Your Directors have pleasure in presenting their 49^th Annual Report of the Company together with the Audited Financial Statements for the
year ended 31^st March, 2025.

1. FINANCIAL RESULTS:

The Company's financial performance for the year under review along with previous year's figures are given hereunder:

Financial Highlights: Rs In Lakhs

On Consolidated basis, the Company has registered net income of Rs. 46,109.38 lakhs as compared to Rs. 42,762.71 lakhs of previous
year. The growth is around 7.83 % as compared to the previous year.

On Standalone basis, the Company has registered a net income of Rs. 39,693.03 lakhs as compared to Rs. 37,097.78 lakhs of previous
year. The growth is around 7 % as compared to the previous year.

2. DIVIDEND:

Your Directors recommend payment of a dividend of 15% (Fifteen
percent) i.e. Rs. 1.50 (one rupee Fifty paise only) per equity share
of Rs. 10/- each for the year ended 31^st March, 2025, subject to the
approval of the members at the ensuing Annual General Meeting.

The dividend pay-out is in accordance with the Company's Dividend
Distribution Policy.

The Dividend Distribution Policy is available at Company's website:

https://www.yukenindia.com/corporate-governance-and-code-of-

conduct/

3. ANNUAL RETURN:

In accordance with the Companies Act, 2013, the Annual
Return in the prescribed format is available at Company's
website at http://www.yukenindia.com/report-result/

4. BOARD MEETINGS HELD DURING THE YEAR:

During the year, 5 (Five) meetings of the Board of Directors and
one meeting of I ndependent Directors were held. The details of
the meetings and the details of attendance of Directors in the
meetings are furnished in the Corporate Governance Report.

5. COMPLIANCE ON CRITERIA OF INDEPENDENCE
BY THE INDEPENDENT DIRECTORS:

All Independent Directors of the Company have given
declarations to the Company under Section 149 (7) of
the Companies Act, 2013 that, they meet the criteria of
independence as provided in Sub-Section 6 of Section
149 of the Act and also under the SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations").

The Board is of the opinion that, the Independent Directors of
the Company possess requisite qualifications, experience and
expertise in the field of manufacturing, finance, auditing, tax,
economic, legal and Regulatory matters, Strategic thinking/
planning, decision making, leadership, knowledge about the
Company's business and protect interest of all stakeholders.

In compliance with the Rule 6(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014,
Independent Directors have registered themselves with the
Indian Institute of Corporate Affairs.

6. REMUNERATION POLICY OF THE COMPANY:

The Remuneration Policy of the Company for appointment
and remuneration of the Directors, Key Managerial Personnel
and Senior Management of the Company along with
other related matters have been provided in the Corporate
Governance Report.

As and when need arises for appointment of Director, the
Nomination and Remuneration Committee (NRC) of the
Company will determine the criteria based on the specific

requirements. NRC while recommending candidature to the
Board, will take into consideration the qualification, attributes,
experience and Independence of the Candidate. Director(s)
appointment and remuneration will be as per NRC Policy of
the Company.

A Statement of Disclosure of Remuneration pursuant to
Section 197 of the Act. Read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is forming part of this report.

7. ANNUAL EVALUATION OF BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board of Directors have carried out an annual evaluation of
its own performance, its Committees and Directors pursuant to
the requirements of the Act and the Listing Regulations.

Further, the Independent Directors, at their exclusive meeting
held during the year, reviewed the performance of the Board,
its Chairman and Non- Executive Directors and other items as
stipulated under the Listing Regulations.

8. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF
THE COMPANY:

There have been no significant and material orders passed
by the Regulators or Courts or Tribunals impacting the going
concern status and Company's operations.

9. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:

LOANS:

During the year under review, your Company has not granted
any loan within the meaning of Section 186 of the Companies
Act, 2013.

INVESTMENTS:

During the year under review, your Company has not made
any investments within the meaning of Section 186 of the
Companies Act, 2013.

