Your Directors have pleasure in presenting the 14^th Annual Report on the business and operations of the Company together with
Audited Financial Statements for the year ended 31st March, 2025.

1. SUMMARY OF FINANCIAL RESULTS

The Standalone and Consolidated Financial Results for the year under review are given below:

2. CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements in addition to the Audited Standalone Financial Statements pursuant to
Section 129(3) of the Companies Act, 2013 (Act) read with the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('SEBI Listing Regulations') and prepared in accordance with the Indian Accounting Standards prescribed
by the Institute of Chartered Accountants of India is part of this Annual Report.

The Consolidated Profit and Loss Account for the period ended 31st March 2025, includes the Profit and Loss Account for
the Subsidiaries/ Associates for the Financial Year ended 31st March 2025. (Refer Form AOC - 1 attached with Consolidated
Balance Sheet).

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company,
containing therein its standalone and the Consolidated Financial Statements have been placed on the website of the
Company in the Annual report section at http://www.universusphotoimagings.com/investors.html.

3. COMPANY'S PERFORMANCE

During the year, the key highlights of the Company's performance during the Financial Year 2024-25 are as under:

• Revenue from operations on a standalone basis was INR. 2459.60 Lakhs as against INR 3244.76 Lakhs in the previous
Financial Year.

• Net Profit before Profit before Depreciation & Tax on a standalone basis was INR. 4047.70 Lakhs as against INR. 4048.63
Lakhs in the previous Financial Year.

• Net Profit after Tax on standalone basis was INR. 3174.52 Lakhs as against INR 3088.77 Lakhs in the previous Financial
Year.

4. quality management system

Our manufacturing units are certified to the following standards:

• ISO 9001:2015 Quality Management System

• ISO 13485:2016 Medical Device Quality Management System

5. SuBSIDIARIES/JOINT VENTuRES/ASSOCIATE COMpANIES

During the year under review there is no subsidiary of your company. However company is having one Associate company
namely JPF Netherlands B.V.

During the year the company has subscribed to the right issue of shares (9967500 shares @ Euro 3 per share) offered by
associate company JPF Netherlands BV to all its shareholders in proportion of shareholding.

6. SHARE CAPITAL

During the year under rev'ew, the Company's issued, subscribed and paid-up equity share capital stood at Rs. 10,94,66,040
divided into 1,09,46,604 equity shares of 10/- each.

There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued
shares with differential voting rights or sweat equity shares. There is no change in share capital during the year.

The equity shares of the Company are listed with BSE Limited and National Stock Exchange of India Limited. There are no
arrears on account of payment of listing fees to the said Stock Exchanges. The Promoters and Persons acting in concert with
them hold 74.55% share capital of the Company as on 31st March, 2025.

7. TRANSFER TO RESERVES

The Company has not transferred any amount to any reserve during the year under rev'ew.

8. DIVIDEND

Your directors had not recommended any dividend for the Financial Year 2024-25.

The Board of Directors of your Company has approved and adopted the dividend distribution policy of the Company and
dividend declared/recommended during the year are in accordance with the said policy. The Policy can also be accessed on
the Company's website at the http://universusphotoimagings.com/financial/UPIL Dividend-Distribution-poLicy.pdf

9. corporate governance report and code of conduct

Your Company is deeply committed to upholding the highest standards of Corporate Governance and continually strives to
foster strong trust and relationships with its shareholders, employees, customers, suppliers, and other stakeholders. Our
dedication to transparency and accountability is reflected in the comprehensive Corporate Governance section included
in the Directors' Report of our Annual Report. This section encompasses the adherence to Corporate Governance norms as
prescribed in the Listing Regulations, which is further certified by a Practicing Company Secretary.

Furthermore, the Managing Director provdes a declaration affirming compliance with the Company's 'Code of Conduct,'
emphasizing our unwavering commitment to ethical practices. In addition, the Corporate Governance Report includes an
Auditor's Certificate attesting to compliance with the prescribed conditions of Corporate Governance.

