BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on the date of this report, the Board comprises of following Directors;

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company"), along with the
Standalone Audited Financial Statements for the Financial Year ended on 31^st March, 2025.

FINANCIAL RESULTS:

The Company's financial performance for the year ended on 31^stMarch, 2025 is summarized below:

DIVIDEND:

For the Financial Year 2024-25, The Board is happy to report an
encouraging financial performance but the inability to recommend
any dividend is regretted as it is considered prudent to conserve
the resources for Investment in Business.

TRANSFER TO RESERVES:

During the year, the Company has not transferred any amount to
Reserve and Surplus. However, The Security Premium Account of
Rs. 4916.16 has been transferred to reserves and Surplus

BUSINESS DESCRIPTION:

We are specialized in Management and Technical Advisory firm
catering to the Oil and Gas sector, with a strong focus on delivering
end-to-end gas distribution solutions to industrial clients across
India. The Company's service offerings span commercial and
financial advisory, project management, and operations &
maintenance (O&M) services, providing a 360-degree support
framework for gas infrastructure and distribution.

CHANGE IN NATURE OF BUSINESS:

During the year, your Company has not changed its business or
object and continues to be in the same line of business as per
main object of the Company.

THE REGISTERED OFFICE:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Manav Bahri
(DIN: 01959472) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re¬
appointment.

None of the Directors of the Company are disqualified under the provisions of Section 164(2) of the Companies Act, 2013.

DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e.
in Form DIR 8, List of relatives and declaration as to compliance with the Code of Conduct of the Company.

BOARD MEETING:

Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are convened, as and when require, to
discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at the registered
office of the Company.

During the year under review, Board of Directors of the Company met 10 (ten) times. Details of Meeting and their attendance as below:

The meetings of the Board of the Companies within the intervals provided in section 173 of the Companies Act, 2013 (120 days) were
compiled between two Board Meetings.

INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that
they meet the criteria of independence laid down in Section 149 (6) of the Act. A separate meeting of Independent Directors was held to
review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including
assessment of quality, quantity and timeliness of flow of information between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website
of the Company viz. www.positron-india.com

DETAILS OF KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Companies Act, 2013, Mr. Rajiv Menon-Managing Director, Mr. Sujit Sugathan- Whole Time Director and
Chief Financial Officer, Mr. Manav Bahri-Whole Time Director and Ms. Madhuri Mistry-Company Secretary & Compliance Officer is the
key managerial personnel of the Company.

UTILIZATION OF FUND RAISED FROM IPO (initial Public Offer):

During the period under review, the Company has raised moneys by way of Initial Public offer of 20,48,400 Equity Shares of Face Value of
^ 10/- Each at a Price of ^ 250/- Per Equity Share Including a Share Premium of ^ 240/- Per Equity Share aggregating to ^ 5,121.00 Lakhs.
The money as raised have been applied for the purposes for which those are raised till March 31, 2025 as follows:

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance board committees and individual directors pursuant
to the provisions of the Act. The performance of the board was evaluated by the board after seeking inputs from all the directors on the
basis of the criteria such as the board composition and structure effectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the
criteria such as the composition of committees, effectiveness of committee meetings etc. In addition, the performance of chairman was
also evaluated on the key aspects of his role.

The Board has reviewed the performance of the individual Directors on the basis of the 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.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013; the Board of Directors to the best of their knowledge and ability confirm that:

a) In preparation of Annual Accounts for the year ended 31^st March, 2025; the applicable accounting standards have been followed and
that no material departures have been made from the same;

b) The Directors have selected such accounting policies and applied them consistently and have made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year
and of the profit or loss of the Company for that year;

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

d) The Directors have prepared the Annual Accounts for the year ended 31^st March, 2025 on going concern basis;

e) The Directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls
are adequate and were operating effectively; and

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

COMMITTEE OF BOARD:

The Board of Directors in line with the requirement of the Companies Act, 2013 has formed various committees, details of which are given

hereunder:

A. AUDIT COMMITTEE:

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to
report to the management instances of unethical behavior actual or suspected fraud or violation of Company's Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide
for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to
the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from
time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the
Company is available on the website of the Company.

