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DSJ Keep Learning Ltd			Industry : Miscellaneous


BSE Code:	526677	NSE Symbol:	KEEPLEARN	P/E(TTM):	73.33

ISIN Demat:	INE055C01020	Div & Yield %:	0	EPS(TTM):	0.03

Book Value(Rs):	0.4804835	Market Cap ( Cr.):	34.26	Face Value(Rs):	1

Change Company

To,

The Members,

DSJ Keep Learning Limited (Formerly known as DSJ Communications Limited)

Your Directors hereby present the 35th (Thirty Fifth) Annual Report covering the operational and financial performance of your company together with the Audited Financial Statements for the financial year ^st March, 2025.

FINANCIAL HIGHLIGHTS & PERFORMANCE:

The financialfigures for the year under review are given below:

Particulars	For the Year ended 31^st March 2025	For the Year ended 31^st March 2024
	(FY 2024-25)	(FY 2023- 24)
1. Revenue from Operations	997.60	631.66
2. Other Income	23.46	17.17
3. Total Income	1021.06	648.83
4. Total Expenses	928.25	550.39
5. Profit/ (Loss) before Finance Cost, Depreciation,	92.81	98.44
Exceptional
Less: Finance Cost	13.66	22.06
Less: Depreciation (Net)	30.27	22.99
6. Profit/(Loss) Before Exceptional items and Tax Expense	48.88	53.39
7. Less: Exceptional items	-	-
8. Profit/(Loss) Before Tax Expense	48.88	53.39
9. Less: Provision for Tax	16.00	21.24
10.	32.88	32.15
11. Other Comprehensive Income	3.85	1.00
12. Total Comprehensive Income/(Loss)	36.73	33.15
last Balance Sheet 13. Balance	(5360.37)	(5392.53)
eserve R 14. Less:TransfertoDebentureRedemption	-	-
15. Less: Transfer to Reserves	-	-
16. Less: Dividend paid on Equity Shares	-	-
17. Less: Dividend paid on Preference Shares	-	-
18. Less: Dividend Distribution	-	-
19 Balance of Profit/(Loss) carried to Balance Sheet	(5327.49)	(5360.37)

REVIEW OF OPERATIONS:

During the year under review, the Company has registered a turnover of Rs.997.60/- Lakhs (previous year Rs. 631.66 /-Lakhs) and Net profit after Tax of Rs.32.88 /- Lakhs (previous year Profit Rs. 32.15/- Lakhs). Your Company is undertaking efforts towards accelerating the growth speed and is about better performance in the future.

The Company's performance has been discussed in detail in the "Management discussion and Analysis Report" which forms a part of this report.

NetREVENUE RECOGNITION APPROACH:

During the financial year, 2024-25, the Company had earned revenue from the business of education service providers. The Company is primarily engaged in the education which include providing support service to educational institutions and providing software solutions for managing the administrative tasks relating to onboarding of students educational institutions.

All the Transactionsfrom which revenue earned is in the normal course of business with terms and conditions that are generally prevalent in the industry segments that the Company operates in.

We ensure strict adhere to the principle of recognizing revenue based on fair transaction price, computed on arm's length basis. This not only reflects our commitment to transparency but also helps establish trust with our stakeholders.

Furthermore, I would like to highlight the significance of our revenue recognition methodology being comparable to the market price. This demonstrates our dedication to conducting business in an ethical and fair manner, aligning with industry best

FUTURE PROSPECTS AND OUTLOOK

The detailed future prospects and outlook for the Company are outlined in the Management Discussion and Analysis report for

FY 2024-25.

DIVIDEND:

To conserve the resources for future business requirement, the

Board of Directors do not recommend payment of dividend for the year under review.

TRANSFER TO RESERVES:

During the year under review, your Company has not made any transfer to reserves.

SHARE CAPITAL OF THE COMPANY:

The Authorized Share Capital of your Companyasof31 /dsjkeeplearning.com/ ^stMarch 2025, stood at 18,65,00,000/- (Rupees Eighteen Crores Sixty Five Lakhs Only) divided into 18,00,00,000 (Eighteen Crores) equity shares of Rs. 1/- (Rupees One) each, 15,000 (Fifteen Thousand) 14% Non- Cumulative Redeemable Preferences Shares of Rs.100/- (Rupees One Hundred) each and 5,00,000 (Five Lakhs) 10% Cumulative Convertiblepreference Shares of Rs.10/-(Rupees Ten) each ranking pari passu in all respect with the existing shares of the company as per the Articles of Association of the Company.

The paid-up share capital of your Company as on 31^st March, 2025 stood at 15,57,12,083 /- (Rupees Fifteen Crores Seven Lakhs Twelve Thousand and Eight Threes Only) divided into 15,57,12,083 /- (Rupees Fifteen Crores Fifty Lakhs Twelve Thousand and Eight Threes Only) Equity Shares of face value of Rs. 1/- (Rupees One Only) and 9,000 (Nine thousand only) 14% Non-cumulative Redeemable Preference shares of the face value of 100/- (Rupee One Hundred only) each.

