The Board of Directors of your Company (“The Board’*) have pleasure in presenting the 36th
Annual Report of Yaan Enterprises Limited (“the Company”) along with Audited financial
Statement for the Year ended March 31. 2025,

FINANCIAL SUMMARY AND STATE OF COMPANY’S AFFAIRS

The Audited Financial Statement of Company as on March 31. 2025, are prepared in
accordance with the applicable Indian Accounting Standards (“Ind AS*’) are provided in the
Annual Report of the Company, The Summary of Financial Performance of Company for the
Financial Year ended March 31, 2025 are as under:

(Amount Rs. In Lakhs)

During the Financial Year under review:

The Company has earned Total Revenue of Rs. 550.50 lakhs as compared to Rs. 502.99 lakhs
in the previous year, recording an increase of Rs. 47.51 lakhs.

The Company has earned a Profit Beforffax of Rs. 39.21 lakhs as compared to Rs. 67.51
lakhs in the previous year and the Profit After Tax during the year was Rs. 45,85 lakhas
compared to Rs. 49,03 lakhs in the previous year.

A detailed discussion on financial and operational performance of the Company is given
under “Management Discussion and Analysis Report” forming part of this Report,

BUSINESS OVERVIEW

The company's vision is to diversify and tap into high growth sectors, the Company entered
the jewellery and gems business under the brand name “Crown Gems” in September 2016.
and later forayed into works contracting and infrastructure development. Reflecting this
strategic diversification, the company has changed its name as Yaan Enterprises l A mi Led.

Yaan Enterprises Limited is currently engaged in the following major business segments:

a) Travel and Tourism

The company continues its core activity of tour operations, offering flight bookings, hotel
reservations, and travel packages through its proprietary travel search engine. Our logistics
and transport services are also integrated into this vertical, continuing the legacy of Crown
Tours,

b) Precious and Semi-Precious Stones Trading

The company has been active in trading precious and semi-precious stones since 2016. This
segment contributes to the company's diversified portfolio and caters to both domestic and
international markets.

c) Works Contracting and Construction

Yaan has expanded inio the infrastructure sector by undertaking works contracts related to
road development, highways, and bridges. This business vertical complements our strategy to
explore capital-intensive and government-linked projects.

d) Other Initiatives and Diversification

During the year, the Company has also ventured into other high potential areas such asagro
products trading e-commerce, real estate; and handicrafts. These initiatives align with our
long-term vision of creating a multi-vertical business model.

CHANGE US NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year
ended 3 i March 2025.

DIVIDEND

No Dividend was recommended by the Board of Directors of the Company for the period
under review due to inadequacy of profits.

TRANSFER TO RESERVE

The Board of Directors of the Company has not proposed to transfer any amount tony
reserved of the Company during the period under review.

CHANGE IN CAPITAL STRUCTURE

• Authorised Share Capita]

There was no change in the Authorised Capita] of the Company during the Financial Year
under review. [Ire Authorized Capital of the Company Ms 4,00,00,000/- (Rupees Four
Crore Only) divided into 40,00,000 (Forty Lakh) Equity Shares¹ of 10/- (Rupees Ten)
each.

• Issued, Subscribed & Paid-up Capital

There was no change in the issued, subscribed and paid-up capital of the Company as on
March 31, 2025 stood at ¹3,10,00,000/- (Rupees Three Crore Ten Lakh Only) divided
into 3 1,00,000 (Thirty-One Lakh) Equity Shares of 10/- (Rupees Ten) each.

EMPLOYEES BENEFIT PLAN(S)

There are no Employee Benefit Plans in the Company during the Financial year under review.
No ESOPs or other stock benefits have granted to any employees of the Company.

CREDIT RATING

During the year under review, the Company has not obtained Credit Rating from any Credit
Raring Agency.

HOLDING COMPANY / SUBSIDIARY COMPANY / ASSOCIATE COMPANY /
JOINT VENTURE

The Company does not have any Holding Company, Subsidiary Company, Associate
Company, or Joint Venture within the meaning of Section 2(46), 2(87) and 2(6) of the
Companies Act, 2013.Further, during the reporting period, the Company has neiLher become
nor eeased to be a Holding Company, Subsidiary' Company, Associate Company, or Joint
Venture,

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
a) Composition of Board of Directors and KMPs:

The Board of Directors ofyour Company consist of 6 (Six) Directors, of which 3 Directors
are Independent. The Board also comprises of 1 (One) Woman Director.