By adhering to these robust measures, Universus Photo ensures the promotion of effective Corporate Governance practices,
fostering a culture of integrity and responsible decision-making throughout the organization.

10. RISK MANAGEMENT

The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures.
These procedures are periodically renewed to ensure that executive management controls risk through means of a properly
defined framework.

11. vigil mechanism and whistle blower policy

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in
conformation with Section 177(9) & (10) of the Act and Regulation 22 of SEBI Listing Regulations 2015, to report concerns
about unethical behavour. This policy is available on the Company's website at http://universusphotoimagings.com/
financial/WHISTLE%20BLOWER%20POLICY.pdf During the year under rev'ew, there was no complaint received under this
mechanism.

12. directors AND key MANAGERIAL personnel (KMP)s

The Company's Board consists of a skilled team, comprising both executive and non-executive directors. They bring a diverse
range of knowledge and expertise to guide the Company's strategic decisions and achieve its business objectives while
looking out for the interests of stakeholders.

During the year under rev'ew, the non-executive directors had no financial relationships with the Company, except for
receiving sitting fees, possible adv'sory fees, and reimbursement for meeting-related expenses. The Composition of the
Board is in conformity with the applicable prov'sions of Act and Listing Regulations.

> Chairman

• Mr. Sanjeev Aggarwal (DIN: 00006552), the Independent Director of the Company, is the regular Chairman of the
Board.

> Changes to the Board and KMPs Positions, If any (2024-2025):

During the year there has been no change in the Board of Directors of the company.

Status of Directors are as Follows:

• Mr. Sanjeev Aggarwal (DIN: 00006552), the Independent Director of the Company his tenure will come to end on
November 12, 2026.

• Mrs. Sonal Agarwal (DIN 08212478) is an Independent Director, and her tenure will come to end on December 10,
2029.

• Mr. Vinod Kumar Gupta, (DIN: 00006526) is Non-Independent and Non- Executive director of the company. He is
covered under the category of director liable to retire by rotation.

• Mr. Rathi Binod Pal (DIN: 0092049) is Non-Independent and Non- Executive director of the company. He is covered
under the category of director liable to retire by rotation.

• Mr. Sanjiv Kumar Agarwal, Director (DIN: 01623575) is Non-Independent and Non-Executive director of the
company. He is covered under the category of director liable to retire by rotation.

• Mr. Shailendra Sinha (DIN: 08649186) is a Managing Director of the Company. He is covered under the category of
director liable to retire by rotation and his tenure w'll come to end on December 24, 2029.

Status of Key Managerial persons are as follows:

• Mr. Naveen Chandra Barthwal is the Chief Financial Officer of the Company

• Mr. Shailendra Sinha (DIN: 08649186) is a Managing Director of the Company.

• Mr. Suresh Kumar (ACS- 41503) is the Company Secretary & Compliance Officer of the Company.

> Independent Director's Declaration

All Independent Directors have submitted declarations affirming their independence. They have confirmed their
compliance with the requisite criteria as laid out in the Companies Act and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

13. number of meeting of board of directors

Throughout the year 5 (Five) Board meetings were conducted in respect of which proper notices agenda and relevant
annexures were given and the proceedings were properly recorded. Insights of these Board meetings, along w'th the
Directors' attendance records, can be found in the accompanying Corporate Governance Report w'thin this Annual Report.

14. committee details

14.1. audit committee

The Audit Committee's composition meets w'th requirements of Section 177 of the Companies Act, 2013 and Regulation
18 of the Listing Regulations, 2015.

For details of the meetings of the Audit Committee and attendance of the Members, please refer to Corporate Governance
Report attached to this Annual Report.

14.2. nomination & remuneration committee

The Nomination & Remuneration Committee's (NRC) composition meets w'th requirements of Section 178 of the
Companies Act, 2013 and Regulation 19 of the Listing Regulations, 2015.

For details of the meetings of the NRC Committee and attendance of the Members, please refer to Corporate Governance
Report attached to this Annual Report.

