Your Directors have the pleasure in presenting the 49^lhAnnual Report of the Company on the
business and operations of the Company together with the Audited Financial Statements for
the financial year ended March 31, 2025.

1. FINANCIAL RESULTS:

The Company’s performance during the financial year ended March 31, 2025 as
compared to the previous financial year is summarized below:

2. OPERATIONS

The total income for the year under review was Rs. 3,52,225/- as compared to Rs.

19,46,247/- in the previous year. The Company has incurred loss of Rs. 5,99,121/-
as compared to a profit of Rs. 10,29,725/- in the previous year.

3. DIVIDEND

Your Directors have not recommended any dividend for the financial year 2024-25.

4. SHARE CAPITAL

The paid up equity capital as on March 31, 2025 was Rs.30,62,330/- (Rupees Thirty
Lakhs Sixty two Thousand Three Hundred and Thirty Only). There was no public
Issue, right issue, bonus issue or preferential issue etc. during the year. The
Company has not issued shares with differential voting rights, sweat equity shares
nor has it granted any stock options.

5. CHANGES IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of your Company.

6. AMOUNTS TRANSFERRED TO RESERVES

Yours directors do not recommend transfer of any amount to the reserves.

7. PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 for
the Financial year 2024-25.

Form DPT 3 - Reporting of amount not considered as deposit for FY 2024-25 filed by
the company on 26.06.2025.

8. LOAN FROM DIRECTORS

During the year under review, the company did not borrow any amount from the
directors or relative of the directors.

9. COMPOSITION OF THE BOARD

The present composition of the Board of the Company is as follows:

There were no changes in the composition of the Board of Directors during the period
under review.

In accordance with the provisions of Companies Act, 2013 and as per Articles of
Association of the Company, Mr. Rohit Doshi, Director of the Company is liable to
retire by rotation at the forthcoming Annual General Meeting and has offered himself
for re-appointment and the Board recommends his re-appointment.

Based on the confirmations received from Directors, none of the Directors
disqualified under Section 164 of the Companies Act, 2013 - Annexure 2.

There were no resignations of Directors from the Board of Directors of the Company
during the financial year under review.

Key Managerial Personnel

Mr. Prakhar Singh Taunk, Company Secretary and Compliance Officer appointed
w.e.f. 01.06.2024 in place of Mr. Akshar Jagdish Patel, Company Secretary and
Compliance Officer who resigned due to his personal reason w.e.f. 13^lh May 2024.

MEETINGS OF THE BOARD

During the Financial Year, Nine Board Meetings were held on 14.05.2024,
24.05.2024, 01.06.2024, 05.07.2024, 12.08.2024, 23.09.2024, 11.11.2024, 07.02.2025
and 06.03.2025. The maximum gap between any two meetings was not more than
120 days.

COMMITTEES OF THE BOARD:

1) Audit Committee

In terms of section 177(2) read with section 134(3) of the Companies Act, 2013 and
Regulation 18(1) of the SEBI (LODR) Regulations, the Company constituted Audit
Committee. The Audit Committee has been constituted to evaluate and oversee
financial reporting processes, review the financial statements, quarterly,
Quarterly/annual financial results, adequacy of internal control systems, discussions
with the Auditors on any significant findings, etc.

a. Composition of the Audit Committee

b. Meetings of the Audit Committee

During the year, Four Audit Committee Meetings were held on 24.05.2024,
12.08.2024, 11.11.2024 and 07.02.2025

2) Nomination & Remuneration Committee

In accordance with Section 178 of the Act read along with the applicable Rules
thereto and Regulation 19 of the Securities Exchange Board of India (Listing
Obligation and Disclosures Requirements) (Amendments) Regulations, 2018, the
Board has a “Nomination and Remuneration Committee” to review and to
recommend the remuneration payable to the Executive Directors and Senior
Management of the Company.

b. Meetings of the Nomination & Remuneration Committee

During the financial year 2024-25, the Nomination & Remuneration Committee

(N&RC) met two times on 14.05.2024 and 01.06,2024.

The Remuneration Policy of the Company envisages as follows:

1. Remuneration to Directors. Key Managerial Personnel and senior management
involves a balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the Company and its goals.

2. Formulation of the criteria for determining qualifications, positive attributes and
independence of a Director and recommend to the Board a policy, relating to the
remuneration of the Directors, key managerial personnel and other employees;

3. Formulation of criteria for evaluation of Independent Directors and the Board;

4. Devising a policy on Board diversity;

5. Identifying persons who are qualified to become Directors and who may be
appointed in senior management in accordance with the criteria laid down, and
recommend to the Board their appointment and removal.

3) Stakeholders Relationship Committee

The Stakeholders Relationship Committee constituted specifically to look into the redress-al of

the grievances of the security holders of the Company.

a. Com position of the Committee:

b. Meetings of the Committee:

During the year, one meeting were held of the Committee on 24.05.2024.

