Your Board of Directors (“Board”) is pleased to present the 31^st Annual Report on the business and operations of Exicom Tele-Systems
Limited (“Company”/ “Exicom”) along with the Audited Standalone and Consolidated Financial Statements of the Company for the
financial year ended March 31, 2025 (“FY 2024-25”).

FINANCIAL PERFORMANCE

A summary of the Company’s financial performance on both standalone and consolidated basis for FY 2024-25, is as follows:

OPERATIONAL RESULT & BUSINESS PERFORMANCE

On a consolidated basis, the Company’s revenue from operations declined by 14.91% reaching ? 86,760.63 Lakhs for FY 2024-25 as
compared to ? 1,01,959.84 Lakhs in the previous year.

This decrease was primarily attributable to significant deliveries made under the Critical Power segment for uncovered villages.
However, growth was recorded in Electric Vehicle Supply Equipment (“EVSE”) segment, largely driven by improved sales performance
of overseas subsidiaries.

On a standalone basis, the operating revenue of the Company decreased by 13.14% to H 75,241.89 Lakhs for FY 2024-25, as
compared to ? 86,624.78 Lakhs in the previous year.

This decline was mainly due to the execution of large orders for uncovered villages in the Critical Power segment, coupled with a
reduction in selling price of AC chargers and lower sales of DC Chargers in the EVSE segment.

Segment-wise Product Performance:

Profitability Overview:

At the consolidated level, the Company reported a Loss before Tax of ? (10,526.54) Lakhs for FY 2024-25, as against a Profit before
Tax of ? 9,321.04 Lakhs in the previous year. The Loss after Tax stood at ? (11,003.17) Lakhs, compared to a Profit after Tax of
? 6,391.63 Lakhs in the financial year 2023-24 (“FY 2023-24”).

On a standalone basis, Profit before Tax dropped by 72.15% to ? 2,685.23 Lakhs in FY 2024-25, as compared to ? 9,640.27 Lakhs in
FY 2023-24. Profit after Tax declined by 68.48% reaching ? 2,093.91 Lakhs as against ? 6,642.92 Lakhs in the previous year.

The Company is actively pursuing strategic and operational initiatives to enhance performance in the upcoming years. A detailed
analysis of operational performance is available in the Management Discussion and Analysis section, which forms an integral part of
this Annual Report.

Both the standalone and consolidated financial statements
have been prepared in accordance with the provisions of the
Companies Act, 2013 (“the Act”), Indian Accounting Standards
(“Ind-AS”) and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”).

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129 read with
Schedule III to the Act and the Companies (Accounts) Rules,
2014 and Regulation 33 of the SEBI Listing Regulations and
applicable Ind-AS, the audited consolidated financial statements
of the Company for FY 2024-25, together with the Auditors’
Report form part of this Annual Report.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI Listing Regulations, the
Company has adopted the Dividend Distribution Policy, setting
out the broad principles to guide the Board and the management
in matters relating to declaration and distribution of dividend.

The Dividend Distribution Policy is available on the Company’s
website at https://www.exicom.com/investors#policies-practices.

The Board does not recommend any dividend for FY 2024-25.

DEPOSITS

During FY 2024-25, the Company has not accepted any deposits
falling within the ambit of Section 73 to 76 of the Act read with
Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO RESERVES

The Board has decided to retain the profit for FY 2024-25 under
‘Retained Earnings’ and has not transferred any amount to the
General Reserve during the year under review.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business during the
year under review.

MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

There were no material changes and commitments affecting the
financial position of the Company after the close of the financial
year and up to the date of this Report.

SHARE CAPITAL AND CHANGES IN
CAPITAL STRUCTURE

a.    Authorised Share Capital

There was no change in the Company's authorised
share capital during FY 2024-25. As on March 31,
2025, the Company’s authorised share capital stood at
? 1,30,00,00,000 (Rupees One Hundred Thirty Crores only)
divided into 13,00,00,000 (Thirteen Crores) equity shares of
face value of ? 10 (Rupees Ten only) each.

Subsequent to the year under review, the authorised share
capital of the Company was increased from ? 1,30,00,00,000
(Rupees One Hundred Thirty Crores only) to ? 1,55,00,00,000
(Rupees One Hundred Fifty Five Crores only), divided into
15,50,00,000 (Fifteen Crores Fifty Lakhs only) equity shares
of face value of ? 10 (Rupees Ten only) each. This increase
was effected pursuant to the approval of the shareholders
obtained through postal ballot on May 23, 2025.

b.    Paid-up Share Capital

As on March 31,2025, the issued, subscribed and paid-up
share capital of the Company stood at ? 1,20,82,45,010
(Rupees One Hundred Twenty Crores Eighty Two Lakhs
Forty Five Thousand and Ten only), divided into 12,08,24,501
(Twelve Crores Eight Lakhs Twenty Four Thousand Five
Hundred One) equity shares of ? 10 (Rupees Ten only) each.

Subsequent to the year under review, the Company issued
and allotted 1,14,430 equity shares of face value of ?10
(Rupees Ten only) each pursuant to the exercise of options
under the Exicom Tele-Systems Limited Employees Stock
Option Scheme 2023.

Additionally, the Company further issued equity shares
on a rights basis to its eligible shareholders, resulting in a
change in the issued, subscribed and paid-up share capital
of the Company.

The equity shares allotted as mentioned above, rank
pari-passu in all respects with the existing shares of the
Company. Other than the changes detailed herein, there were no
further alterations in the share capital of the Company.

The equity shares of the Company are compulsorily tradable in
dematerialized form. As on March 31, 2025 and as on the date
of this Report, the entire issued, subscribed and paid-up share
capital of the Company stands fully dematerialized.

DEBENTURES

No debentures were issued by the Company during the year under
review. However, as on March 31,2025, 76,805 Non-Convertible
Debentures having face value of ? 1,065 each, aggregating to
? 817.97 Lakhs, remained outstanding. For further details, please
refer to Note No. 26.4 of the Standalone Financial Statements,
forming part of this Annual Report.

UTILIZATION OF INITIAL PUBLIC OFFER
PROCEEDS AND EXTENSION OF TIMELINE

During FY 2023-24, the Company successfully completed its
Initial Public Offering (“IPO”), comprising a Fresh Issue and an
Offer for Sale, aggregating to ?42,899.90 Lakhs, for purposes as
stated in the Offer Document.

Out of the total IPO proceeds, ?32,900 Lakhs were raised
through the Fresh Issue of Equity Shares, and ? 7,100 Lakhs
were raised through a pre-IPO private placement, aggregating
to ? 40,000 Lakhs available for deployment against the identified
objects of the issue.

As disclosed in the Offer Document, the Company proposed to
utilize the IPO proceeds for various objects, including capacity
expansion at the Telangana manufacturing facility; product
development and R&D initiatives; working capital requirements;
and general corporate purposes.

As on March 31, 2025, an amount of ? 25,699 Lakhs had been
utilized towards the identified objectives, while the balance
? 14,301 Lakhs remained unutilized. In compliance with

Regulation 32 of the SEBI Listing Regulations and considering
the inclusion of a fresh issue component, the Company
appointed CARE Ratings Limited as the Monitoring Agency to
monitor the utilization of IPO proceeds.

The Monitoring Agency, in its report, confirmed that the Company
utilized the proceeds in accordance with the objects stated in
the Offer Document and that there was no material deviation or
variation in terms of the stated objectives.

In view of the evolving business environment and practical
challenges encountered in project execution, the Board approved
the extension of the timeline for utilization of the remaining IPO
proceeds. The extension pertains solely to the timeline for
deployment of the unutilized funds.

The Board believes that this extension is in the best interest of
the Company, as it enables the optimal and timely deployment
of funds in line with changing operational requirements, while
ensuring continued compliance with the provisions of the Act,
the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018 and other
applicable laws.

MATERIAL EVENTS

Strategic Acquisition of Tritium Group of Companies

Pursuant to a Business Sale and Asset Transfer Agreement
(“BTA”) dated August 8, 2024, read together with subsequent
amendment agreements thereto, entered into by our
step-down subsidiaries i.e. Tritium Power Solutions Pty Ltd
and Tritium Power Solutions Inc. (together, the “Buyers”), and
our wholly owned global subsidiary Exicom Power Solutions
B.V. (acting as the Buyers’ Representative), with Tritium DCFC
Limited, Tritium Holdings Pty Ltd, Tritium Pty Ltd, TTM (ABC)
LLC, Tritium America Corporation, and Tritium Technologies
LLC (collectively, the “Sellers”), and the agents of the security
trustee, receivers, and managers of the Sellers, the Company,
through the Buyers, acquired the business and certain assets of
the Sellers relating to the Tritium group of companies.

The acquisition included business and property leases,
inventory, goodwill, plant and equipment, contracts, intellectual
property, business records, software, and other tangible and
intangible assets of the Sellers associated with the Tritium
group of companies.

This strategic acquisition is aligned with the Company’s vision
to strengthen its global presence and accelerate its research
and development efforts in the DC fast charging segment. By
leveraging the complementary product portfolio, brand equity,
technical expertise, and established customer base of the Tritium
business, the Company aims to scale its capabilities and market
share in the fast-evolving EV infrastructure space.

Through this transaction, the Company has gained access to
the globally recognized ‘Tritium’ brand name and associated
trademarks, a manufacturing facility located in Tennessee,
USA, and an engineering center based in Brisbane, Australia.
Additionally, the Company has acquired Tritium’s DC fast
charging product portfolio, including the 75kW RTM 75 Fast
Charger, 300kW Distributed PKM 150 Chargers, and the recently
launched 800kW Tri-Flex Ultra-Fast Charger.

