We have pleasure in presenting the 32^nd Directors’ Report on the Business and Operations
of the Company together with the audited Financial Statements for the year ended 31^st
March, 2024.

CHANGE IN MANAGEMENT ETC PURSUANT TO THE RESOLUTION PLAN
APPROVED BY THE HON’BLE NCLT, INDORE BENCH VIDE ITS ORDERS
DATED 18.08.2023:

The Hon’ble National Company Law Tribunal (“NCLT”), Indore Bench, vide Order dated

01.01.2023 (“Insolvency Commencement Order”) had initiated Corporate Insolvency
Resolution Process (“CIRP”) against the Company, based on the petition filed by the
Financial Creditor under Section 7 of the Insolvency and Bankruptcy Code, 2016 (“the
Code”) and has approved the Resolution Plan vide its Orders dated 18.08.2023.

The following are the material changes having impact on the financial position of the
Company are as follows:

Change in registered office of the Company to Sai Krishna Building,8-2-293/82/A/797/A,
Cellar Floor, Jubilee Hills, Shaikpet, Hyderabad, Telangana - 500033.

Further, the registered office was shifted to Plot.No.8-2-603/23/3 & 8-2-603/23, 15, 2nd
Floor, HSR Summit, Banjara Hills, Road No.10, Hyderabad-500034 w.e.f 20.11.2023.

3. Change in the Main Objects of the Company.

4. Amendment of Capital clause of the Company after consolidation of shares to Rs.10/-
per share. The revised Cause V is as follows:

The Authorised Share capital of the company is Rs.13,60,00,000 divided into 1,36,00,000
equity shares of Rs.10/- each.

1. FINANCIAL SUMMARY/HIGHLIGHTS/ REVIEW OF OPERATIONS/ STATE OF
COMPANY’S AFFAIRS:

The performance of the Company during the year has been as under:

During the period under review and the date of Board’s Report there was no change in the
nature of Business.

2. REVIEW OF OPERATIONS:

On Standalone basis, the total revenue of the Company for the financial year 2023-24 was
Rs. 0.62 lakhs as against Nil revenue for the previous financial year. The Company
recorded a net loss of Rs. 4.57 Lakhs for the financial year 2023-24 as against the net loss
after tax of Rs. 2.87 lakhs for the previous year.

3. DIVIDEND

As the Company recently in August, 2023 came out of “Corporate Insolvency and
Resolution Process (CIRP)” and in the absence of profit, your directors are unable to
declare any dividend for the financial year 2023-2024.

4. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on Company’s affairs and related aspects is provided under Management
Discussion and Analysis report, which has been prepared, inter-alia, in compliance with
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations,
2015 and forms part of this Report.

5. RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has
not proposed to transfer any amount to general reserves account of the company during the
year under review.

The closing balance of reserves, including retained earnings, of the Company as at March,
31^st 2024 is Rs. (2,49,80,901)/-.

6. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

Pursuant to the Hon’ble NCLT Order, Indore Bench dated 18.08.2023, the Company has
altered the Main object of the Company to carry out the business objects of the Corporate
Debtor, the business objects of Logistics, Import Export trading Software and agriculture.
The Company is yet to carry the Operations.

7. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:

The Hon’ble National Company Law Tribunal (“NCLT”), Indore Bench, vide Order dated

01.01.2023 (“Insolvency Commencement Order”) had initiated Corporate Insolvency
Resolution Process (“CIRP”) based on petition filed by the Financial Creditor under Section
7 of the Insolvency and Bankruptcy Code, 2016 (“the Code”) had appointed Mr.
Madhusudhana Rao Gonugunta as Resolution professional of the Company to manage
affairs of the Company in accordance with the provisions of the Code.

The following are the material changes having impact on the financial position of the
Company are as follows:

1.change in the registered office of the Company to Hyderabad in the state of Telangana as
mentioned below:

Sai Krishna Building,

8-2-293/82/ A/797 /A Cellar Floor,

Jubilee Hills, Road.No.35,

Hyderabad - 500036, Telangana.

2. Change in the Main Objects of the Company.

3. Amendment of Capital clause of the Company after consolidation of shares to Rs.10/- per
share. The revised Cause V is as follows:

The Authorised Share capital of the company is Rs.13,60,00,000 divided into 1,36,00,000
equity shares of Rs.10/- each.

8. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

9. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY:

The Company was admitted into Corporate Insolvency Resolution Process (“CIRP”). The
Hon’ble National Company Law Tribunal (“NCLT”), Indore Bench, vide Order dated

01.01.2023 (“Insolvency Commencement Order”) had initiated Corporate Insolvency
Resolution Process (“CIRP”) against the Company, based on the petition filed by the
Financial Creditor under Section 7 of the Insolvency and Bankruptcy Code, 2016 (“the Code”)
and has approved the Resolution Plan vide its Orders dated 14.09.2023.

1. Capital restructuring:

a) Reduction and extinguishment of existing Promoters holding to the extent of 100%:

The Holding of erstwhile promoters is reduced by 100%. As a result, the erstwhile promoters
shareholding of 1,22,65,000 shares have become zero

b) Reduction and extinguishment of non-promoters holding to the extent of 95%:

The Holding of non-promoters is reduced by 99%. As a result, the existing public
shareholding of 12,36,09,700 shares have become 1,23,610 equity shares

2. Capital infusion into the Company and allotment of equity:

The Resolution Applicant have infused an amount of Rs. 2,40,00,000/- in the manner set out
in the Resolution Plan.

Further, pursuant to the said Order, the Board of Directors in its meeting held on 16.10.2023
has approved the allotment of 5,45,150 equity shares of Rs. 10/- each to resolution applicant
and other strategic investors pursuant to the approved resolution plan.

Therefore, pursuant to the above, as on date the Authorised share capital of the Company as
on 31.03.2024 is at Rs. 13,60,00,000 divided into 1,36,00,000 equity shares of the face value
of Rs. 10/- (Rupees Ten Only) each.

Therefore, pursuant to the above, as on date the Paid- Up Capital of your Company stands at
Rs. 66,87,600 divided into 6,68,760 (Six lakhs Sixty-Eight Thousand Seven hundred and
sixty-only) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each.

10. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the
relevant circulars and amendments thereto, the amount of dividend remaining unpaid or
unclaimed for a period of seven years from the due date is required to be transferred to the
Investor Education and Protection Fund (“IEPF”), constituted by the Central Government.

During the Year, no amount of dividend/ was unpaid or unclaimed for a period of seven years
and therefore no amount/shares is required to be transferred to Investor Education and
Provident Fund under the Section 125 (1) and Section 125 (2) of the Act.

11. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to provisions of the Companies Act, 2013 read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended
from time to time. During the Year, no amount of dividend/ was unpaid or unclaimed for a
period of seven years and therefore no amount/shares is required to be transferred to Investor
Education and Provident Fund under the Section 125 (1) and Section 125 (2) of the Act.

12. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF
DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

a.) Appointments:

Pursuant to the Orders dated 18.08.2023 of Hon’ble NCLT, Indore Bench, following
appointments have taken place during the year:

b.) Resignations:

Pursuant to the Orders dated 18.08.2023 of Hon’ble NCLT, Indore Bench, Following
Directors have been deemed as resigned during the year:

c) Information u/r 36(3) of SEBI (LODR), Regulations, 2015:

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief
particulars of the Directors seeking appointment/re-appointment are given as Annexure A
to the notice of the AGM forming part of this Annual Report.

13. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS.

The Company has received declarations from all the Independent Directors of the
Company confirming that they meet with both the criteria of independence as prescribed
under sub-section (6) of Section 149 of the Companies Act, 2013 and under Reg.16(1)(b)

read with Reg. 25 of SEBI (Listing Obligations and Disclosure Requirements), Regulations
2015.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors)
Rules, 2014, all the PIDs of the Company have registered themselves with the India
Institute of Corporate Affairs (IICA), Manesar and have included their names in the
databank of Independent Directors within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV
of the Act and the Company’s Code of Conduct. In terms of Reg. 25(8) of SEBI (Listing
Obligations and Disclosure Requirements), Regulations 2015, the Independent Directors
have confirmed that they are not aware of any circumstance or situation, which exists or
may be reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgement and without any external influence.

During the year, Independent 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 the purpose of attending meetings of the Board of Directors
and Committee(s).

14. BOARD MEETINGS:

The Company was suspended and was admitted in IBC proceedings and came out of the
same on 18.08.2023 vide Orders of the Hon’ble NCLT Indore Bench dated 18.08.2023 and
till then the Board was Suspended.