CORPORATE GUARANTEE:

During the year under review, the Company has granted the Corporate Guarantees to its Subsidiary Companies and existing Guarantees
are renewed. The details of Guarantees granted and outstanding as on 31^st March, 2025 are as under.

The above loans, guarantees and investments are within the limits prescribed under Section 186 of the Companies Act, 2013.

10. AMOUNT, IF ANY, PROPOSED TO BE
TRANSFERRED TO RESERVES:

During the year under review, the Company has not
transferred any money towards General Reserve and it is not
mandatorily required.

11. TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND:

a. Transfer of Unpaid Dividend:

As required under Section 124 of the Companies Act 2013
read with the investor Education and protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,

2016 and subsequent amendments thereof ("the Rules"),
the unclaimed dividend amount aggregating to Rs. 47,398
/- lying with the Company for a period of 7 (Seven) years
pertaining to the financial year ended on 31^st March,

2017 was transferred during the financial year 2024-25
to the Investor Education and Protection Fund ("IEPF")
established by the Central Government.

b. Transfer of Shares:

As required under Section 124 of the Companies Act 2013
read with the investor Education and protection Fund

Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 and subsequent amendments thereof ("the Rules"),
370 equity shares of Rs. 10/- each, in respect of which
dividend has not been claimed by the members for 7
(Seven) consecutive years or more, have been transferred
by the Company to Investor Education and Protection
Fund Authority (IEPF) during the financial year 2024-25.
Details of shares transferred have been uploaded on the
website of IEPF as well as Company.

12. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES:

In accordance with the general circular issued by the Ministry
of Corporate Affairs, Government of India, the Balance Sheet,
the Statement of Profit & Loss and other documents of the
Subsidiary Companies are not being attached to the Balance
Sheet of the Company. The consolidated financial statements
presented by the Company includes financial results of its
Subsidiary and Associate Companies.

The Annual Accounts of the Subsidiary Companies are available
on the website of the Company at http://www.yukenindia.
com/report-result/

The details of financial performance of Subsidiaries and Associate Companies are furnished as under:

Statement containing salient features of financial statements of subsidiaries and associate Companies in Form AOC-1 is enclosed
herewith as 'Annexure-1' forming part of this report.

During the current financial year, the Company divested 13,500 shares on 25 September 2024, reducing its ownership in Bourton
Consulting (India) Private Limited to 18.85%. As a result, Bourton Consulting (India) Private Limited no longer qualifies as an associate
entity of the Company.

13. RELATED PARTY TRANSACTIONS:

The Board of Directors has adopted a policy on Related Party
Transactions. The objective is to ensure proper approval,
disclosure and reporting of transactions as applicable, between
the Company and any of its related parties. All contracts or
arrangements with related parties, entered into or modified
during the financial year were at arm's length basis and in the
ordinary course of the Company's business.

Transactions with related parties, as per requirements of
Indian Accounting Standard 24 are disclosed in the Note No.
45 of the Notes forming part of the financial statements in the
Annual Report.

Your Company's Policy on Related Party Transactions, as adopted
by your Board, can be accessed on the Company's website.

https://www.yukenindia.com/corporate-governance-and-

code-of-conduct/

Particulars of contracts or arrangements with related parties
referred to in Section 188(1) along with the justification for
entering into such contracts or arrangements in Form AOC-2 is
enclosed herewith as 'Annexure-2', forming part of this report.

14. MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY FROM THE END OF FINANCIAL
YEAR AND TILL THE DATE OF THIS REPORT:

There is no material changes and commitments, affecting the
financial performance of the Company occurred between the
end of the financial year of the Company to which the Financial
Statements relate and the date of this Report.

The Board of Directors of the Company at their meeting held
on 23^rd May 2025 considered the issue of equity shares not
exceeding 7,00,000 on preferential basis for consideration
in cash to Yuken Kogyo Company Limited, Promoters of the
Company at an issue price which shall not be less than floor
price computed on relevant date in accordance with Chapter V
of SEBI (ICDR) Regulations, 2018.