B. STAKEHOLDER'S RELATIONSHIP COMMITTEE:

ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

During the year under review, the Company does not have any
Associate or Joint Venture.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2024-25, there was no materially
significant related party transaction undertaken by the Company
under Section 188 of the Companies Act, 2013 read with rules
framed there under and Regulation 23 of SEBI (LODR) Regulations,
2015 that may have potential conflict with the interest of the
Company. Disclosure on related party transactions is annexed
to the financial statement of the Company in AOC-2 attached as
Annexure A.

CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of section 135 of the Companies Act, 2013
the mandated spend on CSR activities for the financial year 2024¬
25 is ^ 10.35 lakhs. During the year under review, your Company
has spent ^ 11.00 lakhs on CSR activities. The surplus amount of
^ 00.65 lakhs spent during the financial year 2024-25 is being set
off against the required CSR spend for the financial year 2025-26
thereby aggregating the CSR spent to ^ 11.00 lakhs as per the
provisions of the Companies Act, 2013.

The Annual report on CSR activities as required under Rule 8 of
the Companies (Corporate Social Responsibility Policy) Rules, 2014
read with section 134(3) and 135(2) of the Companies Act, 2013, as
amended, has been annexed as Annexure - B and forms an integral
part of this report.

The policy for Corporate Social Responsibility is available on the
website of the Company viz. www.positron-india.com.

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments affecting the
financial position of the Company have occurred between the ends
of Financial Year of the Company i.e. 31^st March, 2025 to the date
of this Report other than as stated above.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the
regulators or courts or tribunals which impact the going concern
status and the Company's operations in future.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment
of any nature we have framed Prevention of Sexual Harassment
Policy through which we address complaints of sexual harassment
at all workplaces of the Company. Our policy assures discretion and
guarantees non-retaliation to complainants. We follow a gender-
neutral approach in handling complaints of sexual harassment and
we are compliant with the law of the land where we operate.

Number of sexual harassment complaints received- Nil

Number of sexual harassment complaints Disposed-off during the
year- Nil

Number of sexual harassment cases pending for a period exceeding
ninety days- Nil

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption
and foreign exchange earnings and outgo stipulated under Section
134(3)(m) of the Act read with Rule 8 of The Companies (Accounts)
Rules 2014 as amended from time to time is annexed to this Report
as Annexure - C.

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on
Meetings of the Board of Directors (SS-1) and General Meeting
(SS-2) issued by the Institute of Company Secretaries of India and
approved by the Central Government.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk
mapping and trend analysis risk exposure potential impact and risk
mitigation process is in place. The objective of the mechanism is to
minimize the impact of risks identified and taking advance actions
to mitigate it. The mechanism works on the principles of probability
of occurrence and impact if triggered. A detailed exercise is being
carried out to identify evaluate monitor and manage both business
and non-business risks.

LISTING

The Equity Shares of the Company remain listed on "NSE Limited".
The Company has already paid the annual listing fees for the
Financial Year 2025-2026 to maintain its listing status on NSE
Limited. In addition to that, the Company has also paid the Annual
Custody Charges for the Financial Year 2025-2026 to National
Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL).

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external
control system, which provides protection to all its assets against
loss from unauthorized use and ensures correct reporting of
transactions. The internal control systems are further supplemented
by internal audits carried out by the respective Internal Auditors
of the Company and Periodical review by the management. The
Company has put in place proper controls, which are reviewed
at regular intervals to ensure that transactions are properly
authorised, correctly reported and assets are safeguarded.

CORPORATE GOVERNANCE:

Integrity and transparency are key factors to our corporate
governance practices to ensure that we achieve and will retain the
trust of our stakeholders at all times. Corporate governance is about
maximizing shareholder value legally, ethically and sustainably. Our
Board exercises its fiduciary responsibilities in the widest sense
of the term. Our disclosures seek to attain the best practices in
international corporate governance. We also endeavor to enhance
long-term shareholder value and respect minority rights in all our
business decisions.