However, after the end of IBC proceedings the Company, the Board of Directors duly met
seven (07) times during the financial year from 1st April 2023 to 31st March 2024. The
dates on which the meetings were held are 25.09.2023, 16.10.2023, 20.10.2023,
14.11.2023, 20.11.2023, 14.02.2024 and 30.03.2024.

15. COMMITTEES:

The Company being a listed Company has validly constituted various applicable and
mandatory committees i.e. Audit Committee, Nomination and Remuneration Committee
and Stakeholder Relationship Committee.

16. BOARD 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 and SEBI Listing
Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the
directors on the basis of criteria such as the board composition and structure, effectiveness of
board processes, 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 criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

The Board reviewed the performance of individual directors on the basis of criteria such as
the contribution of the individual director to the board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.

Performance evaluation of independent directors was done by the entire board, excluding the
independent director being evaluated.

17. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN
TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE
AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT &
REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of
the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is appended as Annexure VI (a) to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn
and the name of every employee is annexed to this Annual report as Annexure VI (b).

During the year, none of the employees is drawing a remuneration of Rs.1,02,00,000/- and
above per annum or Rs. 8,50,000/- and above in aggregate per month, the limits specified
under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

18. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the
Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the
Companies Act, 2013 ratio of remuneration of Mrs. Vanaja Veeramreddy, Managing
Director of the Company is nil as no remuneration was paid.

19. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3) (c) and 134 (5) of the Companies Act, 2013
and on the basis of explanation given by the executives of the Company and subject to
disclosures in the Annual Accounts of the Company from time to time, we state as under:

1. That in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them
consistently and made judgment 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 period;

3. That the Directors have 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;

4. That the Directors have prepared the annual accounts on a going concern basis:

5. That the Directors have lain down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and

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

20. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. The Company maintains appropriate system of
internal control, including monitoring procedures, to ensure that all assets are safeguarded
against loss from unauthorized use or disposition. Company policies, guidelines and
procedures provide for adequate checks and balances, and are meant to ensure that all
transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been
noticed for inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the
Management Discussion and Analysis Report which is appended as Annexure V and forms
part of this Report.

21. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2023-24, the Auditors have not reported any matter under
section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed
under section 134(3) (ca) of the Companies Act, 2013.

22. CEO/ CFO CERTIFICATION:

The Managing Director and Chief Financial Officer Certification on the financial
statements under Regulation 17 (8) of SEBI (Listing Obligations & Disclosure
Requirements), Regulations, 2015 for the year 2023-2024 is given as Annexure II in this
Annual Report.

23. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL
POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company has M/s Protect Nature Private Limited was a subsidiary. However, pursuant
to the NCLT Order dated 18.08.2023, all investments were transferred including
subsidiary, Hence, consolidation results not presented and therefore it ceased to be
subsidiary.

24. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE
YEAR:

The Company has M/s Protect Nature Private Limited which was ceased to its subsidiary
w.e.f. 31.12.2023.

25. PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 &
76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules
2014, during the financial year under review.

26. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS
OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March
31, 2024, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019
amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required
to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for
outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company complied with this requirement within the prescribed timelines.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loan, guarantees or made any investments exceeding the
limits under the provisions as prescribed in Section 186 of the Companies Act, 2013.

28. RELATED PARTY TRANSACTIONS:

Our Company has formulated a policy on related party transactions which is also available
on Company’s website at www.erpsoft.com. This policy deals with the review and
approval of related party transactions.

All related party transactions that were entered into during the financial year were on arm’s
length basis and were in the ordinary course of business. There were no material significant
related party transactions made by the Company with the Promoters, Directors, Key
Managerial Personnel or the Senior Management which may have a potential conflict with
the interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of
the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure IV
which forms part of this Report.

All related party transactions were placed before the Audit Committee/Board for approval.
Prior approval of the Audit Committee was obtained for the transactions which are
foreseen and are in repetitive in nature. Members may refer to note no. 25 to the financial
statements which sets out related party disclosures pursuant to IND AS-24.

29. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, are
provided hereunder:

A. Conservation of Energy:

Your Company’s operations are not energy intensive. Adequate measures have been taken
to conserve energy wherever possible by using energy efficient computers and purchase of
energy efficient equipment.