The Key Managerial Personnel (“KMP”) of your Company consist of Mr. Raujith Soman as
the Chairman -cum-Managing Director, Ms. Shalaka Copale as the Chief Financial Officer
arid Ms. JChushi Khandelwal as the Company Secretary as on 31 March 2025.

The Composition of Board of Director and Key Managerial Personnel as oithe last day of
financial year under review arc as follow's;

b> Changes in Board of Directors and KMPs;

The shareholders of the Company, at 35th Annual General Meeting held oil 28^s1 September,
2024, have approved the Appointment of Mr. Venkata Siva Teja jXanagadda as Independent
Director w.e.f. 27^ January 2024 for a period of 5 years. Furthermore, the shareholders of the
Company have approved the re-appointment of Dr. Veena Ranjith as Director, liable to retire
by rotation.

Pursuant to Section 152 of the Act, Mr. Rajat Ranjith Vaidyaris liable to retire by rotation at
the ensuing 36th Annual General Meeting, lie is eligible for re-appointment and has offered
herself for re-appointment as Director of the Company, The Board recommended the same to
the shareholders of the Company for their approval.

On the recommendation of Nomination Remuneration and Compensation Committee, the
Board of Directors, in its meeting held on 12^th August, 2025 has approved die re-appointment
of Mr,Ranjith Soman as Managing Dircctoof the company for a period of 5 years with
effect from 29th June, 2026 to 28th June, 2031 and not liable to retire by rotation. In the
opinion of the Board, he possesses adequate skill, knowledge, expertise, integrity and
experience as determined by the Company and his services are essential for smooth and
efficient running of the business. Keeping in view of above, the Board has recommended his
re-appointment as a Managing Director of the Company for the approval of shareholders in
the ensuing AGM.

During the year under review and upto the dale of this report, the following changes took
place in the Key Managerial Personnel:

• Resignation of Ms. Rajpriya Khandelwal as Company Secretary and Compliance
Officer of the Company with effect from 8^th April 2024,

• Appointment of Ms] Prachi Gupta as Company Secretary and Compliance Officer of
the Company with effect from 6"¹ July., 2024.

• Resignation of Ms. Pracht Gupta as Company Secretary and Compliance Officer of
the Company with effect from 14^lh October, 2024

• Appointment of Ms, Khushi Khandelwal as Company Secretary and Compliance
Officer oT the Company with effect from 14^lh November, 2024.

• Resignation of Ms, Khushi Khandelwal as Company Secretary and Compliance
Officer of the Company w ith effect from 5^lh April, 2025

• Resignation of Ms.Shalaka Rupesh Gopale, as Chief Financial Officer of the
Company with effect from 30^T>1 May, 2025

• Appointment of Ms. Priyanka Goyal as Company Secretary and Compliance Officer
of the Company with effect from l^al June 2025.

• Appointment of Ms. MilaE hah as Chief Financial Officer of the Company with
effect from 1st June, 2025.

c) Board Evaluation and Remuneration Policy

Pursuant to the provisions of the Act, the Board has carried out an annual performance
evaluation of its own performance, board committees and of the directors individually
{including Independent DireclOtsjas per the Criteria defined in the Nomination and
Remuneration policy and expressed its satisfaction.

The Independent Directors in their separate meeting, have evaluated the performance of Non¬
Independent Directors and the Board as a whole and Chairman of the Board. Furthermore, the
Board is of the opinion that all the directors, as well as the directors appointed/ re-appointed
during the year, are persons ofhigh repute, integrity & possess the relevant expertise, skilhfe
experience and qualification in their respective fields.

The criteria of evaluation and directors' skill/expertise CtC, arc described in the Nomination
and Remuneration policy published on the website of' the Company

https :.7www.vaanenterpri ses.com/wp-content/uploads/202 2/04/7 -Remuneration -Pol icy, pdf

Performance evaluation of Directors was carried out by Board of Directors and Nomination
and Remuneration Committee on parameters such as appropriateness of qualification,
knowledge, skills and experience, time devoted to Hoard, deliberations and participation level
in board functioning, extent of diversity in the knowledge and related industry expertise,
attendance and participations in the meetings and workings thereof and Initiative to maintain
high level of integrity and ethics and the same was apprised to the Board of Directors,

Independent Directors had carried out performance evaluation of Non Independent Directors
in their separate meeting, the Board as a whole and performance evaluation of Chairman/
Managing Director was carried out, taking into account the views of Executive and-No
Executive Directors.