14.3 corporate social responsibility committee

The Corporate Social Responsibility Committee (CSRC) composition meets with requirement of Section 135 of the
Companies Act, 2013 along with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For details of the meetings of the CSR Committee and attendance of the Members, please refer to Corporate Governance
Report attached to this Annual Report.

14.4. STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee's (SRC) composition meets with requirements of Section 178(5) of the
Companies Act, 2013 and Regulation 20 of the Listing Regulations, 2015.

For details of the meetings of the SRC Committee and attendance of the Members, please refer to Corporate Governance
Report attached to this Annual Report.

15. REMUNERATION POLICY

The Remuneration Policy, inter-alia, includes remuneration structure & components, etc. of the Directors, KMP and
other senior management personnel of the Company. The Remuneration Policy contains provisions about the payment of
fixed & variable components of remuneration to the Whole-Time Director/Managing Director and payment of sitting fee
& commission to the non-executive directors and describes fundamental principles for determination of remuneration of
senior management personnel and other employees.

In pursuance of the provisions of Section 178 of the Companies Act, 2013 and SEBI Listing Regulations 2015, the Company
has formulated a Remuneration Policy which is available at Company's website http://www.universusphotoimaaings.com/
financial/REMUNERATION%20POLICY.pdf

16. dividend distribution policy

Under the regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the
Company has formulated a dividend distribution policy which aims to maintain a balance between profit retention and a fair,
sustainable and consistent distribution of profits among its members. The policy sets out the parameters and circumstances
that will be taken into account by the Board in determining the distribution of dividend to its shareholders. The policy
is available on the website of the Company under 'Investor Relations' section at http://universusphotoimagings.com/
financial/UPIL Dividend-Distribution-policv.pdf

17. CORpORATE SOCIAL RESpONSIBILITY (CSR)

As a constituent of B.C. Jindal Group, your Company's commitment to Corporate Social Responsibility (CSR) and societal
sustainable development is unwavering. A specialized CSR Committee ensures every Board decision considers its social and
environmental implications. Our adherence to Section 135 of the Companies Act, 2013, and the CSR Policy Rules, 2014,
is demonstrated through the implementation of a comprehensive CSR policy. This policy, accessible on our website at the
http://www.universusphotoimagings.com/financial/CSR%20Policy-%20UPIL.pdf. guides our CSR initiatives.

The CSR section of this Annual Report meticulously documents our year's initiatives. Compliance with the CSR Policy Rules,
2014 is outlined in a detailed report in Annexure - I. For additional CSR Committee details, please refer to the enclosed
Corporate Governance Report.

18. pOLICY ON BOARD DIVERSITY

Recognizing the vital role of Board diversity in its success, Universus Photo actively seeks a broad array of expertise
encompassing financial acumen, global business understanding, leadership, technological insight, mergers & acquisitions
knowledge, strategic planning, sales, marketing, and ESG norms. The Board's diversity policy encapsulates this approach.

The Nomination and Remuneration Committee, tasked with reviewing Board composition, recommends new director
appointments and oversees annual reviews of Board effectiveness. The Committee has formalized a policy promoting Board
diversity, fostering a rich and varied array of directorial insights.

19. Statement OF BOARD OF DIRECTORS

The Board of Directors of the Company are of the opinion that the Directors of the Company appointed/re-appointed during
the year possesses integrity, relevant expertise and experience (including the proficiency) required to best serve the interest
of the Company. The Directors have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments
and Qualifications of Directors) Rules, 2014.

20. familiarization programme for THE independent DIRECTORS

The Company follows a well-structured induction programme for orientation and training of Directors at the time of their
joining so as to provide them with an opportunity to familiarise themselves with the Company, its management, its operations
and the industry in which the Company operates.

At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia explains the role,
function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in

detail the Compliance required from him/ her under the Companies Act, 2013, the Listing Regulations and other relevant
regulations and affirmation taken w'th respect to the same. The induction programme includes:

1) For each Director, a one to one discussion w'th the Chairman and Managing Director to familiarise the former w'th the
Company's operations.