Rights Issue of Equity Shares

Subsequent to the year under review, the Company
successfully raised an aggregate amount of ?25,941.40
Lakhs through a Rights Issue of equity shares. The Rights
Issue involved the issuance of 1,81,40,840 fully paid-up
equity shares of face value of ?10 each for cash at a price of
? 143 each (including a premium of ?133 each), in the ratio
of 3:20 to the eligible equity shareholders of the Company
as on the record date, i.e. July 7, 2025, in accordance with
applicable provisions of the Act, the SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018, as amended
and other applicable laws.

The Rights Issue was undertaken with the objectives of investing
in the Company’s wholly owned subsidiaries; repaying certain
outstanding borrowings, including adjustment of loan availed
from our corporate promoter; and meeting general corporate
purposes. The issue received a positive response from
shareholders and was oversubscribed.

This capital infusion is expected to enhance the financial flexibility
of the Company, reduce dependency on debt, and enable
the Company to pursue strategic opportunities in line with its
long-term business objectives.

CREDIT RATING

During the year under review, CARE Ratings Limited (“CARE”),
a SEBI registered Credit Rating Agency, vide its letter dated
April 10, 2024 revised the Long Term Bank Facilities rating from
BBB (stable) to BBB+ (stable) and upgraded Short Term Bank
Facilities from A3+ to A2.

Subsequently, CARE, through its letter dated August 5, 2024,
reaffirmed the above credit ratings and revised the outlook for
Long Term Bank Facilities from Stable to Positive. Additionally,
CARE assigned a rating of CARE A2 for certain additional Short
Term Bank Facilities.

The revised ratings reflect the Company’s improving credit profile
and operational performance outlook.

The summary of credit rating assigned by CARE as per its
communication dated August 5, 2024, is provided below:

Further, CARE vide its letter dated February 14, 2025, revised
the credit ratings assigned to the Company’s Bank Facilities, as
detailed below:

Note: Detailed rating rationale and coverage are available on the CARE website
for reference and further information.

The revision in rating outlook reflects the Company’s
consolidated losses during Q3 and Q4 of FY 2024-25, primarily
on account of post-acquisition costs and integration expenses
related to Tritium.

The Company is undertaking corrective measures to address
the key factors influencing the rating, including enhancing
operational efficiencies and ensuring prudent capital allocation.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE
COMPANIES

As on March 31, 2025, your Company had the following wholly
owned subsidiaries/step-down subsidiaries:

*Exicom NexGen Power B.V., ceased as a wholly owned subsidiary w.e.f.
February 5, 2025.

During the year under review, Exicom NexGen Power B.V., was
incorporated in the Netherlands, as a wholly owned subsidiary
of the Company on July 25, 2024. However, owing to non¬
commencement of operations, the Board approved its closure
on February 5, 2025, subject to receipt of necessary approvals
from the relevant authorities in the Netherlands. Following
completion of necessary formalities, the said entity ceased to
be a subsidiary of the Company with effect from the same date.

In addition, during FY 2024-25, the following four entities were
incorporated as step-down subsidiaries of the Company:

*    Tritium NexGen Solutions B.V. (Netherlands)

*    Tritium Power Solutions Limited (England and Wales)

*    Tritium Power Solutions Inc. (State of Delaware, USA)

*    Tritium Power Solutions Pty Ltd (Australia)

The Company regularly monitors the performance of its
subsidiaries, and there has been no material change in the
nature of business of any of the subsidiaries (including its step-
down subsidiaries) during the year under review.

In compliance with the provisions of Section 129(3) of the Act,
the Consolidated Financial Statements of the Company and its
subsidiaries have been prepared and form part of this Annual
Report. However, the financials of Exicom NexGen Power B.V.,
have not been consolidated, as the entity did not commence
operations and ceased to be a subsidiary with effect from
February 5, 2025.

A statement containing the salient features of the financial
statements of the subsidiaries of the Company in the prescribed
Form AOC-1, is included as part of the Consolidated Financial
Statements in compliance with Section 129(3) and other
applicable provisions, if any, of the Act read with Rule 5 of the
Companies (Accounts) Rules, 2014, as amended.

The Form AOC-1 also highlights the financial performance of
each of the subsidiaries, included in the Consolidated Financial
Statements of your Company, pursuant to Rule 8(1) of the
Companies (Accounts) Rules, 2014.

In accordance with the provisions of Section 136 of the Act
and the SEBI Listing Regulations, copies of the Standalone and
Consolidated Financial Statements of the Company and the
subsidiary companies are available on the Company’s website
at www.exicom.com. Additionally, the financial statements of
the subsidiaries are available for inspection by the members at
the registered office of the Company, during business hours on
all days except saturdays, sundays, and public holidays up to
the date of the ensuing Annual General Meeting. Any member
desirous of obtaining a copy of the said financial statements
may write to the Company Secretary & Compliance Officer of
the Company at investors@exicom.in.

The Company did not have any joint venture or associate
companies during the year, or at any time thereafter upto the
date of this Report.

MATERIAL SUBSIDIARY

The Company has adopted a ‘Policy for determining material
subsidiaries’ as per the requirements prescribed under the
explanation to Regulation 16(1)(c) of the SEBI Listing Regulations.
The said policy is available on the website of the Company at
https://www.exicom.com/investors#policies-practices.

As on March 31,2025, the Company had one material subsidiary,
namely Exicom Tele-Systems (Singapore) Pte. Ltd.

Further, on the basis of audited consolidated financial
statements of the Company, for the year ended March 31,2025,
the Company also identified the following additional subsidiaries
as its material subsidiaries:

*    Exicom Power Solutions B.V. (Netherlands)

*    Tritium Power Solutions Pty Ltd (Australia)

INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

Your Company has in place an internal control system in
accordance with Section 134(5)(e) of the Act, commensurate
with the size, scale, and complexity of its operations. The Audit
Committee, comprising professionally qualified Directors, the
majority of whom are Independent Directors, interacts regularly
with the Statutory Auditors, Internal Auditors, and Senior
Management to address matters within its terms of reference.

The Company has established adequate internal financial
controls and processes to ensure the orderly and efficient
conduct of its business, including the safeguarding of assets,
prevention and detection of frauds and errors, accuracy and
completeness of accounting records, and timely preparation of
reliable financial information. The effective implementation and
independent monitoring of these controls are carried out by the
Internal Auditors.

The Internal Auditors evaluate the adequacy and operating
effectiveness of the internal control systems across all Company
locations, ensuring adherence to standard operating procedures,
accounting policies, and internal compliance frameworks. Their
findings are reviewed by the Audit Committee, which provides
strategic guidance and oversight. Significant audit observations
and corrective actions are placed before the Audit Committee,
which also monitors the implementation of the Internal Auditors’
recommendations.

During the year under review, the Company continued its efforts
to further strengthen internal controls and processes across key
functions. As part of this ongoing initiative, the Internal Auditors
conducted regular assessments and made recommendations
focused on enhancing operational efficiency and reinforcing
compliance standards. These recommendations were primarily
related to process improvements and control enhancements
in areas such as HR compliance, SAP system controls, and
e-invoicing protocols.

It is important to note that no material weaknesses or instances
of non-compliance were observed that could adversely affect
the Company’s financial position or operations.

The Company has proactively acted upon the Internal Auditors’
suggestions and remains committed to maintaining strong
internal controls. The Audit Committee continues to closely
monitor the implementation of these recommendations, ensuring
continuous improvement and robust corporate governance.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

During the year under review, the Company extended loans
to its wholly owned subsidiary(ies) and made investments
in the securities of the subsidiary(ies), in compliance with the
provisions of Section 186 of the Act. The details of such loans
and investments are provided in Note No. 64 of the Standalone
Financial Statements forming part of this Annual Report.

Further, the Company has not provided any guarantees or
securities in connection with loans to any other body corporate(s)
or person(s) as specified under Section 186 of the Act.

EMPLOYEES STOCK OPTION SCHEME(S)

Status as on March 31, 2025

During the year under review, the Company had one active
Employees Stock Option Scheme in force, namely :-

Exicom Tele-Systems Limited Employees Stock Option
Scheme 2023 (“ESOP Scheme 2023”)

The ESOP Scheme 2023 was adopted with the objective
of attracting, retaining, and incentivizing high-performing
employees by aligning their interests with long-term corporate
growth. The said Scheme was approved by the Board and
Members of the Company on September 15, 2023 and
September 16, 2023, respectively.

In accordance with the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations,
2021 (“SEBI ESOP Regulations”), the ESOP Scheme 2023, being
a pre-IPO ESOP Scheme, was ratified by the shareholders post
listing of equity shares of the Company, at the Annual General
Meeting held on September 27, 2024. Necessary in-principle
approvals were obtained from BSE Limited and National
Stock Exchange of India Limited in accordance with the SEBI
ESOP Regulations.

Under the Scheme, the Company implemented a total pool of
48,62,960 options, each convertible into one equity share, out
of which 9,99,151 options were granted. During the year under

review, 1,79,924 options lapsed and were added back to the
pool, resulting in 40,43,733 options remaining ungranted.

During the year, based on the recommendations of the
Nomination, Remuneration and Compensation Committee
(“Committee”), the Board, at its meeting held on February 5,
2025, approved the reduction of the ESOP Scheme 2023 pool
to 8,19,227 options and the reallocation of 40,43,733 ungranted
options to a new scheme, namely Exicom Tele-Systems
Limited Employees Stock Option Scheme 2025 (“ESOP
Scheme 2025”), subject to the approval of shareholders. The
ESOP Scheme 2025 was, however, not effective as on March 31,
2025, pending shareholder approval.