The performance of Committees was evaluated on parameters such as whether the
Committees of the Board are appropriately constituted, have appropriate number of meetings
held each year to accomplish all of its responsibilities, maintain the confidentiality of its
discussions and decisions, conduct self-evaluation at least annually, make periodical reporting
to the Board along with its suggestions and recommendations.

Independent Directors’ performance evaluation was carried out on parameters such as
whether the Directors uphold ethical standards of integrity and probity, the ability of the
directors to exercise objective and independent judgment in the best interest of Company, the
level of confidentiality maintained, adherence to the appiicable code of conduct for
Independent Directors and their role in bringing independent judgment during Board
deliberations on strategy, performanec, risk management etc.

d) Retard Meetings

The Board of Directors met 6 (Six) rimes during the financial year 2024-25 on 25th May
2024, 6th July 2024, 10th August 2024, 20th August 2024, 14th November 2024. 13th
February 2025, Frequency and quorum at these meetings were in conformity with the
provisions of the Companies Act, 2013. The intervening gap between the meetings was
within the period prescribed under the Companies Act, 2013.

In compliance of section 140 of the Companies Act, 2013 and the provisions of L isting
Regulation, a separate meeting of Independent Dilector was n held o Thursday, 13th
Feburary,2025. All three independent directors were present in the Meeting.

The names and categories of the Directors, their attendance at Board meetings during the year
and at last Annual General Meeting, as also the number of Directorships and Committee
memberships held by them in other Companies arc shown as under: -

c) Committees of the Board

As on 31^sr March 2025. the Board has 3 {Three) Committees rules, made there under, with
proper composition of its members which are focused on financial reporting, audit & internal
controls, compliance issues, appointment and remuneration of Directors and Senior

Management Employees and the risk management framework. The Board periodically
evaluates the performance of all the Committees as a whole. All observations,
recommendations and decisions of the Committees arc placed before the Board for
consideration and approval.

The Board has the following committees as under:

* Audit Committee;

* Nomination and Remuneration Committee;

* Stakeholders Relationship Committee

I. Audit Committee

The Board of Directors of your Company has duly constituted the Audit Committee in terms
of the provisions of Section 177 of the Companies Act. 2013 read with the Rules framed there
under

The Composition of the Audit Committee is as follows:

The Audit Committee held meetings as follows:

II. Nomination and Remuneration Committee

The Board of Directors of your Company has duly constituted the Nomination and
Remuneration Committee in terms of the provisions of Section 178 of the Companies Act,
2013 read with the Rules framed there under.

The Composition of Nomination and Remuneration Committee is as follows:

The Nomination and Remuneration Committee held meetings as follows:

ITT. Stakeholders Relationship Committee

The Board of Directors of your Company has duly constituted the Stakeholders Relationship
Committee in terms of the provisions of Section 178 of the Companies Act, 2013 read with
the Rules framed there under.

The Composition of Stakeholders Relationship Committee is as follows:

The Stakeholders Relationship Committee held meetings as follows:

i) Declaration by Independent Director

A!! Independent Directors oT the Company have given dec I Lira lions lhal they meet the criteria
of independence as laid down under Section 149(6) of the Act, and Regulation 16(l)(b) of
SEBI (LODR) Regulations. Further, all necessary declarations with respect to independence
have been received from all the Independent Directors and also received the confirmation that
they have complied with the Code for Independent Directors prescribed in Schedule IV of the
Act. The terms and conditions tor the appointment of the Independent Directors are given on
tine website of the Company. The Board is of the opinion that Independent Directors of the
Company fulfil the conditions of independence specified in the Act and the SEBI (LODR)
Regulations and that they arc independent of the management.

g) Board Diversity

The Company recognises and embraces the benefits of having a diverse Board of Directors to
enhance the quality of its performance. The Company considers increasing diversity at Board
level as an essential element in maintaining a competitive advantage in the complex business
that it operates. The Policy on Board Diversity is available on website of the Company at the

link:https:, www.yaanentcrprises.l^l»ih. wp-content, uploads'202 3 /0 2/pn 1 i cy-on -board-
diversity .pdf

h) Hom'd Policies ! Codes

The Company has duly framed policies and codes which are required under the Act, SCBI
(LODR) Regulations and other I jiws/Rules/Regulotions as applicable on the Company. The
policies/codes as required to be disclosed on the website ofthe Company are available at the
link: ‘‘https://www.Yaancntcrprises.com/policics/*'

DIRECTOR RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring compliance with the
provisions of Section 134(3) (c) read with Section 134(5} of The Companies Act, 2013, in
preparation of annual accounts for the financial year ended 31 st March, 2025 and state that:

a) In the preparation of the Annual Accounts for the Financial Year ended 31st March,
2025, the applicable accounting standards have been followed with proper explanation
relating to material departures.