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

Pursuant to provisions of Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014. The details are as under:

Conservation of Energy:

Steps taken or impact on conservation of energy:

> Replaced conventional light fixtures with energy efficient
LED light fixtures in the plant.

> In order to conserve water, the waterless Urinals have
been installed in all restrooms of the main plant.

> Power factor was maintained at 0.99 by identifying and
replacing faulty capacitors, increasing the frequency of
periodical/preventive maintenance of capacitor banks.

> Installation of Servo Stabilizer in Shop floor and certain
office lighting reduced maintenance cost and saving
in energy.

> Reduction in total energy footprint through various capital
projects ranging from installation of energy efficient
pumps, solar street lights in walking area and factory
areas, etc.

> Replacement of old age screw compressor having low
working efficiency with new air compressor.

> For natural lighting, transparent sheet has been installed in
all the plants to reduce energy consumption.

> To reduce the temperature inside the shop floor, various
types of plants has been planted vertically on the walls.

> The factory has installed 22 waterless urinals resulting in
saving up to 22 lakh liters of water per year.

> Grey water from the Canteen, Toilets across the factory is
treated through the STP and this treated water is used for
gardening purposes across the factory.

> Initiation of rainwater harvesting projects - Roof water is
collected in a 50 Lakh liters tank and used for gardening.

> Solar street lights installed at 10 poles aids in power saving,
around 25 to 40 watts for each light.

> Roof top solar panels and heaters are set-up at canteen
and washing areas in the plant.

> Photo sensors and movement sensors are installed
at multiple locations in the factory thereby reducing
power consumption.

1. Foreign Exchange Earnings and Outgo:

a. Foreign Exchange Earnings: Rs. in lakhs

b. Expenditure in Foreian Currency: Rs. in lakhs

c. Remittance in Foreign Currency on Account of:

Rs. in lakhs

2. Research and Development (R&D):

The Company continues to invest in R&D activities
towards development of new products and applications,
improvement in operating efficiencies and reduction in
manufacturing costs.

The Company has developed certain pumps, valves
etc., which are energy efficient and as per the customer
requirements. The core idea of the Company's investments
in R&D is to initiate product upgradations and to develop
new products that would give an edge over competitors.

(a) Specific areas in which R&D is carried out by the

Company:

i. Introduction of indigenized range of Piston
pumps into the Indian market. The pumps have
already undergone extended period of field
testing. We plan to expand this range of pumps
to suit various applications inline with our
product expansion strategy.

ii. Several concepts of energy saving hydraulic
power units have been designed to suit
customer requirements.

iii. Development of high pressure valves and
pumps for steel industries.

iv. In keeping with the Company's focus on energy
saving, sustainable technology and in line with
the Company's strength in manufacture of
vane pumps, a new line of variable volume of
vane pumps, PVV Series is being introduced.
Currently most such pumps used in the country
are imported. We are confident that our new
PVV Series will become the variable volume vane
pump of choice in the industry.

(b) Benefits derived as a result of above R&D efforts:

Special products developed to meet specific

requirements of customers which enable your

Company to develop niche markets for growth.

(c) Future plan of action:

> Development of additional range of products.

> Strong focus on employee involvement to
eliminate wastage in operations through
focused initiatives.

> Focus on process improvements to enable the
Company to penetrate into the export market.

(d) Expenditure on R&D:

There is a continuous increase in R&D expenditure as
the scope of activities carried out keeps on increasing.

3. Technology Absorption, Adaptation and

Innovation:

(a) Efforts in brief, made towards technology
absorption, adaptation and innovation:

> Special models of energy saving pumps and
valves have been designed to meet specific
needs of customers and these have enabled us
to extend our customer base to include a wider
range of industries.

> Indigenization is a continuous ongoing effort,
the Company is focusing on Make in India
concept and Atmanirbhar Bharat Abhiyan
introduced by Government of India.

(b) Benefits derived as a result of the above efforts:

> Dependency on imports is minimized /
import substitution.