10. DECLARATION BY THE INDEPENDENT DIRECTORS

Since the company is in the process of appointment of independent directors,
independence criteria by the Independent director is not given

11. BOARD EVALUATION

The Company has devised a Policy for performance evaluation of Independent
Directors, Board, Committees and other individual Directors. The Nomination and
Remuneration Committee of (he Board is entrusted with the responsibility in respect of
the same. The Committee studies the practices prevalent in the industry and advises the
Board with respect to evaluation of Board members. On the basis of the
recommendations of the Committee, the Board carries an evaluation of its own
performance and that of its Committees and individual Directors.

12. REMUNERATION TO DIRECTORS AND EMPLOYEES

No remuneration paid to any Directors except sitting fees during the year under
review. As required under the provisions of Companies Act, 2013 and Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, there are no employee falling under the above category, thus no
information is given in the report - Annexure 3

During the year, the company has paid remuneration of Rs.3,25,000/- to the
Company Secretary and Compliance Officer.

13. DIRECTORS’ RESPONSIBILITY STATEMENT

In compliance to the requirements of Section 134 (3) (c) of the Companies Act, 2013,
your Directors confirm that:

a. The Company has followed the applicable accounting standards in the
preparation of the Annual Accounts and there has been no material departure.

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

c. That the Directors had 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.

d. That the Directors had prepared the annual accounts on a going concern basis.

e. That the Directors had laid down internal financial control which are adequate
and were operating effectively;

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

14. STATUTORY AUDITOR

M/s. JMT & Associates, Chartered Accountants (FRN 104167W) were appointed as
Statutory Auditors of the Company, for a term of five years, at the Annual General
Meeting held on 02^nd August. 2024 and their term is expiring in the conclusion of the
53^rd Annual General Meeting to be held in the year 2029. They have confirmed that
they are not disqualified as Auditors of the Company.

EXPLANATION(S) / COMMENT(S) TO QUALIFICATIONS,
RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE
STATUTORY AUDITORS:

The Notes on financial statement referred to in the Auditors’ Report are self-
explanatory and do not call for any further comments except non-appointment of
Interna! Auditor. The Auditors' Report docs not contain any qualification,
reservation, adverse remark or disclaimer.

With regard to the appointment of Internal Auditor, company is in process of
appointing Internal Auditor.

DETAILS OF FRAUDS REPORTED BY AUDITOR

During the Financial Year 2024-25, the Statutory Auditors have not reported any
incident of fraud to the Board of Directors of the Company pursuant to provisions of
Section 143(12) of the Companies Act, 2013.

APPOINTMENT OF COST AUDITOR:

The provision of section 148 of the Act relating to Appointment of cost auditor are
not applicable to the Company.

MAINTENANCE OF COST RECORDS

During the Financial Year 2024-25, the Company was not required to maintain any
cost records.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013 and the Rules made there under,
Manisha Chindarkar (M.No. A46479), Practicing Company Secretary appointed as
Secretarial Auditor of the Company. The Secretarial Audit Report issued attached
herewith as “Annexure 1 ”

15. INTERNAL FINANCIAL CONTROL SYSTEMS

Your Company has put in place adequate internal financial controls with reference to
the financial statements commensurate with the size and nature of operations of the
Company except Company has not appointed Internal Auditor and such internal
financial control over financial reporting were operating effectively as at March 31,
2025 as per Annexure ‘B’ to the Financial statement of the company.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR
provisions are not applicable to your Company.

17. EXTRACT OF ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with
Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy
of the annual return is placed on the website of the Company and can be accessed at
http:/ 'sashwattechnocrats.com'

18. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
(IF ANY)

Your Company has no subsidiary Company, Joint Ventures or Associate Companies
during the year under review.

19 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGOINGS

Particulars required to be furnished by the Companies as per Rule 8 of Companies
(Accounts) Rules, 2014, are as follows:

A. RULE 8 SUB-RULE 3 (A) PERTAINING TO CONSERVATION OF
ENERGY

The activities carried out by your Company are not energy intensive. Hence, no step
for Conservation of Energy is required to be taken by the Company. However,
Energy Conservation continues to be an area of high priority for the Company.
Constant attention is given to the cost effective use of energy in all operations.

B. SUB-RULE 3 (B) PERTAINING TO TECHNOLOGY ABSORPTION

Technology absorption is not applicable to the Company. However, it is to be noted
that the Company strives to upgrade and update its technology in order to provide
better services to all its stakeholders.

C. RULE 8 SUB-RULE 3 (C) PERTAINING TO FOREIGN EXCHANGE
EARNINGS AND OUTGO

There are no Foreign Exchange Earnings and outgo during the Financial Year 24-25.