2) An opportunity to interact with the CFO & Company Secretary, business heads and other senior officials of the Company,
who also make presentations to the Board members on a periodical basis, briefing them on the operations of the
Company, strategy, risks, new initiatives, etc.

The details of the familiarisation programme may be accessed on the Company's corporate website at http://www.
universusphotoimagings.com/financial/UPIL FAMILIARIZATION-PROGRAMME-FOR-ID-FY25.pdf

21. Annual Evaluation of Board Performance and Performance of its Committees and of Individual Directors

In terms of provisions of Companies Act, 2013 read w'th the Rules issued thereunder and Listing Regulations, the Board has
adopted a formal mechanism for evaluating the performance of its Board, Committees and individual Directors, including
the Chairman of the Board. Further, a structured performance evaluation exercise was carried out based on criteria such as:

• Board/Committees composition;

• Structure and responsibilities thereof;

• Ethics and Compliance;

• Effectiveness of Board processes;

• Participation and contribution by members;

• Information and functioning;

• Specific Competency and Professional Experience /Expertise;

• Business Commitment & Organizational Leadership;

• Board/Committee culture and dynamics; and

• Degree of fulfilment of key responsibilities, etc.

The performance of Board, Committees thereof, Chairman, Executive and Non-Executive Directors and individual Directors is
evaluated by the Board. The Independent Directors of the Company have also convened a separate meeting for this purpose.
The results of such evaluation are presented to the Board of Directors. Performance evaluation of independent directors was
done by the entire board, excluding the independent director being evaluated.

22. directors' responsibility statement

Pursuant to Section 134(5) of the Act, the Board of Directors, based on the assurance given of the business operations, to
the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are
no material departures.

ii. they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied their
recommendations 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 at the end of financial year and of the profit of the Company for
that period.

iii. they have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate
accounting records in accordance w'th the provisions of the Act, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

iv. they have prepared the annual accounts on a going concern basis.

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls
were adequate and operating effectively; and

vi. they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

23. AUDITORS

A. STATUTORY AUDITORS AND AUDIT REPORT

At the 12^th Annual General Meeting (AGM) of the Company, the Members approved the reappointment of M/s Suresh
Kumar Mittal & Co., Chartered Accountants (Firm Registration No. 500063E), as Statutory Auditors of the Company for
a second term of five consecutive years, commencing from the conclusion of the 12^th AGM until the conclusion of the
17^th AGM, to examine and audit the financial statements of the Company.

The Auditors' Report and Notes to Accounts for the financial year 2024-25 are self-explanatory and do not contain any
qualifications, reservations, adverse remarks, or disclaimers that require further comments from the Board. There are
no observations in the Audit Report requiring any explanations from the Directors. The Notes to Accounts referred to in
the Auditors' Report are self-explanatory and adequately address the matters therein.

Further, during the year under review, the Auditors have not reported any matter under Section 143(12) of the
Companies Act, 2013. Accordingly, no disclosure is required under Section 134(3)(ca) of the Companies Act, 2013.

B. SECRETARIAL AUDITORS

The Secretarial Audit Report issued by M/s DMK Associates, Practicing Company Secretaries, Secretarial Auditors for the
financial year 2024-25 is attached as Annexure "II" to this Report.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Secretarial
Auditor in Secretarial Audit Report.

During the year, the Auditor had not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore
no detail is required to be disclosed under Section 134(3) of the Companies Act, 2013.

In line with the amended Regulation 24A of the Listing Regulations, the Board has approved the appointment of
M/s. DMK Associates as the Secretarial Auditors of the Company for a term of 5 consecutive years with effect from
FY 2025-26 to FY 2029-30 subject to approval of the shareholders at the 14th AGM.

C. COST AUDITORS

In accordance with the Central Government's guidelines, specific entities are mandated to maintain cost records as
outlined in sub-section (1) of section 148 of the Act. Consequently, this provision does not pertain to the Company.