> Reduction of material cost.

> Improvement in Quality and product
performance characteristics.

> Ability to innovate and produce new products.

> Development of competency to manufacture
for the global market. .

(c) Information regarding technology imported
during the last five years reckoned from the
beginning of the financial year: Technology
absorption is under process.

16. DETAILS OF CHANGE IN NATURE OF BUSINESS,
IF ANY:

During the year, there was no change in the nature of business
of the Company..

17. THE DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
(31 OF 2016) DURING THE YEAR ALONGWITH
THEIR STATUS AS AT THE END OF THE FINANCIAL
YEAR:

There is no application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2013 as on 31^st
March, 2025.

18. 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:

Not Applicable.

19. DEPOSITS:

During the year under review, your Company did not accept
any deposit within the meaning of the provisions of Chapter
V - Acceptance of Deposits by Companies read with the
Companies (Acceptance of Deposits) Rules, 2014.

Pursuant to the Ministry of Corporate Affairs notification
amending the Companies (Acceptance of Deposits) Rules,
2014, the Company has filed with the Registrar of Companies
the requisite returns for outstanding receipt of money/loan by
the Company, which are not considered as deposits.

20. BOARD OF DIRECTORS:

The Board of Directors comprises of a combination of
Executive/Non-Executive Directors and Independent Directors
who are professionals in their respective fields and bring in a
wide range of skills, experience and expertise. The composition
of Board is as under;

The details of directors or key managerial personnel who
were appointed or have resigned/retired during the year are
as under:

a. Mr. Tadanori Okada (DIN: 10727075) was appointed as an
Additional Director on 07^th August, 2024 and re-designated
as Non- Executive Director on 5^th September, 2024.

b. Mr. Yoshitake Tanaka has been re-designated as a Non¬
Executive, Non-Independent Director, effective September
20, 2024, from his position as Whole-Time Director.

c. Srinivasan Rangarajan (DIN: 00043658) Director has retired
from Board of Directors with effect from 02^nd September
2024 on completion of his tenure as Independent Director
of the Company.

d. Dr. Premchander (DIN: 02278652) Director has retired from
Board of Directors with effect from 02^nd September 2024
on completion of his tenure as Independent Director of
the Company.

e. Mr. Hideharu Nagahisa (DIN: 07913414) has retired from
Board of Directors with effect from 05^th September 2024
on completion of his tenure as Non-Executive Director.

f. Mrs. Vidya Rangachar (DIN: 02612252) has resigned
from Board of the Company with effect from 05^th
September 2024 on completion of his tenure as Non¬
Executive Director.

g. Mr. Hidemi Yasuki (DIN: 08494981) Director of the
Company had resigned from the Board of the Company
with effect from 05^th September 2024.

21. PARTICULARS OF KEY MANAGERIAL PERSONNEL
AND SENIOR MANAGEMENT PERSONNEL

Details of Key Managerial Personnel and Senior Management

Personnel as at 31^st March, 2025 as defined under Listing

Regulations are as follows:

Senior Management Personnel

22. INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

The details on Internal Control Systems and their adequacy are
provided in the Management's Discussion and Analysis which
form part of this Report.

23. RISK MANAGEMENT POLICY:

As per the Market Capitalization as on 31^st March, 2021,
Risk Management Committee provisions are applicable to
Company as Company does fall under the Top 1000 companies
based on Market Capitalization. Hence, as per provisions of
Regulation 3(2)(c) the listed company shall continue to comply
with relevant provisions that were applicable to it based on
the market capitalization of previous year and continues to
remain applicable on the basis of its rank in the list prepared by
recognized stock exchanges.

However, in compliance with the provisions of Regulation
21 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a Risk Management Committee has been
constituted by the Board along with Risk Management Policy.
Composition of the Committee and other details are provided
in Corporate Governance Report.