Further, during the year, the Committee approved the first vesting
of 80% of the first tranche of granted options. The exercise
window for the vested options was open from February 10, 2025
to March 11,2025 and April 1, 2025 to April 30, 2025.

Subsequent Developments (Post March 31, 2025)

Subsequent to the year-end, pursuant to the exercise of vested
options, the Share Allotment Committee approved the allotment
of 94,915 equity shares on April 1, 2025 and 19,515 equity
shares on May 7, 2025, at a price of ?114 each, under the ESOP
Scheme 2023, aggregating to ?130.45 Lakhs. These shares
rank pari-passu in all respects with the existing equity shares
of the Company.

Recognizing the need to remain competitive in talent acquisition
and retention, particularly as peer companies offer comparable
stock option plans, the ESOP Scheme 2025, which was approved
by the Board during the year, was subsequently approved by
the shareholders through postal ballot on May 23, 2025, and
accordingly adopted by the Company.

The ESOP Scheme 2025 aims to deepen employee participation
and align their goals with the strategic objectives of the Company.
It covers, up to 3.34% of the paid-up share capital of the
Company as on March 31,2025, comprising 40,43,733 options
reallocated/redeployed from ESOP Scheme 2023. Following
the conclusion of the Rights Issue, the percentage of the paid-
up share capital covered by the ESOP Scheme 2025 stands
reduced to approximately 2.91% as on the date of this Report.

The ESOP Scheme 2025 has also been extended to the
employees of the subsidiary company(ies), whether incorporated
in India or outside India, with the approval of shareholders.

Further, the Committee at its meeting held on July 21, 2025,
approved the grant of 14,77,226 options to eligible employees
of the Company and its subsidiary companies, under the ESOP
Scheme 2025, in accordance with the SEBI ESOP Regulations.

Statutory Disclosures:

In accordance with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, the disclosure for the ESOP Scheme(s),
as on the date of this Report is as under:

*The figure of 6,96,343 options under ESOP Scheme 2023 represents unvested and outstanding options already granted and forming part of the reduced ESOP
Scheme 2023 pool of 8,19,227 options. Out of the total lapsed options, 8,454 vested options were not exercised and were not available for regrant. Further,
40,43,733 ungranted options, including lapsed options, were transferred to ESOP Scheme 2025 pursuant to shareholders’ approval.

10. Employee-wise details of options granted during FY 2024-25

The statutory disclosures as mandated under Regulation 14 of the SEBI ESOP Regulations and a certificate from the Secretarial
Auditors confirming that the Schemes have been implemented in compliance with the SEBI ESOP Regulations shall be available
for electronic inspection by the Members during the AGM and shall be also available on the website of the Company at
https://www.exicom.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of Board

The Company has a balanced and diverse Board. The Company’s
Board has an optimum mix of Executive and Non-Executive
Directors to maintain independence and separate functioning of
governance and management. The composition of the Board is
in conformity with Regulation 17 of the SEBI Listing Regulations
read with Section 149 of the Act. Brief details regarding the
composition of Board are reported in Corporate Governance
Report section forming part of this Annual Report.

Changes in Directorate

(i) Appointment of Directors

•    Independent Directors

The Board at its meeting held on May 28, 2024, based on
the recommendation of the Nomination, Remuneration
and Compensation Committee, approved the following
appointments to the Board, subject to approval by
the shareholders:

a.    Appointment of Mr. Manoj Kumar Kohli (DIN:
00162071) as an Additional and Independent
Director of the Company for a period of five years
with effect from May 28, 2024 to May 27, 2029.

b.    Appointment of Ms. Mahua Acharya (DIN:
03030535) as an Additional and Independent
Director of the Company for a period of five years
with effect from May 28, 2024 to May 27, 2029.

In the opinion of the Board, Mr. Manoj Kumar Kohli
and Ms. Mahua Acharya possess integrity, relevant
expertise, and experience, which will be of significant
value in guiding the Company’s strategic direction
and governance.

The necessary declarations and confirmations of
eligibility under the provisions of the Act and the
SEBI Listing Regulations, were received from both
appointees in connection with their appointment as
Independent Directors.

The appointment of Mr. Manoj Kumar Kohli and
Ms. Mahua Acharya was approved by the shareholders
of the Company through special resolutions passed
through postal ballot on August 9, 2024.

•    Non-Executive Directors

The Board at its meeting held on May 28, 2024, upon
the recommendation of the Nomination, Remuneration
and Compensation Committee, approved the re¬
designation of Mr. Himanshu Baid (DIN: 00014008)
as a Non-Executive Non-Independent Director of
the Company with effect from June 30, 2024, upon
completion of his second consecutive term of five
years as an Independent Director.

The change in designation was approved by the
shareholders of the Company through an ordinary

resolution passed by way of postal ballot on August
9, 2024. The Board acknowledges Mr. Baid’s valuable
contributions and looks forward to his continued
association as a Non-Executive Director.

(ii)    Cessation of Director

Ms. Leena Pribhdas Gidwani (DIN: 06969243), Independent
Director of the Company, ceased to be a Director of the
Company with effect from April 1, 2025, upon completion
of her tenure on March 31, 2025 (at the end of the day).

The Board places on record its sincere appreciation for her
valuable guidance, contribution, and dedication during her
tenure as a Director of the Company.

(iii)    Retirement by Rotation and Re-appointment

In accordance with the provisions of Section 152 of
the Act and the Articles of Association of the Company,
Mr. Subhash Chander Rustgi (DIN: 06922968) was
re-appointed by the shareholders of the Company at the
30^th AGM of the Company held during the financial year,
upon retiring by rotation.

Further, Mr. Vivekanand Kumar (DIN:10244171), Whole-time
Director of the Company, being the longest in office since
his last appointment, is liable to retire by rotation at the
ensuing AGM and being eligible, has offered himself for
re-appointment.

Based on the recommendation of the Nomination,
Remuneration and Compensation Committee and
performance evaluation, the Board recommends his
re-appointment as a Director, liable to retire by rotation.
His re-appointment, if approved, shall not be deemed
to constitute a break in his appointment as the
Whole-time Director.

A resolution seeking shareholders’ approval for his
re-appointment, along with brief profile as required under
Secretarial Standard-2 (“SS-2”) issued by the Institute of
Company Secretaries of India (“ICSI”) and Regulation 36
of the SEBI Listing Regulations, forms part of the Notice
of the 31^st AGM.

Key Managerial Personnel

During the year under review, there was no change in the Key
Managerial Personnel of the Company. In accordance with the
provisions of Section 2(51) and Section 203 of the Act read
with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has the following Key
Managerial Personnel as on the date of this Report:

Declaration from Directors

The Company has received the following declarations from all
the Independent Directors confirming that:

a)    they meet the criteria of independence as prescribed
under the provisions of the Act, read with Schedule
IV and rules issued thereunder, as well as under SEBI
Listing Regulations and in terms of Regulation 25(8)
of the SEBI Listing Regulations, 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;

b)    they have complied with the Code for Independent
Directors prescribed under Schedule IV to the Act; and

c)    they have registered themselves in the Independent
Directors’ Database maintained by the Indian Institute of
Corporate Affairs and have qualified the online proficiency
self-assessment test or are exempted from passing the test
as required in terms of Section 150 of the Act read with
Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014. Further, one of the Independent
Directors is in the process of undertaking the online
proficiency self-assessment test within the stipulated time
period, as prescribed under the said Rules.

The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, skills, experience and
expertise and hold highest standards of integrity and fulfil the
conditions specified in the Act and SEBI Listing Regulations and
are independent from the management.

None of the Directors is disqualified from being appointed as a
Director as specified under Section 164(1) and Section 164(2) of
the Act read with Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014 nor has been debarred
or disqualified by the Securities and Exchange Board of India
(“SEBI”), Ministry of Corporate Affairs (“MCA”) or any other such
statutory authority.

All members of the Board and the Senior Management Personnel
have affirmed compliance with the Code of Conduct for Board
and Senior Management Personnel for FY 2024-25.

The Company has also obtained a certificate from reputed
Practicing Company Secretaries firm, confirming that none of
the Directors on the Board of the Company has been debarred or
disqualified from being appointed and/or continuing as Directors
by the SEBI/MCA or any other such statutory authority. The
declaration in this regard, as required under Regulation 34(3)
read with Schedule V of the SEBI Listing Regulations, forms part
of the Corporate Governance Report.

BOARD AND ITS COMMITTEE MEETING(S)

During the year under review, the Board met 7 (Seven) times.
The meetings were convened with proper notice and conducted
in compliance with the provisions of Section 1 73(3) of the Act
and the applicable rules made thereunder. The maximum interval

between any two Board meetings did not exceed 120 days, as
prescribed under the Act and the SEBI Listing Regulations.

During the year under review, in accordance with the SEBI
Listing Regulations, the Board also reconstituted certain existing
Committees and adopted their respective terms of reference.

As on March 31, 2025, the Board has 5 (five) mandatory
Committees, namely:

a.    Audit Committee;

b.    Corporate Social Responsibility Committee;

c.    Stakeholders’ Relationship Committee;

d.    Risk Management Committee; and

e.    Nomination, Remuneration and Compensation Committee.