D. INTERNAL AUDITORS

Mr. Suresh Kumar, Company Secretary, Internal Auditor have submitted their Audit Report for the financial year
2024-25. There was no qualification, reservation, observation, disclaimer or adverse remark in the internal
Audit Report.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rule, 2014, the
Board had reappointed Mr. Suresh Kumar, Company Secretary as an Internal Auditor for conducting the Internal Audit
of the Company for the financial year 2025-26.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under
Section188(1) of the Act, entered into by the Company during the Financial Year, were in the ordinary course of business
and on an arm's length basis. The details of the Related Party Transactions (RPTs) as required under Accounting Standard
are set out in note No. 33 to the standalone financial statements forming part of this Annual Report. There were no material
transactions of the Company with any of its related parties during the year in terms of Section 134 read with Section 188 of
the Companies Act, 2013. Therefore, the disclosure of the Related Party Transactions as required under Section 134(3(h) of
the Act in Form AOC-2 is not applicable to the Company for FY 2024-25 and, hence, the same is not required to be provided.

During the year 2024-25, pursuant to section 177 of the Act and regulation 23 of Listing Regulations, 2015, all RPTs were
placed before the audit committee for its approval. All RPTs during the year were conducted at arms' length and were in the
ordinary course of business. Prior omnibus approval of the Audit Committee has been obtained for the transactions which
are of foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval are presented to the
Audit Committee by way of a statement giving details of all related party transactions. The Company has developed a Related
Party Transactions Policy for the purpose of identification and monitoring of such transactions and can be accessed on the
Company's website at http://www.universusphotoimaainas.com/financial/UPIL RPT-Policy.pdf

25. INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

Pursuant to the requirements of Section I34(5)(e) of the Companies Act, 2013, the Company has established adequate
policies and procedures to ensure the orderly and efficient conduct of its business, adherence to Company policies,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records,
and the timely preparation of reliable financial information.

The internal financial control system is designed to provide reasonable assurance regarding the reliability of financial and
other records, the preparation of financial statements and other information, and the maintenance of accountability of
assets and persons. Further, audit observations and any corrective actions taken in response are reviewed periodically by the
Audit Committee to ensure the continued effectiveness of the internal financial control systems.

26. PUBLIC DEPOSITS

During the year, the Company has not accepted any deposits from the public within the ambit of Section 73 of the Companies
Act, 2013. There was no public deposit outstanding as on the date of the balance sheet.

27. management discussion & analysis report

Pursuant to regulations 34 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015, Management's
Discussion and Analysis Report for the year is presented in a separate section forming part of the Annual Report.

28. business responsibility and sustainability report

According to SEBI Circulars, the compilation and submission of the Business Responsibility and Sustainability Report (BRSR)
is compulsory for the top one thousand listed companies based on market capitalization, Your Company does not fall within
the criterion of the top 1000 listed entities. Hence, BRSR is not applicable to your company.

29. INDIAN ACCouNTING STANDARDS, 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under
section 133 of the Act, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

30. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

31. CHANGE IN NATuRE of BuSINESS, If ANY

Throughout the year under review, the company's core business activities remained consistent. No alterations were made to
the nature of its business.

32. EXTRACT oF ANNuAL RETuRN

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management
and Administration) Rules, 2014, the draft Annual Return of the Company in the prescribed form as on 31^st March 2025
is available on the website of the Company and cab be accessible at http://www.universusphotoimaainas.com/financial/
Annual Return-MGT-7 FY2024-25.pdf

33 . particulars of loans, guarantees or investments

The Company have duly complied with the provision of Section 186 of the Companies Act, 2013 during the year under
review. There is no Loan and Guarantee provided by the Company during the financial year. However, the Company has made
investments details of which are given in the Notes No.5 to the Financial Statements.

34. ENERGY CoNSERVATioN, TECHNoLoGY ABSoRpTioN AND FoREIGN EXCHANGE EARNINGS AND ouTGo

Information pursuant to the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption & foreign exchange earnings
and outgo is given by way of Annexure- III to this Report.