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

C) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance wiLh the provisions ofthe Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.

d) the Directors had prepared the annual accounts for the financial year ended 31st
March, 2025 on a going concern busis.

e) the Directors had laid down proper internal financial controls to be followed by the
company and that such internal financial controls are, adequate and are operating
effectively.

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

DEPOSITS

During the year under review-', your Company has notaccepted any deposit within the meaning
of Section 73and 74 of the Act.. read with the Companies (Acceptance ofDeposits) Rule,
2014. There are no outstanding deposits ason 31 March 2025.

PARTICULAR OF LOANS, GUARANTEES AND INVESTMENT

The details of loans, guarantees and invcstmcntseovcrcd under the provisions of Section 186
of the Act, are given in the respective notes to the standalone financial statements of the
Company.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year
with related parties were in the ordinary course of business and on an arm’s length basis.
During the year, the Company had not entered into any contract / arrangement i transaction
with related parties which could be considered material in accordance with the policy of the
Company on materiality of related party transactions. The particulars of contracts or
arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in
the prescribed Form AOC-2 is annexed to the Board’s Report as Annexure l.

All Related Party Transactions entered into during the financial year were placed before the
Audit Committee and the Board of Directors for approval. The Company has a process in
place to periodically review' and monitor Related Party Transactions. Omnibus approval was
obtained on a yearly basis for transactions which were of repetitive nature. All the related
party transactions were in the ordinary course of business and at arm's length basis.

There were no material subsidiary companies as defined in Regulation 16 ©of the SERI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Related party
transactions entered during the financial year under review' are disclosed in Notes to the
financial statements of the Company for the financial year ended 31st March, 2025.

The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company's website at the link:
https ://w^,w'w.vaarternerp3ises,com''wp-contcnt:''up1oads/2()22/04/2-R.e1ated-PartvTi^,a reaction-
Policy-NA.pdf

NOMINATION AND REMUNERATION POLICY

The brief oT the Nomination and Remuneration policy has been uploaded on w'ebsile oT the
company at the I ink:httns://w ww.vaanenterpriscs.com/wp-contepi/uploads72022/Q4/7-

Rcmurieration-Policv.pdf

RISK MANAGEMENT

The Company has in place a Risk Management frameworkto identify , evaluate and monitor
business risks and challenges across the Company, that seek to minimise the adverse
impaction business objectives and capitalise on opportunities. The Company's success as an
organisation largely depends onils ability to identify such opportunities and leverage them
while mitigating the risks that arise while conducting its business. The Company has also
framed, developed and implemented a Risk Management policy to identify the various

business risks. This framework seeks to create transparency, minimise adverse impact on
business objectives and enhance the Company’s competitive advantage. The risk management
policy defines the risk management approach across the enterprise at various levels, including
documentation and reporting. The risk management committee monitor and review the risk
management plan and to perform functions as defined under the Act and SEB! (LODR)
Regulations. Risk Management Policy has been reviewed and approved by the Board and
Audit Committeeand t he same is available on the website of the Company at the link:
https:/,www.yaancnteipriscs.com''wp-content''uploads.''S0SS/Q4/S-RISK.-MANAGEMENT-
POLICY mdf

internal financial controls

The Board adopted the policies and procedures for ensuring the orderly and efficient conduct
of its business, including adherence to the Company’s policies, safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of accounting
records, and the timely preparation of reliable financial disclosures. For the assurance of best
possible Internal Financial Controls to be followed by the Company, furtherance to the
current Internal Financial Controls, a Policy of Internal Financial Control was reviewed and
approved by the Board and Audit Committee and the same is available on the website and
may be accessed at the link: https://www.vaancntci priscs.com/wp-contcnt/uploads/2022i(34/4-
[ 11 tern a bf^r i n a nc i al - Co ntro I - Pol i c y. pd f