B. Research & Development and Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

30. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations,
2015, a report on Corporate Governance duly audited is appended as Annexure I for
information of the Members. A requisite certificate from the Secretarial Auditors of the
Company confirming compliance with the conditions of Corporate Governance is attached
to the Report on Corporate Governance.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR
COMMITTEE AND CONTENTS OF CSR POLICY):

Since your Company does not have net worth of Rs. 500 Crores or more or turnover of Rs.
1000 Crores or more or a net profit of Rs. 5 Crores or more during the financial year,
section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not
applicable and hence the Company need not adopt any Corporate Social Responsibility
Policy.

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read
with Regulation 22 of SEBI (LODR) Regulations, 2015, a vigil Mechanism for Directors
and employees to report genuine concerns has been established. It also provides for
necessary safeguards for protection against victimization for whistle blowing in good faith.

Vigil Mechanism Policy has been established by the Company for directors and employees
to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the
Companies Act, 2013. The same has been placed on the website of the Company.

33. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS /
TRIBUNALS:

The Hon’ble National Company Law Tribunal (“NCLT”), Indore Bench, vide Order dated
18.01.2023 (“Insolvency Commencement Order”) had initiated Corporate Insolvency
Resolution Process (“CIRP”) based on petition filed by the Financial Creditor under
Section 7 of the Insolvency and Bankruptcy Code, 2016 (“the Code”) and appointed Mr.
Madhusudan Rao Gonugunta as Resolution Professional.

1. The CoC resolved to appoint the IRP as the RP and the same was approved by this
Adjudicating Authority.

2. The CoC instructed the RP to publish Form G calling upon the prospective resolution
applicants to submit the EOI/Resolution Plans for the corporate debtor.

3. The RP published Form-G on 04.03.2023 in widely circulated English as well as local
language newspapers. In response thereto, he received 2 resolution plans from Mr. Arun
Kilash Shah and Mr. Gudapu Reddy Sreedar Reddy.

4. The CoC discussed the proposal, which was received in the form of Resolution Plans, in
its 3rd & 4th CoC meetings. In its 4^th CoC meeting held on 03.06.2023, the said resolution
plans were discussed and put to vote. The resolution plan from Mr. Gudapu Reddy Sreedar
Reddy was approved by the CoC with 97.48 % votes.

5. The resolution applicant- Mr. Gudapu Reddy Sreedar Reddy has proposed to infuse a
sum of Rs.2,31,75,000/- and an allotment of 10,000 equity shares of Rs.10/- each to the
secured financial creditors.

34. AUDITORS:

a. Statutory Auditors

The members of the company approved the appointment of M/s. Pundarikashyam and
Associates, Chartered Accountants as Statutory Auditors of the company for the term of
one years from 20.10.2023 to 31.03.2024 upto conclusion of 32^nd Annual General meeting
to be held for financial year 2023-24 and is eligible for reappointment.

The Board in its meeting held on 14.08.2024 proposed to appoint M7s. Pundarikashyam
and Associates., as Statutory Auditors for the remaining period of 5 years from the
conclusion of ensuing AGM for FY 2023-24 till the conclusion of Annual General Meeting
to be held for the FY 2028-29.

The Auditors’ Report for fiscal 2024 does not contain any qualification, reservation or
adverse remark. The Auditors’ Report is enclosed with the financial statements in this
Annual Report. The Company has received audit report with unmodified opinion for both
Standalone and Consolidated audited financial results of the Company for the Financial
Year ended March 31, 2024 from the statutory auditors of the Company.

The Auditors have confirmed that they have subjected themselves to the peer review
process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate
issued by the Peer Review Board of the ICAI.

b. Internal Auditor

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts)
Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and
its Powers) Rules, 2014; during the year under review the Internal Audit of the functions
and activities of the Company was undertaken by the Internal Auditor of the Company on
quarterly basis by M7s. M G S Reddy & Co., Chartered Accountants, Internal Auditors of
the Company.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant
Audit Observations along with recommendations and its implementations are reviewed by
the Audit Committee and concerns, if any, are reported to Board. There were no adverse
remarks or qualification on accounts of the Company from the Internal Auditor.

M/s. MGS Reddy & Co, Chartered Accountants again reappointed as Internal Auditors of
the Company for the FY 2024-25.

c. SECRETARIAL AUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the
recommendations of the Audit Committee, the Board of Directors had appointed M/s.
Manoj Parakh & Associates., practicing company secretaries, as Secretarial Practicing
Company Secretaries as the Secretarial Auditor of the Company, for conducting the
Secretarial Audit for financial year ended March 31, 2024.