Risks are identified by the respective departmental heads.
Each Strategic Business Unit (SBU) & Corporate will carry out
the Risk Assessment for each identified risk, as applicable to
them and will document the results for each risk in the Risk
Register. Action will be taken based on the possible impact of
the identified risk. The Company has mitigated some of the
risks as mentioned below.

a. Measures taken by IT department of the Company to
mitigate risk relating to security of data and systems of
the Company.

b. Security measures in the manufacturing units of the
Company to prevent accidents.

c. Installation of CC TV cameras and siren at factory for safety
of the employees.

d. Measures taken by the Company to mitigate foreign
exchange transaction risks.

e. Action being taken to take care of welfare of the employees
and other stakeholders.'

24. CORPORATE SOCIAL RESPONSIBILITY ("CSR")
INITIATIVES:

The Company has a Policy on Corporate Social Responsibility
and has constituted a CSR Committee as required under the
Act, for implementing the various CSR activities. Composition
of the Committee and other details are provided in Corporate
Governance Report. Education, Health Care, Protection of
Indian Art and Culture, Animal Welfare, Rural Development,
disaster management including relief etc., are the focal areas
under the CSR Policy.

The Company has implemented various CSR projects directly
and/ or through implementing partners and the projects
undertaken by the Company are in accordance with Schedule
VII of the Act. The Company has spent an amount of Rs. 32.24
lakhs for identified CSR activities during the financial year
ending 31^st March, 2025. A detailed Report on CSR is enclosed
as 'Annexure-3' forming part of this report.

25. DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the
information and explanations obtained by us, your Directors
make the following statements in terms of Section 134(3) and
134 (5) of the Act, that:

(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with
proper explanation relating to material departures;

(b) 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 as
at the end of the financial year and of the profit and loss of
the Company for that period;

(c) 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) The Directors had prepared the annual accounts on a
going concern basis;

(e) The Directors had laid down internal financial controls
to be followed by the Company as applicable to listed
companies and such internal financial controls are
adequate and were operating effectively; and

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

26. SECRETARIAL STANDARDS:

The Company complies with all the applicable mandatory
secretarial standards issued by Institute of Company Secretaries
of India.

27. COMMITTEES OF THE BOARD:

As on 31^st March, 2025, the Board had 5 (Five) committees:

a) The Audit Committee

b) The Corporate Social Responsibility Committee

c) The Nomination and Remuneration Committee

d) Stakeholder's Relationship Committee and

e) Risk Management Committee.

A majority of the committees consists entirely of independent
directors. During the year, all recommendations made by the
committees were approved by the Board. A detailed note on
the composition of the Board and its committees are provided
in the corporate governance report, which form part of
this report.

28. WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism for Directors and
Employees to report their concerns about unethical behavior,
actual or suspected fraud or violation of the Company's Code
of conduct. The mechanism provides for adequate safeguards
against victimization of Director(s) and Employee(s) who avail
of the mechanism.

The Company has published the Whistle Blower Policy in its
website, a web link of which is as under:

https://www.yukenindia.com/corporate-governance-and-

code-of-conduct/

29. DISCLOSURE AS PER THE SEXUAL HARASSMENT
OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT 2013:

The Company has zero tolerance towards sexual harassment
at the work place and has adopted a policy on prevention,

prohibition and redressal of sexual harassment at work place
in line with the provisions of the Sexual Harassment of women
at work place (Prevention, Prohibition and Redressal) Act, 2013
and rules made thereunder. As required under law, an internal
Compliance Committee has been constituted for reporting and
conducting inquiry into the complaints made by the victim on
the harassments at the work place.

During the Financial Year 2024-25, no complaints were received
under sexual harassment of women at work place (prevention,
prohibition and redressal) act 2013:

30. COMPLIANCE UNDER MATERNITY BENEFIT ACT,
1961:

The Company confirms that it is in compliance with the
provisions of the Maternity Benefit Act, 1961. The Company
provides maternity leave and all other benefits as prescribed
under the Act to its women employees. provision of nursing
breaks, and maintenance of prescribed records. Further, in
accordance with the requirements of the Act, the Company
has made arrangements for creche facilities at its workplace,
wherever applicable, to support the well-being of women
employees and their children.