Apart from the above, the Company has also constituted other
Board Committees for specific purposes, including:

•    Banking Operations Committee;

•    Share Allotment Committee; and

•    Rights Issue Committee.

All recommendations of the Committees were accepted
by the Board.

A detailed note on composition of the Board and its Committees
along with the number of meetings held and attendance of
Directors, is provided in the Corporate Governance Report
forming part of this Annual Report. The composition and terms
of reference of all the Committees of the Board are in line with
the provisions of the Act and the SEBI Listing Regulations.

Separate Meeting of Independent Directors

In terms of the requirements of Schedule IV to the Act and
Regulation 25 of the SEBI Listing Regulations, a separate
meeting of the Independent Directors was held on March 24,
2025, without the presence of Non-Independent Directors and
members of the management.

The meeting of the Independent Directors was attended by
Ms. Mahua Acharya, Mr. Manoj Kumar Kohli and Ms. Karen
Wilson Kumar. During the meeting, the Independent Directors
discussed, among other matters, the performance of the
Company and risks faced by it, the flow of information to
the Board, competition, strategy, leadership strengths and
weaknesses, governance, compliance, Board composition and
changes, and the performance of the executive members of the
Board, Committees and the Chairman.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

All Independent Directors are provided with an overview
of the Company’s operations, business environment, and
organizational structure at the time of their appointment and on
a continuous basis, to enable them to effectively discharge their
responsibilities.

To further strengthen the induction and familiarization process,
the Company is in the process of formalizing a comprehensive
and structured familiarization programme for its Board members.
This programme is intended to provide newly appointed
Directors with a well-defined orientation, ensuring clarity of
roles and responsibilities, seamless access to key internal
stakeholders, and opportunities for interaction with external
experts where relevant. The framework also facilitates access to
critical Company information, policies, and strategic initiatives,
offering Directors a holistic understanding of the Company’s
operations, governance framework, and industry dynamics. This
initiative aims to empower Non-Executive Directors to contribute
effectively and make well-informed decisions in the discharge of
their fiduciary responsibilities.

The details of the familiarization programme are provided in
the Corporate Governance Report forming part of this Annual
Report and are also available on the Company’s website at
https://www.exicom.com/investors#disclosure.

AUDIT COMMITTEE

As of March 31, 2025, the Audit Committee comprised 3
(three) members:

•    Ms. Karen Wilson Kumar (Non-Executive Independent
Director)- Chairperson

•    Ms. Leena Pribhdas Gidwani (Non-Executive Independent
Director)- Member

•    Mr. Subhash Chander Rustgi (Non-Executive
Non-Independent Director)- Member

All members of the Committee possess adequate financial,
accounting, and related expertise, as required under
applicable laws.

Subsequent to the year under review, the Audit Committee
was reconstituted with effect from April 1, 2025, following the
cessation of Ms. Leena Pribhdas Gidwani. The composition of
the Committee post-reconstitution is as follows:

•    Ms. Karen Wilson Kumar (Non-Executive Independent
Director)- Chairperson

•    Mr. Manoj Kumar Kohli (Non-Executive Independent
Director)- Member

•    Mr. Himanshu Baid (Non-Executive Non-Independent
Director)- Member

All members of the reconstituted Committee possess the
requisite financial and accounting acumen in line with
regulatory requirements.

Detailed information regarding the number of committee
meetings held during the year, attendance of members, terms of
reference, etc. is provided in the Corporate Governance Report
forming part of this Annual Report.

All recommendations made by the Audit Committee during FY
2024-25 were accepted by the Board.

AUDITORS AND AUDITORS’ REPORT

•    Statutory Auditors

M/s. Khandelwal Jain & Co., Chartered Accountants (Firm
Registration No. 105049W), are the Statutory Auditors of
the Company and hold office till the conclusion of 33^rd AGM.

The Statutory Auditors have confirmed that they are not
disqualified from continuing as the Statutory Auditors of the
Company and satisfy the prescribed eligibility criteria.

The reports issued by the Statutory Auditors on the
Standalone and Consolidated Financial Statements of
the Company for the year ended March 31, 2025, do not
contain any qualifications, observations, comments or
remarks which have an adverse effect on the functioning of
the Company and therefore, do not call for any comments
from the Directors.

Further, there were no frauds reported by the Statutory
Auditors to the Audit Committee or the Board under Section
143(12) of the Act.

•    Cost Auditors

The Company has maintained cost records for certain
products as specified by the Central Government under
Section 148(1) of the Act. M/s. SKG & Co., Cost Accountants
(Firm Registration No. 000418), were appointed as the Cost
Auditors of the Company for FY 2024-25, to conduct the
cost audit of the accounts maintained by the Company as
prescribed under the applicable Cost Audit Rules.

The Cost Audit Report for FY 2024-25 submitted by the Cost
Auditors does not contain any qualifications, reservations,
disclaimers or adverse remarks. The Cost Auditors, in their
report, have recommended that the basis for allocation
and absorption of manufacturing expenses/overheads
be further strengthened. The Cost Audit Report for
FY 2024-25 shall be submitted to the Central Government
within the prescribed timelines.

M/s. SKG & Co., being eligible, have consented to act
as the Cost Auditors of the Company for FY 2025-26
and have confirmed that they are not disqualified to be
appointed as such.

The Board, on the recommendation of the Audit Committee,
re-appointed M/s. SKG & Co., Cost Accountants, as
the Cost Auditors of the Company, to carry out the Cost
Audit for FY 2025-26. The remuneration of Cost Auditors
for FY 2025-26 has been approved by the Board on the
recommendation of Audit Committee. In accordance with
the Act and rules thereunder, a resolution for ratification
of remuneration of the Cost Auditors by the Members has
been set out in the Notice of the 31^st AGM.

•    Secretarial Auditors

The Board, on the recommendation of the Audit Committee,
had appointed M/s. MZ & Associates, Practicing Company
Secretaries (Firm Registration No. P2014DE040000), as the
Secretarial Auditors of the Company for FY 2024-25.

The details of the reports and certificate received from M/s.
MZ & Associates, Practicing Company Secretaries, for
FY 2024-25, are as under:

a)    Secretarial Audit Report under Section 204 of the
Act read with Rules made thereunder and Regulation
24A of the SEBI Listing Regulations, is set out in
‘Annexure A1’ to this Report.

b)    Secretarial Compliance Report in relation to
compliance with all applicable SEBI Regulations/
Circulars/Guidelines issued thereunder, Secretarial
Standards issued by the Institute of Company
Secretaries of India (“ICSI”), pursuant to the
requirements of Regulation 24A of the SEBI Listing
Regulations, is set out in ‘Annexure A2’ to this Report.
The Secretarial Compliance Report has been annexed
to this Report for the information of members.

c)    Secretarial Auditor’s Certificate on Corporate Governance
is annexed as ‘Annexure B’ to this Report as required
by Schedule V of the SEBI Listing Regulations.

The Secretarial Audit Report and Secretarial Compliance
Report for FY 2024-25, do not contain any qualifications,
reservations, or adverse remarks.

The Board, based on the recommendation of the Audit
Committee and subject to the approval of the shareholders
at the ensuing AGM, has approved the re-appointment of
M/s. MZ & Associates, Practicing Company Secretaries, as
the Secretarial Auditors of the Company to conduct the audit
of the secretarial records for a period of five consecutive years
from the financial year 2025-26 to the financial year 2029-30,
in terms of provisions of Regulation 24A of the SEBI Listing
Regulations read with SEBI Circular No. SEBI/HO/CFD/
CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024
and the applicable provisions of the Act.

M/s. MZ & Associates have consented to act as the
Secretarial Auditors of the Company and confirmed that
they are not disqualified from such appointment and meet
the eligibility criteria prescribed under Regulation 24A of the
SEBI Listing Regulations, as amended, and the applicable
provisions of the Act.

A detailed proposal for appointment of Secretarial Auditors
forms part of the Notice convening this AGM.

• Internal Auditors

M/s. Oswal Sunil & Co., Chartered Accountants (Firm
Registration No.: 016520N) were appointed as Internal
Auditors of the Company, for FY 2024-25. The Internal
Auditors carried out their reviews in accordance with the
audit plan approved by the Audit Committee. The reports
submitted by them were placed before the Audit Committee
and the Board for their review and consideration. The
Audit Committee reviewed the findings and monitored the
implementation of corrective actions as recommended.

Further, based on the recommendation of the Audit
Committee, the Board re-appointed M/s. Oswal Sunil &

Co., Chartered Accountants as the Internal Auditors of the
Company for FY 2025-26.

The Internal Audit function plays an important role in
providing an independent assessment of the adequacy
and effectiveness of internal controls and processes.
It supports the Company’s overall governance and
compliance framework.

INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

Pursuant to the provisions of Section 124 and 125 of the Act read
with the Investor Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), any
unclaimed or unpaid dividend remaining in the Unpaid Dividend
Account for a period of seven consecutive years is required to
be transferred to the Investor Education and Protection Fund
(“IEPF”), established by the Central Government.

Further, the corresponding shares on which dividend has not
been claimed for seven consecutive years or more shall also
be mandatorily transferred to the demat account of the Investor
Education and Protection Fund Authority (“IEPF Authority”).

During FY 2024-25, the Company did not declare any dividend
and therefore no amount was liable to be transferred to the IEPF.
Further, as on the date of this Report, there are no amounts
or shares due for transfer to the IEPF under Sections 124 and
125 of the Act.

The Company remains committed to complying with the
applicable provisions of the Act and IEPF Rules and will continue
to monitor and take necessary steps in respect of unclaimed
amounts or shares, as and when applicable.