PREVENTION OF INSIDER TRADING

Jn compliance with the provisions of Securities Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015 (‘SEB1 (PIT} Regulations'), the Board has adopted a code
of conduct to regulate, monitor and report trading by Designated Persons to preserve the
confidentiality of price sensitive information, to prevent misuse thereof and regulate trading
by designated persons. It prohibits the dealing in the Company’s shares by the promoters,
promoter group, directors, designated persons and their immediate relatives, and connected
persons, while ill possession of unpublished price sensitive information in relation to the
Company and during the period(s) when the Trading Window to deal in the Company’s
shares is closed. Pursuant to the above, the Company has put in place adequate and effective
system of internal controls to ensure compliance with the requirements of the SEB I (PIT)
Regulations. The code is available on the Company’s website at

Imp s://www. va a n enterprises, co nt/wp-contert/u ploads/2 02 2 M4.G-Cod c-of-conduct-ibr-

p re vent j o n - o f- in sider-tradin g. pd f

The Board oT Directors have also formulated a code of practices and procedures lor fair
disclosure of unpublished price sensitive information containing policy for determination of
"legitimate purposes' as a pan of this Code, which is available on the Company’s website at
http s: //w ww. v a a ti e n t erpri scs. co in/ w p- co tit on l/u pi oads/2 02 3 /Q 2/codc- fa i r-d i scl os u re- po I i e v-
unpublished-price-sensHive-infoi'mation-insider-trading-regubttoii-201 8. pdf

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is fully committed <o uphold and maintairlhe d ignity of women working in
the Company, The Company has zero tolerance for sexual harassment at workplace and has
adopted a Policy on prevention, prohibition, and rcdressal of sexual harassment at Workplace
as per the requirement of the Sexual Harassment of Women at Workplace(Prevention,
Prohibition &. Redressal) Act, 2013 and Rules made thereunder. In line with the same, the
Company has formulated Sexual Harassment Policy and set up Internal Complaints
Committee (ICC)to redress complaints received regarding sexual harassment. The policy is
available on The Company’s website at lift p s: //ww w. y a ancm erpri ses. e o m/ w p¬
c or te n i Ý u p i oad ^ 2 0 2 2/04 Ý 9- S ex u a 1 -11 a r vas m en t - Po lie v. pd h During the year under review, no
complaint was received by the ICC committcc.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has established a Whistle Blower and Vigil Mechanism Policy and has
established the necessary vigil mechanism for grievances Rcdressal of the Directors and
employees to report concerns about unethical behaviour. All Protected Disclosures
concerning financial Recounting matters should be addressed to the Chairman of the Audit
Committee of the Company for investigation. The said policy has been uploaded on the
website of the Company and may he accessed at the link
h ttpsi //www. yaanenterpri ses .com/wp-content/uploads/2022/04/5 - Whi stl e-b | ower-po I icy-an d -
vigi 1 -median i sm.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSRj

The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable as per the provisions of Section 135 of the
Companies Act, 2013.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy: Being a part of this Industry, Company’s operations are not
such energy intensive. However, adequate measures have been taken to conserve the
consumption of energy.

(i) The steps taken or impact on conservation of energy: The Company always
emphasized on the conservation of energy, it installed energy efficient equipment's
and this results in less consumptions of the energy* comparatively and also supports
go green initiative.

(1l) The steps taken by the eompany lor utilizing alternate sources of energy; Installation
of invertors /generators has been done as the alternate sources of energy.

(iii) The capital investment on energy conservation equipment’s: Investments in
installation of invertors, generators.

B. Technology absorption: Operations of the company do not involve any kind of special
technology and there was no expenditure on research & development during this financial
year. However, your company continues to upgrade its technology.

(i) The efforts made towards technology absorption: The Company continues to make
substantial investments in its technology platforms and systems and spread its
electronically linked branch network. The software called “Yatra” is used for
connectivity among the branches concerned to the accounts and operational activities
of the Company.

(ii) The benefits derived like product improvement, cost reduction, product development
or import substitution:

N.A,

(iii) In case of imported technology (imported during last three years reckoned from the
beginning of the financial year): N.A.

a. the details of technology imported;
h_ the year of import;

c. whether the technology been fully absorbed,

d. if not fully absorbed, areas where absorption has not taken place, and the
reasons thereof; and

(tv) The expenditure incurred on Research and Development: NIL

C, Foreign Exchanges Earnings & Out go {in Rs,): NIL

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in Annexure 2.