31. DETAILS OF REVISION OF FINANCIAL
STATEMENTS:

During the year, there was no revision of the financial
statements of the Company.

32. FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS:

As part of the Familiarization Programme, Independent
Directors of the Company have been made aware of the
following information:

a. Rules and regulations pertaining to their appointment as
Independent Directors,

b. Duties and responsibilities of the Independent Directors
towards the Company and its stakeholders,

c. Code of conduct to be followed by them and

d. Company's policies and procedures.

33. DETAILS OF REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013
READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014:

a. Ratio of remuneration of each Director/KMP to the median employee's remuneration and the percentage increase/decrease in the
remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial
year 2024-25:

b. The total number of employees across the group as on 31^st
March, 2025 was 1300 (previous year: 1144).

c. Percentage decrease in median remuneration of
employees for the financial year is -3%.

d. Average percentage increase/decrease already made in
the salaries of employees other than the key managerial
personnel in the last financial year and its comparison
with the percentage increase in the managerial
remuneration and justification thereof and point out if

there are any exceptional circumstances for increase in the
managerial remuneration:

> Percentage Increase of salaries of employees other
than the key managerial personnel in the financial
year: 15% as compared to previous year.

> Percentage Increase in the key managerial
remuneration in the financial year: -5% as compared
to previous year.

e. The key parameters for any variable component of
remuneration availed by the Directors.

Commission payable to Directors has been calculated
on the basis of net profits of the Company under the
provisions of Section 197 of the Companies Act, 2013 and
based on the Nomination and Remuneration Policy of the
Company. The Directors (Non-executive) are eligible for
the commission on the net profit of the Company for the
financial year 2024-25.

f. The ratio of the remuneration of the highest paid Director
to that of the employees who are not Directors but receive
remuneration in excess of the highest paid Director during
the year: NIL

It is hereby affirmed that the remuneration paid to the
Directors is as per the Nomination and Remuneration
Policy of the Company.

g. Information as per Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014:

i. Employed throughout the financial year and were in
receipt of remuneration for the year, in the aggregate
of not less than Rs. 102 lakhs - NIL

ii. Employed for a part of the financial year and were
in receipt of remuneration for any part of the year,
at a rate which, in the aggregate, was not less than
Rs. 8.50 lakhs per month - NIL

iii. Employed throughout the financial year or part
thereof, was in receipt of remuneration in the year
in excess of that drawn by the managing Director
and holds by himself or along with his spouse and
dependent children, not less than two percent of the
equity shares of the Company - NIL

34. SHARE CAPITAL:

The Board provides following disclosures pertaining to

Companies (Share Capital and Debentures) Rules, 2014:

The Authorized share Capital of the Company is Rs. 17,00,00,000
consisting of 1,70,00,000 Equity Shares of Rs. 10/- each and
paid up equity share capital of the Company is Rs. 13,00,00,000
consisting of 1,30,00,000 equity shares of Rs. 10/- each as on
31^st March, 2025.

During the year under review, the Company has not issued any
equity shares.

35. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act,
2013, read with The Companies (Cost Records and Audit) Rules,
2014 as amended from time to time, the Board of Directors, on
the recommendation of the Audit Committee, have appointed
M/s. Adarsh Sharma & Co, Cost Accountants, Bengaluru, as
Cost Auditors for conducting Cost Audit for the financial year
2024-25. Your Directors proposed to ratify the remuneration
payable to them for the financial year 2024-25 at the ensuing
Annual General Meeting.

A resolution seeking Member's approval for remuneration
payable to Cost Auditor forms part of the Notice of the Annual
General Meeting of the Company and same is recommended
for your consideration.

