR Committee is disclosed
in the Corporate Governance Report which forms part of the
Annual Report.

Further, the Chief Financial Officer of the Company has certified
that CSR spending of the Company for the financial year 2024-25
has been utilized for the purpose and in the manner approved
by the Board of Directors of the Company.

Business Responsibility & Sustainability Report and
Environmental, Social and Governance (ESG)

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations,
the Business Responsibility & Sustainability Report forms part
of this Annual Report. The Corporate Social Responsibility &
Environment, Social and Governance (CSR & ESG) Committee
discharges its oversight responsibility on matters related to
organization wide ESG initiatives, priorities, and leading ESG
practices. The CSR & ESG Committee meets regularly at various
intervals to review progress on the ESG strategy of the Company
and reports to the Board.

Vigil Mechanism/Whistle-Blower Policy

The Company believes in the conduct of affairs of its constituents
fairly and transparently by adopting the highest standards of
professionalism, honesty, integrity and ethical behaviour.
Pursuant to the provisions of Section 177(9) of the Act, read with
Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014 and Regulation 4 of the SEBI Listing Regulations, and
in accordance with the requirements of Securities and Exchange

Board of India (Prohibition of Insider Trading) (Amendment)
Regulations, 2018, the Board of Directors had approved the Policy
on Vigil Mechanism / Whistle Blower to provide a framework for
the Company's employees and Directors to promote responsible
and secure whistleblowing in the organization across levels. It
also protects whistle-blowers who raise concerns about serious
irregularities within the Company.

The whistle Blower policy is hosted on the website of the Company
at https://redingtongroup.com/wp-content/uploads/2023/05/
Whistle-Blower-Policy-T2.pdf

Investor Education and Protection Fund

Pursuant to the provisions of the Companies Act, 2013 read
with Investor Education and Protection Fund [IEPF] Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, the Company
is required to transfer the unpaid or unclaimed dividend and
shares in respect of which dividend entitlements are remaining
unpaid or unclaimed for a period of seven consecutive years or
more by any shareholder, to IEPF. Accordingly, the Company has
transferred the unclaimed dividend of ' 1,58,148 pertaining tc
the financial year 2016-17 which remained unclaimed for seven
consecutive years and the corresponding 2,416 shares to the
IEPF authority.

Dividend for financial year 2023-24 on shares held by IEPF
authority amounting to ' 70,432 was also transferred to IEPF.
The details of the shares due to be transferred to IEPF during
the financial year 2025-26 are available on our website under
Shareholders' information.

Deposits

Your Company has not accepted any deposit within the meaning
of provisions of Chapter V of the Act, read with the Companies
(Acceptance of Deposits) Rules, 2014, during the year ended
March 31,2025.

Details Of Significant and Material Orders Passed by the
Regulators or Courts or Tribunals

There are no significant and material orders passed by the
Regulators or Courts or Tribunals that would impact the going
concern status of the Company.

No Pending Proceedings Under the Insolvency and
Bankruptcy Code, 2016

Your Board confirms that there are no proceedings pending
against the Company under the Insolvency and Bankruptcy Code,
2016 and that there is no instance of a one-time settlement with
any Bank or Financial Institution, during the year under review.

Internal Control Systems and Their Adequacy

The Company has prepared a comprehensive document on
Internal Financial Controls (IFC) in line with the requirements
under the Act which included Entity Level Controls (ELC),
Efficiency Controls, Risk Controls, Fraud Preventative Controls
Information Technology General Controls (ITGC) and Internal
Controls on Financial Reporting (ICFR). A brief note on IFC
including ICFR is enclosed in this Report as Annexure A. The
Company has adopted policies and procedures for ensuring

orderly and efficient conduct of its business, including
safeguarding its assets, prevention and detection of fraud, error
reporting mechanisms and ensuring accuracy and completeness
of financial statements. Based on the results of assessments
carried out by Management, no reportable material weaknesses
or significant deficiencies in the design or operation of internal
financial controls were observed. The Board opines that the
internal controls adopted and implemented by the Company
for the preparation of financial statements are adequate
and sufficient.

Risk Management

Pursuant to Regulation 17 and Regulation 21 read with Part D
of Schedule II of SEBI Listing Regulations, the Risk Management
Committee evaluates the significant internal and external risks
and ensures that appropriate methodology, processes and
systems are in place to monitor and evaluate risks associated
with the business of the Company. The Board of Directors
reviewed the risk assessment and procedures adopted by the
Company for risk control and management and is of the opinion
that there are no risks that may threaten the existence of the
Company. The terms of reference of the Risk Management
Committee and activities of the Committee during the year are
elaborated in the Corporate Governance Report.

Research and Development, Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings and
Outgo

A. Conservation of Energy:

The operations of your Company involve low energy
consumption. Adequate measures have, however, been
taken to conserve energy by way of optimizing the usage
of energy.

B. Technology Absorption:

Efforts made towards technology absorption: Your Company
continues to use the latest technologies to improve the
quality of services it offers. Digitalization and adoption
of cloud technology, virtualization and mobility resulted
in better operational efficiencies and Turnaround Time
(TAT). Business Intelligence (BI) and Analytics facilitate key
decisions and improve process efficiency. Your Company
has seamlessly and securely adopted the hybrid working
model and has been able to provide all employees with
relevant technology tools and connectivity to carry out the
work without any interruption.

Import of Technology: The Company has not imported any
technology during the year.

C. Expenditure on Research and Development:

As a Company involved in the distribution of technology
products, your Company constantly innovates via strategic
and qualitative initiatives to empower adoption of cutting-
edge technologies.

Foreign Exchange earnings and outgo

The details of Foreign Exchange earnings and expenditures

during the year are given below:

of complaints filed, disposed off and pending during the financial
year is disclosed in the Corporate Governance Report, which
forms a part of this Annual Report.

Foreign Exchange Management Act, 1999

The Company is in compliance with the Foreign Exchange
Management Act, 1999 and the Regulations made thereunder
with respect to downstream investments made in its subsidiaries.

Acknowledgment

Your directors take this opportunity to gratefully acknowledge
the cooperation and support received from the Members
including the principal Members, suppliers, vendors, customers,
bankers, business partners/associates, channel partners,
financial institutions, and Regulatory/Government authorities to
the Company. The Directors record their appreciation for the
contributions made by employees of the Company, its subsidiaries
and associates, for their hard work and commitment, towards
the success of the Company. Their dedication and competence
have ensured that the Company continues to be a significant
and leading player in the industry. We thank the Governments
of various countries where we have our operations.

On behalf of the Board of Directors

J. Ramachandran

Place: Chennai Chairman

Date: May 19, 2025 DIN: 00004593