PERFORMANCE EVALUATION

In accordance with the provisions of the Act, the SEBI Listing
Regulations and the Master Circular issued by the Securities and
Exchange Board of India dated July 11, 2023, the Nomination,
Remuneration and Compensation Committee evaluated the
performance of the Board, its Committees, and the individual
Directors (both Independent and Non-Independent) for FY 2024-25
and shared the outcome with the Board for its noting.

The evaluation was conducted through a structured internal
assessment process using comprehensive questionnaires
circulated to all Board Members. The evaluation criteria were
aligned with the guidance provided under Schedule IV of the
Act for Independent Directors and covered both quantitative and
qualitative aspects of governance and effectiveness.

Board Evaluation

As part of the performance evaluation process, the Board was
reviewed on the basis of the following key parameters:

•    Board composition, diversity, and the collective skill set
of its members;

•    Effectiveness of Board processes, including the frequency
and quality of meetings, and the flow of information;

•    Oversight of financial reporting, internal controls, and risk
management frameworks;

•    Engagement with strategy, compliance, governance, and
ethical standards;

•    Review of management performance and adequacy of
internal control systems.

Committee Evaluation

Each Committee’s performance was assessed by its respective
members using parameters such as:

•    Clarity of mandate and terms of reference;

•    Composition and effectiveness of the Committee;

•    Quality and timeliness of agenda and deliberations;

•    Efficiency in reporting and contribution to the Board’s
decision-making.

Individual Directors’ Evaluation

The performance of individual Directors was assessed, based
on the following parameters:

•    Leadership skills and domain expertise;

•    Understanding of the Company’s business, strategy,
and risks;

•    Adherence to fiduciary responsibilities and ethical standards;

•    Contribution to Board deliberations and decision-making;

•    Compliance with the Code of Conduct and role clarity
between Board and management;

•    Proactive participation in meetings and effective
communication.

Performance Evaluation by Independent Directors

In compliance with Schedule IV of the Act and the applicable
provisions of the SEBI Listing Regulations, a separate meeting
of the Independent Directors of the Company was held without
the presence of Non-Independent Directors and members of
management. At the said meeting, the Independent Directors,
among other matters, reviewed and discussed performance
and effectiveness of the Executive Directors, the Board as a
whole, its Committees, and functioning and leadership of the
Chairman of the Board.

A detailed disclosure on performance evaluation by Independent
Directors of the Company, pursuant to applicable provisions of
the Act and SEBI Listing Regulations, is provided in the Corporate
Governance Report section forming part of this Annual Report.

Outcome of the Evaluation

The Nomination, Remuneration and Compensation Committee
and the Board in their respective meetings expressed overall
satisfaction with the evaluation process. The feedback highlighted
that the Board functions cohesively and transparently, with active
and meaningful participation from all Directors. The Committees
were found to be effective in discharging their responsibilities
and supporting the Board in key areas.

Independent Directors, with their diverse experience, were
commended for their role in guiding governance, compliance,

and risk oversight. The Executive Directors demonstrated
strong leadership in their respective domains and contributed
significantly to the Company’s strategic direction and
operational performance.

The Chairman was appreciated for his inclusive leadership style,
openness to diverse perspectives, and commitment to upholding
high standards of corporate governance.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company,
formulated and administered by the Nomination, Remuneration
and Compensation Committee (“NRC”), is in line with the
provisions of Section 178 of the Act and Regulation 19 of the
SEBI Listing Regulations.

The Policy outlines the framework for identifying and
recommending individuals for appointment as Directors or
in Senior Management, determining their qualifications and
attributes, and evaluating their performance and structuring
appropriate remuneration aligned with the Company’s objectives.
The key responsibilities of the NRC, as per the Policy, include:

•    Formulating criteria for determining qualifications,
positive attributes, and independence of a Director and
recommending a policy relating to the remuneration
of Directors, Key Managerial Personnel (KMP), and
other employees;

•    Identifying and recommending suitable candidates
for appointment or re-appointment as Directors or in
Senior Management;

•    Formulating the criteria for performance evaluation of
Independent Directors, the Board, and its Committees, and
reviewing the outcomes;

•    Devising a policy on Board diversity and succession
planning for the Board and Senior Management;

•    Reviewing and recommending the remuneration payable
to Directors, KMP, and Senior Management, ensuring it is
performance-driven and appropriately balanced between
fixed and variable components;

•    Ensuring the Company’s compliance with applicable
securities laws and other regulatory requirements; and

•    Performing any other functions delegated by the Board or
required under applicable laws and regulations.

In addition, the NRC acts as the Compensation Committee
under the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021. It is entrusted with the administration
and implementation of the Company’s Employees Stock Option
Schemes (ESOPs), including:

•    Determining eligibility and approving grants;

•    Fixing the terms of grant and exercise price;

•    Interpreting and administering the schemes; and

•    Addressing administrative and governance matters related
to the schemes.

During the year under review, the Nomination and Remuneration
Policy was revised, inter-alia, to bring it in line with recent
amendments to applicable law.

The Policy is also available on the Company’s website at https://
www.exicom.com/investors#policies-practices.

REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND PARTICULARS
OF EMPLOYEES

The remuneration paid to the Directors, Key Managerial
Personnel and Senior Management Personnel is in accordance
with the Nomination and Remuneration Policy formulated in
accordance with Section 178 of the Act and Regulation 19 read
with Schedule II of the SEBI Listing Regulations. Details thereof
are given in the Report of Corporate Governance forming part of
this Annual Report.

The information required under Section 197(12) of the Act read
with Rule 5(1), (2), and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, including the
ratio of remuneration of each Director to the median employee’s
remuneration, percentage increase in remuneration of KMP, and
details of top 10 employees in terms of remuneration, is annexed
to this Report as ‘Annexure C’.

Disclosure under Section 197(14) of the Act

The Managing Director & Chief Executive Officer and Whole¬
time Director of the Company do not receive any remuneration
or commission from any of the subsidiaries of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

During the year under review, the Company entered into
transactions with related parties, including entities controlled
directly or indirectly by members of the Promoter and Promoter
Group. All such transactions were undertaken in the ordinary
course of business and on an arm’s length basis, in compliance
with the applicable provisions of the Act, the SEBI Listing
Regulations, and relevant tax laws.

All related party transactions were placed before the Audit
Committee for prior approval, as per the applicable statutory
framework. The Audit Committee also granted omnibus approvals
for transactions that were repetitive in nature and fell within the
prescribed limits. A quarterly review of related party transactions
entered into by the Company was also placed before the Audit
Committee. Any Director with an interest in a transaction abstained
from participating in discussions and voting thereon.

As part of the Company’s annual planning exercise, a summary
of proposed transactions with related parties detailing the
estimated values, nature of transaction, pricing methodologies,
was submitted to the Audit Committee for its review and approval.
Any revisions or additional transactions during the year were
also placed before the Audit Committee for its consideration.
These were further presented to the Board on a quarterly basis
for information and oversight.

To ensure objectivity and adherence to transfer pricing and
tax laws, the Company engages an independent professional
firm to prepare a comprehensive transfer pricing report each
year. This independent evaluation supports the Company’s
assessment of arm’s length pricing and strengthens its regulatory
compliance posture.

There were no materially significant related party transactions

that could have a potential conflict with the interests of the
Company at large.

The Company ensures that all related party transactions are
undertaken in compliance with applicable laws and governance
requirements, without compromising the interests of the
Company and its stakeholders.

Statutory Disclosure

The details of the related party transactions as per Ind AS-
24 on Related Party Disclosures are set out in Note No. 55 of
the Standalone Financial Statements; and Note No. 49 of the
Consolidated Financial Statements.

In compliance with Regulation 23 of the SEBI Listing Regulations,
the Company submits disclosures of related party transactions,
in the format prescribed by SEBI within the prescribed timelines
on a half-yearly basis, to the Stock Exchanges, where the shares
of the Company are listed.

Form AOC-2 pursuant to Section 134(3)(h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014, is set out in
‘Annexure D’ to this Report.

POLICY ON RELATED PARTY TRANSACTIONS

During the year under review, the Board, based on the
recommendation of the Audit Committee, approved revisions in
the Policy on Related Party Transactions. These changes were
undertaken to align it with recent amendments to applicable
SEBI Regulations and to further strengthen the Company’s
governance framework.

The key revisions included enhanced disclosure and information
requirements at the time of seeking approvals from the Audit
Committee, Board, and/or shareholders, as applicable; inclusion
of norms related to ratification of related party transactions by
Independent Directors on the Audit Committee under specific
conditions, as permitted by law; a provision for ratification of
transactions up to ? 1 crore where prior approval could not be
obtained, subject to prescribed conditions and timelines; enabling
the Audit Committee to grant omnibus approval for transactions
entered into by subsidiaries with their related parties; a provision
for quarterly review of Related Party Transactions entered into
by subsidiaries and other editorial and cosmetic updates for
clarity and consistency with the recent amendments notified on
December 12, 2024.

The revised Policy continues to provide a comprehensive
governance and approval mechanism for related party
transactions in accordance with the provisions of Section 188
of the Act and Regulation 23 of the SEBI Listing Regulations, as
amended. It outlines clear procedures for determining materiality

thresholds, seeking prior approvals, reviewing ongoing
transactions, and ensuring timely and transparent disclosures.