20. RELATED PARTY TRANSACTIONS

The transactions entered with Related Parties during the financial year 2024-2025
were on an arm’s length basis and in the ordinary course of business and the
provisions of Section 188 of the Companies Act, 2013 are not attracted. Further,
during the year under review, there are no materially significant related party
transactions, which may have a potential conflict with the interest of the Company at
large. Accordingly, the disclosure required under Section 134(3)(h) of the Act read
with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not
applicable to the Company.

The company have paid Director Sitting Fees of Rs,25,000/- to the Director for
attending the meeting during the year under review.

21. MATERIAL CHANGES AND COMMITMENTS

During the year under review, there has been no significant and material order passed
by the regulators or courts or tribunals impacting the going concern status and
company’s operations in future.

22. RISK MANAGEMENT

The Company’s risk management framework identifies and evaluates all the risks that
the organization faces such as strategic, financial, credit, market, liquidity, security,
property, legal, regulatory, reputational and other risks. The Company recognizes that
these risks need to be managed and mitigated to protect its shareholders and other
stakeholders, to achieve its business objectives and enable sustainable growth. The
risk framework is aimed at effectively mitigating the Company’s various business and
operational risks, through strategic actions. Risk management is integral part of our
critical business activities, functions and processes. The risks are reviewed for the
change in the nature and extent of the major risks identified since the last assessment.
It also provides control measures for risks and future action plans. The Company
believes that the overall risk exposure of present and future risks remains within risk
capacity.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees or investments made during the Financial Year
2024-25, if any, have been disclosed in the notes attached to and forming part of the
Financial Statements of the Company prepared for the Financial Year ended March
31, 2025, as per the provisions of Section 186 and Section 134(3)(g) of the
Companies Act, 2013.

24. DETAILS OF INVESTOR’S GRIEVANCES/ COMPLAINTS

The Company has not received any complaints during the year. The pending
complaints of the Shareholders/Investors registered with SEBI at the end of the
current financial year ended on 31^s1 March, 2025 are NIL.

25. CORPORATE GOVERNANCE

As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd
September, 2015, of Securities and Exchange Board of India (Listing Obligations And
Disclosure Requirements) Regulations, 2015, the Paid up equity capital as on the last
day of previous financial year and Net Worth both were not exceeding the limit as
given under the regulation 15 of the Securities and Exchange Board of India (Listing
Obligations And Disclosure Requirements) Regulations, 2015. Therefore, in terms of
the said circular the compliance with the corporate governance provisions as
specified in Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i)
of sub regulation (2) of regulation 46 and Para C , D and E of Schedule V, are not
applicable to our Company during the year 2024-25.

26. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of
seven years. Therefore, there were no funds which were required to be transferred to
Investor Education and Protection Fund (1EPF).

27. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

As per Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis Report forms part of
this Annual Report attached as “Annexure 4”.

28. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE COUNT /
UNCLAIMED SUSPENSE ACCOUNT

As on March 31, 2025, there are no shares lying in the demats suspense account or
unclaimed suspense account.

29. VIGIL MECHANISM

The Vigil Mechanism provides for (a) adequate safeguards against victimization of
persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the
Audit Committee of the Board of Directors of the Company in appropriate or
exceptional cases. The Audit Committee of the Board has been entrusted with the
responsibility of overseeing the Vigil Mechanism.

30. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMAN AT
WORKPLACE (PREVENTION, PROHIBITION & REDRESS-AL) ACT, 2013

Your Company is committed to provide and promote a safe, healthy and congenial
atmosphere irrespective of gender, caste, creed or social class of the employees. There
are no employees in the company, hence, disclosure under this Act is not applicable
to the company. The following is a summary of sexual harassment complaints
received and disposed off during the year:

Number of complaints of sexual harassment received in the year : Nil
Number of complaints disposed off during the year : Nil

Number of cases pending for more than ninety days : Nil

31. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE
UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was filed for corporate insolvency resolution process, by a financial or
operational creditor or by the company itself under the IBC before the NCLT.

32. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION
DONE AT THE TIME OF FAKING LOAN FROM BANK AND AT THE
TIME OF ONE TIME SETTLEMENT

During the year, there was no instance of onetime settlement with any Bank or
Financial Institution since there is no borrowing by the company from bank or
financial institution.

33. MATERNITY BENEFIT

During the year under review, this clause not applicable.

34. SECRETARIAL STANDARDS

Your Company is in compliance with the Secretarial Standards on Meetings of the
Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2)
issued by the Institute of Company Secretaries of India (“ICSI”) as may be amended
from time to time.

35. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from vendors and members during the year under review.

By order of the Board of Directors
For Sashwat Technocrats Limited

Sd/- Sd/-

Rohit Sbantilal Doshi Manish Jakhalia

Place: Mumbai Director Director

Date: 05.09.2025 DIN: 03065137 DIN: 01847156