The Company is listed on NSE EMERGE Platform. Hence, filing of
Corporate Governance report for the year ended March 31, 2025 is
not applicable to Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015 a
review of the performance of the Company for the year under
review Management Discussion and Analysis Report is presented

in a separate section which is annexed to this Report as Annexure
- D.

STATUTORY AUDITOR AND THEIR REPORT:

At the 16^th Annual General Meeting held on July 22, 2024, the
members approved appointment of M/s. Abhishek Kumar &
Associates, Chartered Accountants, Ahmedabad (Registration No.
130052W) as Statutory Auditors of the Company to hold office for
a period of five years from the conclusion of 16^th AGM up to the
conclusion of 21^st AGM.

There are no qualifications, reservations or adverse remarks or
disclaimers made by the auditors in their report on the financial
statements of the Company for the Financial Year ended March
31, 2025. The notes on the Financial Statements referred to in
the Auditors' Report are self-explanatory and do not call for any
comments or explanations.

INTERNAL AUDITOR

The Board of Directors has officially appointed Ms. Renuka
Gunvantbhai Mevada, Senior Accountant, an employee of the
Company as an Internal Auditor of the Company for the Financial
Year 2024-2025 to conduct the Internal Audit of the Company. This
strategic decision demonstrates our commitment to upholding and
enhancing proper and effective internal financial control.

COST AUDITOR

The Board of Directors have appointed M/s Alok Sharma &
Company, Cost Accountants (Registration No.20551) as a Cost
Auditor of the Company for the Financial Year 2024-2025 to
conduct the Cost Audit of the Company. This appointment reflects
the Company's commitment to maintaining robust cost control
measures and ensuring transparency and efficiency in its financial
and operational processes.

SECRETARIAL AUDITOR AND THEIR REPORT:

The Board of Directors has appointed M/s. Nirav Shah & Associates,
Practicing Company Secretary to serve as the Secretarial Auditor for
out esteemed Company for Financial Year 2024-25. The Secretarial
Audit Report received from M/s. Nirav Shah & Associates, Practicing
Company Secretary, is attached herewith as ANNEXURE - E.

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

PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES
ACT, 2013:

The Information & Statement of Particulars of employees pursuant
to Section 197 of the Companies Act, 2013 and Rule 5 (1) & 5 (2)
of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed to this report as Annexure - F.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as
specified under Section 143(12) of the Companies Act, 2013.

WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure
Requirements) Regulations 2015 the Company has maintained
a functional website containing basic information about the
Company. The website of the Company is containing information
like Policies, Shareholding Pattern, Financial and information of
the designated officials of the Company who are responsible for
assisting and handling investor grievances for the benefit of all
stakeholders of the Company etc.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in
this report for the items prescribed in section 134 (3) of the Act
and Rule 8 of The Companies (Accounts) Rules 2014 and other
applicable provisions of the act and listing regulations to the extent
the transactions took place on those items during the year. Your
directors further state that no disclosure or reporting is required
in respect of the following items as there were no transactions on
these items during the year under review.

(I) Issue of Equity Shares with differential rights as to dividend,
voting or otherwise;

(II) Issue of shares (including sweat equity shares) to employees
of the Company under any scheme and ESOS;

(III) Application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016.

(IV) There is no revision in the Board Report or Financial
Statement;

(V) The details of difference between amount of the valuation
done at the time of one-time settlement and the valuation
done while taking loan from the Banks or Financial Institutions
along with the reasons thereof.

ACKNOWLEDGEMENT:

Your Directors acknowledge the dedicated service of the employees
of the Company during the year. They would also like to place
on record their appreciation for the continued co-operation and
support received by the Company during the year from bankers,
business partners and other stakeholders.

For and on behalf of Board of Directors
Positron Energy Limited

Date: 02/09/2025 Sd/- Sd/-

Place: Gandhinagar Mr. Sujit K Sugathan Mr. Rajiv Shankarankutty Menon

Registered Office: Whole-time director Managing Director

Office No. 3, IT Tower-2, Ground Floor, Infocity DIN: 01959364 DIN: 01958636

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