The Policy defines the roles and responsibilities of the Audit
Committee, which is entrusted with reviewing and approving all
related party transactions to ensure that such transactions are
undertaken at arm’s length, in the ordinary course of business,
and in the best interests of the Company and its stakeholders.
The framework provides adequate safeguards to avoid potential
conflicts of interest and promotes high standards of transparency
and accountability in all related party dealings.

The updated Policy on Related Party Transactions is available
on the Company’s website at https://www.exicom.com/
investors#disclosure.

ANNUAL RETURN

In accordance with Section 92(3) read with Section 134(3)(a)
of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company as
on March 31,2025, in Form MGT-7, is available on the Company’s
website at https://www.exicom.com/investors#annual-return.
The Annual Return shall be submitted to the Registrar of
Companies within the timelines prescribed under the Act.

RISK MANAGEMENT

The Company adopts a structured and proactive approach to
risk management, encompassing risk identification, evaluation,
mitigation, and continuous monitoring. Regular risk assessments
are conducted to identify uncertainties in both internal and
external environments that may affect the achievement of
business objectives. Risk mitigation measures are embedded
in the Company’s strategic and operational plans through the
formulation of short-term and long-term action plans, as well as
contingency arrangements.

The Board has constituted a Risk Management Committee
to oversee the Company’s risk framework and assess risks
related to its businesses together with mitigation measures. The
Committee functions under the overall supervision of the Board.
Details regarding the composition of the Risk Management
Committee are provided in the Corporate Governance Report
forming part of this Annual Report.

Pursuant to the requirements under Section 134(3)(n) of the
Act and Regulation 17(9) of the SEBI Listing Regulations, the
Company has in place a Risk Management Policy to address
strategic and operational risks and to contain their impact and
likelihood within acceptable limits, as agreed with the Board
from time to time.

Recognizing the increasing complexity of business operations
and regulatory compliance, the Board has adopted a formal
‘Risk Management Committee Charter’. This Charter defines
the structure, responsibilities, and operational procedures
of the Risk Management Committee, thereby ensuring clear

accountability and effective governance of the Company’s risk
management framework.

The Risk Management Policy and Risk Management Committee
Charter are available on the Company’s website at https://www.
exicom.com/investors#policies-practices.

During FY 2024-25, the Risk Management Committee carried
out its review of risks in line with the approved framework. The
Board is of the opinion that the Company has not identified any
elements of risk that may threaten the existence of the Company.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company is committed to conducting its affairs with
the highest standards of integrity, transparency, and ethical
behaviour. In line with Section 177(9) and (10) of the Act and
Regulation 22 of the SEBI Listing Regulations, the Company has
established a robust vigil mechanism through its Whistle Blower
Policy to enable employees and Directors to report genuine
concerns, including instances of leakage of unpublished price
sensitive information.

All complaints received under the Policy are investigated
promptly and appropriate action is taken.

The Whistle Blower Policy aims to:

•    Provide a secure and confidential channel for employees
and Directors to report genuine concerns about unethical
behaviour, actual or suspected fraud, leakage of
Unpublished Price Sensitive Information, or violations of
the Company’s policies or codes of conduct.

•    Ensure adequate safeguards against victimization of
whistle blowers and maintain their confidentiality.

•    Promote a culture of transparency, integrity, and
accountability within the organization by encouraging
ethical practices.

•    Enable direct access to the Chairperson of the Audit
Committee in appropriate or exceptional cases.

•    Establish a structured mechanism for the thorough
investigation of concerns and ensure appropriate
disciplinary or corrective actions are implemented.

•    Comply with the requirements of Section 177(9) and (10) of
the Act, Regulation 22 of the SEBI Listing Regulations, and
Regulation 9A (6) of the SEBI (Prohibition of Insider Trading)
Regulations, 2015.

During the year under review, no complaint was received and no
person was denied access to the Audit Committee.

During the year under review, the Board reviewed and modified
the Policy for broader coverage and the updated Policy is
available on the website of the Company at https://www.exicom.
com/investors#disclosure.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes in contributing to the well-being of
society and has proactively undertaken various Corporate Social
Responsibility (“CSR”) initiatives over the years. In compliance
with Section 135 of the Act and the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Company has adopted
a comprehensive CSR Policy that outlines its commitment to
responsible and inclusive growth. The CSR Policy is available on
the Company's website and can be accessed at https://www.
exicom.com/investors#policies-practices.

CSR Initiatives for FY 2024-25

During FY 2024-25, the Company undertook several impactful
CSR projects in accordance with its CSR Policy and the annual
action plan approved by the Board. The Company’s statutory
CSR obligation for the year was ?81.14 Lakhs, against which
the CSR Committee and the Board approved a budgeted outlay
of ?81.50 Lakhs. Out of this, approximately ?56.68 Lakhs was
spent on CSR activities during the year, while the balance ?24.82
Lakhs relating to ongoing projects has been transferred to the
Unspent CSR Account in compliance with Section 135(6) of the
Act. The CSR initiatives focused on key areas including:

•    Healthcare

•    Education & Skill Development

•    Elder Care

•    Environmental Sustainability

•    Animal Welfare and Rescue

•    Heritage Preservation and Conservation

CSR activities were carried out through credible and experienced
implementing partners such as Wockhardt Foundation, Taleem
Foundation, Earth Saviours Foundation, People for Animals,
Sabhyata Foundation, and others.

Key initiatives included:

•    Mobile Medical Unit (“MMU”): Delivered preventive and
primary healthcare services to over 38,500 individuals,
with approximately 47% beneficiaries from vulnerable and
marginalized communities.

•    Wheel of Care: Provided essential medical support to
1,200 underprivileged individuals, all from marginalized
backgrounds.

•    Vetkind Initiative: In collaboration with People for Animals,
the Company focused on rescuing and rehabilitating
200 abandoned and injured cows, indirectly benefiting
local rural communities through improved public
hygiene and awareness.

•    Jaldhara: A water conservation project in Dharampur,
Gurugram benefitting an estimated 2,500 individuals, with
27.3% from vulnerable groups.

•    Project Stuti: In collaboration with Taleem Foundation,
the Company contributed financial support to address the
educational and hygiene needs of underprivileged girls,
ensuring access to basic education.

•    Adoption of Heritage Sites: In collaboration with Sabhyata
Foundation, the Company contributed to preserving India's
cultural legacy under the “Adopt a Heritage 2.0” initiative.

•    Jeev Seva initiative: The project supported Gau Sewa
Dham by supplying emergency medical aid and nutrition
for rescued and abandoned cows.

•    Plantation Drive “Green Earth, Clean Future":

Plantation of climate-resilient species in Telangana
around the manufacturing unit to enhance biodiversity,
improve air quality, and engage the community in
environmental preservation.

Governance and Disclosures

The Company has constituted a CSR Committee in accordance
with statutory requirements, that monitors implementation of the
CSR Policy and activities. Details regarding the composition of
the CSR Committee, its terms of reference, and other relevant
disclosures are provided in the Corporate Governance Report,
which forms part of this Annual Report.

The Company confirms that the unspent portion of CSR obligation
for FY 2024-25 has been duly transferred to the Unspent CSR
Account in compliance with Section 135(6) of the Act, and
shall be utilized within the prescribed timeline for the approved
ongoing project, in line with the implementation schedule.

A detailed report on the CSR activities undertaken during the year,
in the format prescribed under Rule 8 of the Companies (CSR
Policy) Rules, 2014, is annexed to this Report as ‘Annexure E’.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

The details of energy conservation, technology absorption and
foreign exchange earnings and outgo as required under Section
134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts)
Rules, 2014, are annexed to this Report as ‘Annexure F’.

RESEARCH AND DEVELOPMENT (R&D- DCT)

Your Company has a strong and committed in-house R&D team
in Gurugram and Bangalore.

R&D Gurugram has worked/ working on following
product developments:

1) High Power Density and High-Efficiency Single
Phase rectifiers

To meet the power requirement of 5G network, your
Company has taken up joint product development of single¬
phase rectifiers of rating up to 4kW with our technology
partner. The single-phase rectifiers were designed with
state-of-the-art advanced topologies for very high-
power density and high efficiency (>96%). Products were
designed with consideration of cost-effectiveness, feature-
richness and reliability. All the requirement specifications
were defined based on your Company’s standard product
specification and the communication protocol was kept in

line with M2000 system controller CAN communication.
Detailed internal testing has been carried out to ensure
reliability and long-term performance. After successful
integration of 4kW and 3kW rectifier, recent developed
product 2kW and 1kW rectifier field trials were planned and
critically inspected for field failure.

2)    IP67-based Charger of rating up to 3kW

To meet the EV 2-wheeler/3-wheeler charging requirement,
the development of chargers for the mobility market
segment has been taken up with rating up to 3kW.
These chargers with state of art power design and IP67
enclosure can fulfil the end customer requirement of
vehicle charging with high reliability and performance.
These lightweight chargers have been designed to mount
either on the vehicle or can be used as off-board chargers.
These chargers support multiple CAN communication
protocols for charging different batteries. Final Proto
Testing and validation have been completed/ planned for
the completed/ underdevelopment chargers of different
power ratings. The product details/datasheet have been
circulated to customers and based on the sales order the
commercial supply will be carried out for the charger.

3)    High-Efficiency Photon Series Solar Chargers

To meet the power requirements of the 5G network, your
Company has undertaken joint product development of the
Photon series solar chargers, with power ratings of up to
4kW. These chargers are designed with a single controller
and a single fan (for rating less than 3kW), offering high
reliability and power density.