Information required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in Annexure-3 annexed herewith showing the names of employees and other
particulars of the top ton employees. Furthermore, vve confirm that no employee drawing
remuneration in excess of the limits as provided in the said rules.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) ofthe Act, read with Companies (Management &
Administration) Rules, 2014, the annual return in the prescribed form is available on the
website of the Company at htips://ww w .yaanenterprises.com/'

CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 15 (2) (a) olthc Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with
the provisions, of Regulation 17 to 27 iuchidmgcJauses (b) to (i) and (t) of sub-regulation (2)

of regulation 46 and para C > D and l: of Schedule V of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations) were nor applicable on the company during the financial year 2024 25.
Consequently, the Compliance Report on Corporate Governance as stipulated under Schedule
V of the Listing Regulations do not form part of this Annual Report for the Financial Year
2024-25.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of the financial conditions and results of
operations of the Company lor the year under review, as required under regulation 34(2)(e) of
SEB1 (LODR) Regulations, is being given separately and forms a part of this annual report.

SECRETARIAL STANDARDS

The Directors have devised proper systems and processes for complying with the
requirements of applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (TG&F) and that such systems were adequate and operating effectively
and the Company has complied with all applicable Secretarial Standards during the year
under review.

LISTING OF SHARES

The shares of the Company are listed on BSH Limited and the listing tee for the year 2025- 26
has been duly paid.

AUDITORS AND AUDITORS’ REPORT
A. Statutory Auditors

Pursuant to Section 13d of the Act, the shareholders at 32nd AGM appointed M/s
Koshal & Associates, Chartered Accountants, Mumbai (FRN No.: 121233W}as the
Statutory Auditors of the Company for 5 (Five) years commencing from conclusion of
32nd Annual General Meeting (AGM) till the conclusion of the 37th Annual General
Meeting of the Company.

M/s Koshal & Associates, Chartered Accountants, Mumbai (FRN No.: I21233W),
statutory auditors of the Company, have submittedAuditors’ Report on the financial
statement of the Company for the financial year ended 31 March 2025, which forms a
part of thiAnnual Report . The Report on the financials does not contain any
qualifications, observations or adverse remarks Information referred to in the
Auditors' Reports are sett-explanatory and do not call for any further comments.

B. Secretarial Auditors

In terms of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, M s. BK Sharma and
Associates, Practicing Company Secretaries, conducted the secretarial audit of the
Company for the financial year 3024 25. The Secretarial Audit Report for tire
financial year 2024 25 Is attached herewith as Amiexure 4. There has been no
qualification, reservation, adverse remark or disclaimer given by the Secretarial
Auditors in their Report, Information referred to in the Secretarial Auditors' Report
arc self-explanatory and do not call for any further comments.

C. Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable tor the
business activities carried out by the Company and accordingly no such accounts and
records are made and maintained.

INTERNAL AUDITOR

The Board lias appointed M/S N a mini & Co., Chartered Accountants to carry out internal
Audit of the Company for financial year 2024 25 under the provisions oT Section 138 of the
Companies Act, 2013.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors* Internal Auditors and Secretarial
Auditors have not reported any instances of frauds committed in the Company byits officers
or employees, to the Audit Committee under Section143(12) of the Act, details of which
needs to be mentioned in this Report.

OTHER DISCLOSURES

During the financial year under review:

1. There are no significant and material orders passed by the regulators or courts or
tribunals which Would impact the going concern status of the Company;

2. There arc no materia l/signific a tit changes occurred between the cud of the financial
year 2024-25 and the date of this report which may impact the financial position of the
Company;

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

4. The requirement to disclose die details of difference between amount of the valuation
done at the time of onetime settlement and the valuation done while taking loan from
the Banks or Financial Institutions along with the reasons thereof, is not applicable.

Acknowledgement

Your directors acknowledge with gratitude and wish to place on record its appreciation for
the dedication, commitment and hard work of the Company's employees at all levels, who
continued lo be cornerstone of our major strength and success. The Board also take this
opportunity to express our deep sense of gratitude to all government and non government
agencies, bankers, vendors and business partners for their continued support and cooperation.
We arc equally grateful to our Members and Stakeholders tor their unwavering trust atid
confidence in the management of the Company. We look forward for ongoing support in the
years ahead.

Kor and on behalf of the Hoard of Directors

Runjilli Soman

Chairman-cum-Managing Director
DIN:01714430

Date: 12.0S.2025

Place: Raigarh, Navi Mumbai