The Secretarial Audit was carried out by M/s. Manoj Parakh & Associates, Company
Secretaries for the financial year ended March 31, 2024. The Report given by the
Secretarial Auditor is annexed herewith as Annexure- III and forms integral part of this
Report.

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

35. SECRETRIAL STANDARDS:

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has
complied with the applicable provisions of the Secretarial Standards issued by the Institute
of Company Secretaries of India and notified by Ministry of Corporate Affairs.

36. DECALARATION BY THE COMPANY:

The Company has issued a certificate to its Directors, confirming that it has not made any
default under Section 164(2) of the Act, as on March 31, 2024.

37. ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an annual return is disclosed
on the website.

38. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Act, are not applicable for the business activities carried
out by the Company.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under
Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015 with the stock exchange in India is annexed
herewith as Annexure- V to this report.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties
with an objective independent judgement and without any external influence.

During the year, Independent 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 the purpose of attending meetings of the Board of Directors
and Committee(s).

40. FAMILIARISATION PROGRAMMES:

The Company familiarizes its Independent Directors on their appointment as such on the
Board with the Company, their roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates, etc. through familiarization programme. The
Company also conducts orientation programme upon induction of new Directors, as well as
other initiatives to update the Directors on a continuing basis. The familiarization
programme for Independent Directors is disclosed on the Company’s website www.
Midlandpolymers.com

41. NON- EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or
transactions with the Company which in the Judgment of the Board may affect the
independence of the Directors.

42. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

The National Company Law Tribunal (“NCLT”), Indore Bench, vide Order dated
01.01.2023 (“Insolvency Commencement Order”) had initiated Corporate Insolvency
Resolution Process (“CIRP”) based on petition filed by the Financial Creditor under
Section 7 of the Insolvency and Bankruptcy Code, 2016 (“the Code”). Hon’ble NCLT vide
its Orders dated 18.08.2023 approved the Resolution Plan submitted by Mr. Gudapu Reddy
Sreedar Reddy. He has implemented the Resolution Plan including payment to the financial
and operational creditors.

43. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2018. The Insider
Trading Policy of the Company lays down guidelines and procedures to be followed, and
disclosures to be made while dealing with shares of the Company, as well as the
consequences of violation. The policy has been formulated to regulate, monitor and
ensure reporting of deals by employees and to maintain the highest ethical standards of
dealing in Company securities.

44. DEPOSITORY SYSTEM:

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the
transfer, except transmission and transposition, of securities shall be carried out in
dematerialized form only with effect from 1st April 2019. In view of the numerous
advantages offered by the Depository system as well as to avoid frauds, members holding
shares in physical mode are advised to avail of the facility of dematerialization from either
of the depositories. The Company has, directly as well as through its RTA, sent intimation
to shareholders who are holding shares in physical form, advising them to get the shares
dematerialized.

45. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS
AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of loans taken from
banks and financial institutions.

46. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were
failed to be implemented.

47. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE
LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based
disclosures is not required.

48. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance
with regard to the affairs of the Company in all respects.

49. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated
the formulation of certain policies for all listed companies. All the policies are available on
our website. www.midlandpolymers.com.

50. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities
except as mentioned:

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

c) Issue of shares under employee’s stock option scheme: NA

d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares:
NA

e) Buy back shares: NA

f) Disclosure about revision: NA

g) Preferential Allotment of Shares: Yes

h) Issue of equity shares with differential rights as to dividend, voting: NA

51 .APPRECIATION & ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the overwhelming co-operation and
assistance received from the investors, customers, business associates, bankers, vendors, as
well as regulatory and governmental authorities. Your Directors also thanks the employees
at all levels, who through their dedication, co-operation, support and smart work have
enabled the company to achieve a moderate growth and is determined to poise a rapid and
remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents,
banks and other financial institutions and shareholders of the Company, SEBI, BSE,
NSDL, CDSL, Bankers etc. for their continued support for the growth of the Company.

For and on behalf of the Board
For Midland Polymers Limited

Place: Hyderabad Vanaja Veeramreddy Jhansi Sanivarapu

Date: 14.08.2024 Managing Director Director

DIN: 07019245 DIN:03271569