The Photon solar chargers comply with the latest energy
efficiency standards, achieving energy efficiency greater
than 96% and MPPT tracking efficiency exceeding 98%.
These modules are designed to operate in parallel with
other solar charger modules and AC-DC rectifiers, forming
part of a DC power system that is controlled and monitored
by the M2000 controller via CAN communication.

The high MPPT tracking efficiency minimizes or eliminates
the need for diesel generator (DG) usage, making it a cost-
effective OPEX solution for telecom sites. The integrated
rectifier and solar charger-based power plant provides an
all-in-one power solution for mobile telecom operators,
serving both Indian and international markets.

The products were developed with a strong focus on
cost-effectiveness, feature richness, and reliability. All
requirement specifications were defined in accordance
with your company’s standard product specifications, and
the communication protocol was aligned with the M2000
system controller’s CAN protocol.

Extensive internal testing has been conducted to ensure
reliability and long-term performance. Field trials were
carefully planned and rigorously evaluated under real-world
conditions to identify and address potential failures.

The 4 kW, 3 kW, and 1 kW high efficiency variants have been
successfully integrated into Exicom’s product portfolio and
are now available for customer deployment.

4)    Telecom DC-AC Inverters

Telecom DC-AC Inverters in the 5G telecom infrastructure,
many equipment components operate on AC power or
require backup power arrangements. Given the existing
infrastructure—where battery chargers and backup
batteries are already in use—the inclusion of an inverter
becomes essential.

Based on customer requirements, your company has
undertaken a project to develop an inverter with a power
rating of up to 1 kW. The specification benchmarks were
established by evaluating competitor products to ensure
competitiveness and performance.

The inverter was developed with a strong emphasis on
cost-effectiveness, feature richness, and reliability. All
requirement specifications were defined in alignment with
your company’s standard product specifications, and the
communication protocol was designed to be compatible
with the M2000 system controller’s CAN protocol.

Extensive internal testing has been conducted to validate
reliability and long-term performance. Field trials were
meticulously planned and rigorously assessed under real-
world conditions to identify and mitigate potential failures.

The 500VA variant has also been successfully integrated
into Exicom’s product portfolio and is now available for
customer deployment.

5)    IP65, 3kW Pole Mountable Rectifier and Battery
Solution

To meet the power requirements of the 5G network, your
company has initiated joint product development of single¬
phase IP65 rectifiers with power ratings of up to 3kW, in
collaboration with a technology partner. These rectifiers are
designed using state-of-the-art advanced topologies to
achieve very high power density and efficiency (>96%), all
housed within a robust IP65-rated enclosure.

The product supports three load terminations and two
battery connections of up to 50Ah. This rectifier and
battery combination can be pole-mounted, making it ideal
for urban 5G backup power applications.

The design emphasizes cost-effectiveness, feature
richness, and reliability. All requirement specifications
were defined in accordance with your company’s standard
product specifications. Extensive internal testing has been
conducted to ensure reliability and long-term performance.

6)    BIU (Battery Interface Unit)

To meet the requirement of large number of Li-Ion battery
modules a new communication unit BIU has been
designed. This unit can communicate with up to 6 battery

strings each supporting 18 modules. The unit provides a
consolidated Modbus interface towards SMPS controller
and Modbus-TCP interface for standalone monitoring. The
parallel polling will provide approximately the same delay
as is currently being observed for the current scheme of
polling maximum 16 modules on a single RS485 interface,
thus keeping the performance at same levels.

With availability of this unit, the Company’s Power plant
can now handle up to 108 Li-Ion modules as against earlier
16 modules. This has enabled usage of Company controller
for large installations also. The unit is now in production.

7)    M1000-H New Applications

M1000-H is hybrid controller having analog and digital
section in same unit. This design is used in small systems.
It can monitor voltage, current, temperature signals,
process and display data on 1.8” LCD. It have two LVD
control and 8 PFC input output support which makes it
a stand out product in this range. It supports two RS485
channel and one CAN communication along with USB and
Ethernet 10/100 Mbps. This card has 5 position keypad for
users’ operation.

This unit has been fully revised (both hardware and
software) to support large scale deployment for upcoming
BSNL’s BharetNet project.

8)    M2100

Our existing M2000 series controller provides 10/100 Mbps
Ethernet interface whereas now market demands higher
speed of 1000 Mbps. This controller has been designed
to support 10/100/1000 Mbps speed. This new controller
also provides higher memory to incorporate multiple other
features and support new upcoming customer requirements.
Additionally, this has made our web pages faster.

With the availability of this controller, we have been able
to tap one of the large customers in India. The product is
currently under field trials.

RESEARCH AND DEVELOPMENT (R&D- EVSE)

Category: AC Charger

EVSE R&D is working on following product developments

and technologies:

1. Design improvement: Spin Pro 22kW type-2 AC charger
(gen 2.0)

Supports 22kW output AC power, comes in three phase
configurations, with display and designed for all weather
environments with IP66 rating and offers a number of features
suitable for public applications where robustness, durability
and access control systems are critical. It comes with dynamic
load balancing technology and Spin.Net functionality to ease
adoption of EV infrastructure at public levels. The Charger
also comes with an option of getting connected that allows
comprehensive and easy access to data via centralised
management software. The variant comes with IEC 62196-2
AC Type-2 connector/ Type-2 socket based configuration. It

comes with attractive IMD display. The charger comes in both
vertical and horizontal configurations.

Plan for FY 2024-25 was:

a.    LoRA functioning.

b.    Design level changes based on field trials of Spin Air.

2.    Design improvement: Spin Free V2 3.3kW type-2 portable
AC charger (gen 2.0)

A single phase, light weight, compact and portable AC
charger that comes with AC Type 2 output connector
upgradable up to 3.3kW, which helps consumers to charge
their vehicle during their journey. This charger comes with
standard three pin plug at input side and gets input from a
standard socket that can be easily located at restaurant,
parking plaza, roadside motels or rest house.

Plan for FY 2024-25 was:

a.    PCA conversion to ICT variant.

b.    Design level changes based on field trials of Spin Air.

3.    New development: Spin Free V2 7.5kW swappable type-2
portable AC charger

A single phase, light weight, compact and portable AC
charger that comes with AC Type 2 output connector
upgradable upto 7.5kW, which helps consumers to charge
their vehicle during their journey. This charger comes
with standard three pin plug at input side and gets input
from a standard socket that can be easily located at
restaurant, parking plaza, roadside motels or rest house
and supports upto 16A, 3.3kW, also supports industrial
plug via a swappable connector, which can support upto
32A, i.e. 7.5kW.

4.    New development: Spin Air-UL 7.5/ 11/15kW type-1 SAE
J1772/NACS

Spin Air UL is the Company’s most compact charger
supporting both Type-1 SAE J1772/ NACS output AC
power, supports split phase configurations, designed for all
weather environments with IP66 rating and offers a number
of features suitable for public applications where robustness,
durability and access control systems are critical. It comes
with improved aesthetics and a dynamic load balancing
technology to ease adoption of EV infrastructure at home
and public levels. The Charger also comes with an option
of getting connected that allows comprehensive and easy
access to data via centralised management software. The
variant is under UL certification.

EVSE R&D team has successfully launched below products
and technologies:

1.    New development: Spin Air UL- 7.5/11/15kW type-
1 SA J1772/ NACS

2.    PCA AC EVSE TYPE-2 2.0 with LAN, LoRA and display
support - Newly designed and developed printed
circuit board assembly with advanced features for AC
Type 2 charger, based on ICT.

3.    Portable Type-2 EVAC 7.5kW charger with
swappable input.

Category: DC Charger

EVSE R&D team is working on following product developments

and technologies:

1.    Design improvement: Harmony 600kW Dispenser with
Liquid cooled system

High power DC charging system with liquid cooled
technology to work efficiently at higher temperature and
350A/500A as output current.

Plan for FY 2024-25 was development of liquid-cooled/ air¬
cooled dispenser units.

2.    New Development: EV Harmony series gen 2.0

Exicom's harmony EVDC charger Gen 2.0 is an
improved version of the current Harmony EVDC charger
supporting power output DC power from 60kW to 240kW,
especially designed for installation at public charging
stations. Like every charging equipment in the Exicom’s
product line, this charger is designed for all weather
environments and offers several features suitable for
public applications where robustness, durability and
access control systems are critical. It comes with
dynamic load balancing technology to ease adoption
of EV infrastructure at public levels. It comes with
improved aesthetics and offers improved performance.
Charger supports CCS-2 connectors, certified under
IEC62196-2. It supports merging of complete power to
single connector when the second connector is idle and
dynamic power allocation to both the connectors. The
Charger also comes with an option of getting connected
that allows comprehensive and easy access to data via
centralized management software, supports additional
cable management system for ease of cable handling,
improved architecture, premium door with harmony/
customer specific illuminated logo design.

3.    New Development: EV Harmony Ring

Exicom's harmony EVDC charger Gen 2.0 is now
equipped with Harmony Ring especially designed for
installation at public charging stations. Supports merging
of two individual chargers into one entity and deliver
maximum possible output. Example: 2x 60kW chargers=
120kW max output. Like every charging equipment in
the Exicom’s product line, this charger is designed for all
weather environments and offers several features suitable
for public applications where robustness, durability
and access control systems are critical. It comes with
dynamic load balancing technology to ease adoption
of EV infrastructure at public levels. It comes with
improved aesthetics and offers improved performance.
Charger supports CCS-2 connectors, certified under
IEC62196-2. It supports merging of complete power to
single connector when the second connector is idle and

dynamic power allocation to both the connectors. The
Charger also comes with an option of getting connected
that allows comprehensive and easy access to data via
centralized management software, supports additional
cable management system for ease of cable handling,
improved architecture, premium door with harmony/
customer specific illuminated logo design.