36. STATUTORY AUDITORS:

Pursuant to provisions of Section 139 of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules, 2014,
M/s. Walker Chandiok and Co., LLP, Chartered Accountants
(Firm Registration No.001076N /N500013), were appointed as
Statutory Auditors of the Company for a term of 5 years and to
hold the office until the conclusion of the 51^st (Fifty first) Annual
General Meeting to be held in the year 2027.

There are no qualifications in their report for the financial year
ended 31^st March, 2025. Further, the Auditors of the Company
have not reported any fraud as specified under Section
143(12) of the Act. The Auditor's Report is enclosed with the
financial statements.

37. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and Rules made there under, the Board of Directors
has appointed M/s. Joseph & Chacko LLP, Practicing Company
Secretaries to undertake the Secretarial Audit of the Company
for FY 2024-25. The Secretarial Auditors Report for FY 2024-25
does not contain any qualifications. The Report of the
Secretarial Audit is annexed herewith as 'Annexure 4' forming
part of this report.

38. CORPORATE GOVERNANCE REPORT AND
CERTIFICATE:

Your Company is committed to maintain high standards of
Corporate Governance. A report on Corporate Governance
along with a Certificate from the Statutory Auditors on
compliance of Corporate Governance is attached as 'Annexure
-5' forming part of this report. The certificate does not contain
any qualifications.

39. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT:

In terms of Regulation 34 (2) (f) of SEBI (LODR) Regulations as
amended with effect from 5^th May 2021, the requirement of
furnishing business Responsibility Report shall apply to top
one thousand listed entities based on market capitalization
(Calculated as on 31^st December of every year). As we do not
fall under the category of top one thousand listed entities as
on 31^st March 2025, we are not required to prepare Business
Responsibility and Sustainability Report. Hence the report is
not prepared for the financial year 2024-25.

40. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis (MDA) forms part of
the Annual Report setting out an analysis of business including
the industry scenario, performance, financial analysis and
risk mitigation.

The Report of the Management Discussion and analysis is
annexed herewith as Annexure 6' forming part of this report.

41. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standard Ind AS-110 on
"Consolidated Financial Statements" read with Accounting
Standard Ind AS-28 on "Accounting for Investments in

Associates", the audited Consolidated Financial Statements are
provided in the Annual Report.

42. FORWARD-LOOKING STATEMENTS:

This report contains forward-looking statements that involve
risks and uncertainties. When used in this report, the words
"anticipate" "believe", "estimate", "expect" "intend" "will" and
other similar expressions as they relate to your Company and
/ or its business are intended to identify such forward-looking
statements. Your Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events, or otherwise. Actual
results, performance or achievements could differ materially
from those expressed or implied in such forward looking
statements. This report should be read in conjunction with the
financial statements included herein and notes thereto.

43. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to
the Customers, bankers, business associates, consultants,
Regulatory authorities, Stock Exchanges, various Government
Authorities and all the stakeholders for their continued support
extended to your Company's activities during the year. Your
Directors also acknowledge their gratitude to the Shareholders
of the Company, for their continuous support and confidence
reposed on the Company. Your Directors wish to place on
record their appreciation of the dedicated and untiring hard
work put by the employees at all levels.

For and on behalf of the Board of Directors

Parabrahman Tadimalla K Chandrashekar Sharma C P Rangachar

Place: Bengaluru Director Director Managing Director

Date: 28^th May 2025 DIN: 01392252 DIN: 09505130 DIN: 00310893

1

Part of the year.

2

“Remuneration from 06^th December 2023 to 31^st March 2024.

Notes:

1. The Net Profit after tax has decreased by Rs.75.29 lakhs (excluding other comprehensive income) as compared to the previous
year and the remuneration of the Managing Director has increased by 9.61%. The remuneration is within the limit specified in
Schedule V.

2. Remuneration paid /payable to Managing Director and Non-Executive Directors for the financial year 2024-25 is inclusive of
Salary, Commission and Sitting Fees.

3. All Non-Executive and Independent Directors are eligible for Commission of 1% on the Net profit of the Company, The Net
profit is calculated as per the provisions of Section 198 of the Companies Act, 2013.