35. EMploYEE SToCK option, SWEAT EQuiTY AND EQuiTY SHARES WITH DIFFERENTIAL VoTING RIGHTS

The Company did not issue any Employee Stock Options, Sweat Equity Shares and Equity Shares with differential voting rights
during the FY 2024-25.

36. PARTICULARS OF EMPLOYEES AND REMUNERATION

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other
particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provded as Annexure
IV. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013
read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014)

Hav'ng regard to the prov'sions of the first prov'so to Section 136(1) of The Companies Act, 2013 and as adv'sed, the Annual
Report excluding the aforesaid information is being sent to the members of the Company. The said information is available
for inspection on all working days, during business hours, at the Registered Office of the Company. Any member interested
in obtaining a copy of the same may write to the Company Secretary at cs uphoto@universusphotoimagings.com .

The Company had a total of 42 permanent employees as on 31^st March 2025.

37. disclosure under sexual harassment of women at workplace (prevention, prohibition and REDRESSAL)
act, 2013

The Company has in place a policy on prevention of Sexual Harassment at workplace. This policy is in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the
Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

As per the said Policy, an Internal Complaints Committee is also in place to redress complaints received regarding sexual
harassment. There was no complaint received from any employee during the financial year 2024-25.

38. CASH FLoW Analysis

In compliance with the prov'sions of Regulation 34 of the Listing Regulations, 2015, the Cash Flow Statement for the year
ended 31st March, 2025 is part of this Annual Report.

39. INDuSTRIAL RELATioNS

During the year under rev'ew, harmonious industrial relations were maintained in your Company.

40. SAFETY, HEALTH AND ENVIRoNMENT (SHE) MEASuRES

Protection of the envronment is the prime concern of your Company. Your Company complies with the relevant laws and
regulations as well as take any additional measures considered necessary to prevent pollution, maximize recycle, reduce
waste, discharges and emissions.

41. SIGNIFICANT AND MATERIAL oRDERS pASSED BY THE REGuLAToRS oR CouRTS

During the year under rev'ew, no significant / material orders were passed by the regulators or the Courts or the Tribunals
impacting the going concern status and the Company's operations in future.

42. MATERIAL CHANGES AND CoMMITMENTS, IF ANY, AFFECTING FINANCIAL poSITioN of THE CompANY

There were no other material changes / commitments affecting the financial position of the Company or that may require
disclosure, between March 31, 2025 and the date of Board's Report.

43. proceedings uNDER INSoLVENCY AND bankruptcy code, 2016

In alignment with the Insolvency and Bankruptcy Code, 2016, no cases have been instituted against the Company.

44. THE DETAILS oF DIFFERENCE BETWEEN AMouNT of THE TIME oF oNE-TIME SETTLEMENT AND THE VALuATioN DoNE WHILE
TAKING LoAN FRoM THE BANK oR FINANCIAL INSTITuTioNS ALoNG WITH THE REASoNS THEREoF.

No such event has occurred during the year under rev'ew.

45. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions
on these items during the year under rev'ew:

• There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going
concern status of the Company and its future operation. However, Members attention is drawn to the Statement on
Contingent Liabilities and Commitments in the Notes forming part of the Financial Statement.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

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

• There is no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of one-time settlement with any Bank or Financial Institution

46. ACKNOWLEDGEMENT

Your directors would like to sincerely express their gratitude to the financial institutions, banks, and various state and
central government authorities for their invaluable cooperation extended to the Company. They also wish to extend their
heartfelt thanks to our shareholders, customers, suppliers, and distributors for the unwavering confidence they have placed
in the Company. The dedication and contributions of our employees have been instrumental in achieving our remarkable
results. Our directors take this opportunity to express their deep appreciation to them and encourage them to uphold their
commitment to excellence in the years ahead.

For and on behalf of Board of Directors

sd/- sd/-

Shailendra Sinha Rathi Binod pal

Managing Director Director

DIN:08649186 DIN: 00092049

Date: 30.08.2025
Place: Gurugram