4. EV Harmony 400kW distributed system with up to 12
dispensers support

High power DC charging system with liquid cooled
technology to work efficiently at higher temperature
and 350A/500A as output current. Output power
configurations: 240/360/400kW.

Technology:

1.    Dynamic Load sharing- Sharing of load dynamically
between the two connectors to efficiently use
charger’s potential capacity.

2.    New foldable arm-based cable management system.

3.    New UI with 10” display across all the models -
Enhanced user interface with increased display size
for better user experience, Multi-lingual support,
screen savers etc.

4.    Harmony Ring feature to connect two chargers
together to give combined output.

CORPORATE GOVERNANCE

Your Company believes in adopting best practices of corporate
governance and has complied with all the mandatory
requirements relating to Corporate Governance as stipulated in
Para C of Schedule V of the SEBI Listing Regulations.

In compliance with Regulation 34(3) of the SEBI Listing
Regulations, a separate report on Corporate Governance, as
stipulated, is presented in a separate section forming part of
this Annual Report.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a
diverse Board in its success. A truly diverse Board leverages
differences in thought, perspective, regional and industry
experience, cultural and geographical background, age,
ethnicity, race, gender, knowledge and skills, including expertise
in finance, global business, leadership, information technology,
mergers and acquisitions, Board service and governance, sales
and marketing, Environmental, Social and Governance (ESG),
risk management and cybersecurity and other domains, which
help ensure that Exicom retains its competitive advantage. The
Board Diversity Policy adopted by the Nomination, Remuneration
and Compensation Committee sets out its approach to diversity.

The Policy is available on our website at https://www.exicom.
com/investors#policies-practices.

Details on Board Diversity are available in the Corporate
Governance Report that forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report for the year
under review, as stipulated under Regulation 34(2)(e) read with
Para B of Schedule V of the SEBI Listing Regulations, is presented
in a separate section forming part of this Annual Report.

COMPLIANCE MANAGEMENT

The Company has institutionalized a centralized digital
compliance management system to ensure structured adherence
to applicable legal and regulatory requirements, including
those under the Act, SEBI Regulations, labour laws, and other
relevant statutes.

The platform enables real-time compliance tracking through
automated alerts and task assignments to designated
compliance owners, who are required to periodically certify
the status of their respective obligations. These certifications
are reviewed by designated approvers, and a consolidated
compliance dashboard provides functional heads and the
Compliance Officer with comprehensive visibility and oversight.

The system further facilitates timely responses to statutory
obligations, supports audit trails, and enhances risk mitigation
through status tracking, escalations, and robust reporting
capabilities. By digitizing compliance workflows, the platform
strengthens the Company’s overall governance and regulatory
risk management framework.

DISCLOSURE IN TERMS OF THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

In accordance with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 (“POSH Act”), the Company has adopted a comprehensive
Policy on Prevention of Sexual Harassment at Workplace.
The Policy aims to provide a safe, secure, and enabling work
environment, free from any form of sexual harassment.

The scope of the Policy extends to all employees, including
contract workers, probationers, temporary staff, trainees,
apprentices, and visitors across all Company locations. The
Policy also outlines the redressal mechanism in line with statutory
guidelines, reinforcing the Company’s commitment to fostering a
respectful workplace culture.

An Internal Complaints Committee (“ICC”) has been duly
constituted at all locations, in compliance with Section 4
of the POSH Act. During the year under review, the ICC was
reconstituted with new members, including an external member
as mandated. The ICC is responsible for addressing complaints
of sexual harassment in a fair and impartial manner.

To ensure continued awareness and compliance, the Company
conducts periodic orientation and sensitization programs across
all levels. These sessions included, inter alia:

•    Awareness workshops on the POSH Policy and
employee rights;

•    Interactive sensitization sessions for female employees; and

•    Orientation and training programs for ICC members in
accordance with Section 19 of the POSH Act.

The Company remains committed to upholding the highest
standards of workplace safety and inclusivity.

Further, in compliance with the POSH Act and pursuant to the
recent amendments notified by the MCA vide Notification dated
May 30, 2025, the disclosures for FY 2024-25 are as under:

a.    number of complaints of sexual harassment received
during the year: Nil

b.    number of complaints disposed off during the year: Nil

c.    number of cases pending for more than ninety days: Nil

d.    number of complaints pending as at end of financial year: Nil

The Company’s Policy on Prevention of Sexual Harassment
is available on its website at https://www.exicom.com/
investors#policies-practices.

AFFIRMATIONS ON COMPLIANCE WITH THE
MATERNITY BENEFIT (AMENDMENT) ACT, 2017

Pursuant to the recent amendment introduced under the
Companies (Accounts) Second Amendment Rules, 2025,
companies are now required to include a declaration in its
Board’s Report regarding compliance with the provisions of
the Maternity Benefit Act, 1961, as amended from time to time.
This legislation ensures key entitlements for women employees,
including paid maternity leave, medical bonuses, nursing breaks,
and creche facilities for eligible establishments as per the
prescribed thresholds.

Your Company affirms that it is fully compliant with the provisions
of the Maternity Benefit Act, 1961, as amended from time to
time, to the extent applicable. The Company remains committed
to fostering a safe, inclusive, and supportive work environment
for women, including during and after pregnancy, in line with the
entitlements prescribed under the Act.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In compliance with Regulation 34(2)(f) of the SEBI Listing
Regulations, the Business Responsibility and Sustainability
Report (“BRSR”) on environmental, social and governance
disclosures including BRSR Core consisting of Key Performance
Indicators as stipulated under the SEBI Listing Regulations, is
presented in a separate section forming part of this Annual Report.

DIRECTORS AND OFFICERS LIABILITY INSURANCE
(‘D&O INSURANCE’)

In terms of Regulation 25(10) of the SEBI Listing Regulations, the
Company has obtained a Directors and Officers Liability Insurance
Policy (“D&O Insurance”). This Policy provides coverage to all
Directors, including Independent Directors and officers of the
Company, against any personal liability that may arise while
discharging their fiduciary duties and responsibilities in connection
with the affairs of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board confirms that, during the period under review,
the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India, as amended from time to time.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Act with
respect to Directors’ Responsibility Statement, the Directors
hereby confirm that:

a.    in the preparation of the annual accounts for FY 2024-25,
the applicable Accounting Standards have been followed
and there are no material departures from the same;

b.    the Directors have selected such accounting policies and
applied them consistently and made judgements 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 March 31, 2025 and of the profit of the Company
for FY 2024-25;

c.    proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of

the Company and for preventing and detecting fraud and
other irregularities;

d.    the annual accounts have been prepared on a ‘going
concern’ basis;

e.    proper internal financial controls laid down by the Directors
have been followed by the Company and that such
internal financial controls are adequate and operating
effectively; and

f.    proper systems to ensure compliance with the provisions of
all applicable laws are in place and that such systems are
adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATOR(S) OR COURT(S) OR
TRIBUNAL(S) AFFECTING THE GOING CONCERN
STATUS

There are no significant and material orders passed by the
Regulator(s) or Court(s) or Tribunal(s) affecting the going concern
status and Company’s operations in future.

CODE OF CONDUCT FOR PREVENTION OF
INSIDER TRADING

In accordance with the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, the Company
has adopted a comprehensive Code of Conduct to Regulate,
Monitor and Report Trading by the Designated Persons (“Insider
Trading Code”). The Insider Trading Code is aimed at ensuring
prevention of insider trading in the securities of the Company
by regulating the communication and use of unpublished price
sensitive information.

The Insider Trading Code outlines the procedures to be followed
and the disclosures to be made by Designated Persons and
other connected persons while trading in the securities of the
Company. It also sets forth internal controls and governance
mechanisms for monitoring compliance.

All members of the Board and Designated Persons have
confirmed compliance with the Insider Trading Code during the
year under review.

The Code is available on the Company’s website at: https://
www.exicom.com/investors#policies-practices.

DISCLOSURE RELATED TO INSOLVENCY AND
BANKRUPTCY CODE, 2016

No application has been made under the Insolvency and
Bankruptcy Code, 2016. Hence, the requirement to disclose the
details of the application made or any proceeding pending under
the said Code during the year along with their status as at the
end of the financial year is not applicable.

DETAILS OF ONE TIME SETTLEMENT WITH BANKS

There were no instance of one-time settlement with any Bank(s)
or Financial Institution(s) during the year under review.

REPORTING PERIOD

The financial information is reported for the period April 1,2024
to March 31,2025. Some parts of the non-financial information
included in this report are provided as on the date of this Report.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis Report
describing the Company’s projections, estimates, expectations
or predictions may be ‘forward looking statements’ within the
meaning of applicable securities laws and regulations. Actual
results could differ materially from those expressed or implied.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record its
appreciation for the dedication and commitment of employees
demonstrated at all levels, which has contributed to the success
of your Company. Your Directors also express their gratitude
for the valuable support and co-operation extended by all
stakeholders including banks, financial Institutions, vendors,
service providers and regulatory authorities. We also thank our
customers, business partners, members and other stakeholders
for their continued support during the year.

For and on behalf of the Board of Directors of
Exicom Tele-Systems Limited

Anant Nahata    Subhash Chander Rustgi

Managing Director & Chief Executive Officer    Director

DIN: 02216037    DIN: 06922968

Date: August 11,2025
Place: Gurugram