The Board of Directors, in their meeting held on 14 ^th June 2024, approved the allotment of 6,81,24,036 (Six Crores Eighty-One

Lakhs Twenty-Four Thousand and Thirty-Six) fully paid-up equity shares of face value Rs. 1.00/- (Rupee One only) each at an issue price of Rs. 1.00/- per share, to the eligible equity shareholders by way of Rights Issue.

Subsequently to the said allotment, the issued, subscribed, and paid-up equity share capital of the Company stands increased from Rs.8,75,88,047/- (Rupees Eight Crore Seventy Five Lakhs Eighty Eight Thousand and Forty Seven only) divided into 8,75,88,047 (Eight Crore Seventy Five Lakhs Eighty Eight

Thousand and Forty Seven only) equity shares of the face value of 1/- (Rupees One Only) to Rs.15,57,12,083 /- (Rupees Fifteen Crores Fifty Seven Lakhs Twelve Thousand and Eight Threes Only) divided into 15,57,12,083 /- (Rupees Fifteen Crores Fifty Seven Lakhs Twelve Thousand and Eight Threes Only) Equity Shares of face value of Rs. 1.00/- (Rupees One Only) and 9,000 (Nine thousand only) 14% Non-cumulative Redeemable

Preference shares of the face value of 100/- (Rupee One Hundred only) each.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

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

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 ("the Act") read with Companies (Acceptance of Deposits) Rules, 2014.

COPY OF ANNUAL RETURN:

Pursuant to Section 92(3) readwithSection134(3)(a) of the

Act, the Annual Return as on 31^stMarch, 2025 is available on theCompany'swebsiteat

HOLDING, SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company does not have any Holding, Subsidiary, Joint

Venture or Associate Company as on 31^st March, 2025. Also no Company ceased to be a Subsidiary, Joint Venture or Associate during the year under review. Hence, the requirement of reporting the highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company during the period under review does not arise.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31^st March 2025, the Company has Nine Directors comprising of three Executive Directors and Six are Non-Executive Directors out of which five are Independent Directors.

There are two women directors.

In accordance with the provisions of Section 152 of the Act read with rules made there under and the Articles of Association of the Company, Mr. Sanjay Padode (DIN: 00338514) and Mrs. Kalpana Padode (DIN: 02390915) retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offered themselves for re-appointment. Board, based on the recommendation of the Nomination Remuneration Committee recommends their re-appointment for the consideration of the Members of the Company at this Annual General Meeting.

On the recommendation of the Nomination and Remuneration Committee, The Board of Directors, at its meeting held on 13^th December 2024, appointed Mr. Prashant Goyal, Mrs. Sridevi

Putcha, and Mr. Rakesh Mediratta as an AdditionalDirector in the capacity of Independent Directors of the Company for a term of five (5) ^th December 2024.

During the year ended 31^st March 2025, Mr. Prashant Goyal

Committee and the Audit (DIN: 01119657) ceased to be an Independent Director of the Company with effect from the close of business hours held on 14 on 17th March 2025, due to his other preoccupations and professional commitments. The Board places on record its sincere appreciation for the valuable contributions and guidance rendered by Mr. Prashant Goyal during his tenure as an Independent Director of the Company.

Further after the closure of financial ^st March 2025, Mr. Rakesh Mediratta (DIN: 10865517) and Mrs. Sridevi Putcha (DIN: 10860983) ceased to be an Independent Directors of the Company w.e.f. the end of close of business hours on 14^th April, 2025, due to their other preoccupations and professional commitments. The Board places on record its appreciation of both directors for their services toward the Company.

Further after the closure of financialyear 31 ^st March 2025, Mr. Anurup Doshi (DIN: 10235591) ceased to be an Whole Time Director and Chief Operating Officer (COO) of the w.e.f. the end of close of business hours on 21^st April, 2025, due to his other preoccupations and professional commitments. The Board places on record its appreciation of Mr. Anurup Doshi for their services toward the Company.

On the recommendation of the Nomination and Remuneration Committee, The Board of Directors, at its meeting held on 26 ^th March 2025, appointed Mr. Raju Poojari (DIN: 11001717) as an Additional of the Company for a term of five (5) commencing from 27^th March 2025 and and the same was approved by the Shareholders through Postal Ballot Process, and results of which were declared on 27^th June, 2025. After the closure of financial year, Based on the recommendation of the Nomination and Remuneration Directors, at its meeting held on 21^st May 2025, appointed Mrs. Sasmita Giri (DIN: 11098304) as an Additional capacity of Independent Directors of the Company for a term of five (5) consecutive years, commencing from 22 ^nd May 2025 and and the same was approved by the Shareholders through

Postal Ballot Process, and results of which were declared on 27^th June, 2025.

Subsequent to the closure of thefinancialyear, the appointments of Mr. Raju Poojari (DIN: 11001717) and Mrs. Sasmita Giri (DIN: 11098304) as Additional regularized by the shareholders through a special resolution passed via postal ballot on 25^th June, 2025. The results of the postal ballot were declared on June 26^th June, 2025. During the year under review, Mr. Shrikant Chilveri, resigned from the designation of Chief Financial Officer and Key Managerial Personnel (KMP) of the Company from his office from closure of business hours on 11^th October,2024 on his years, commencing from 13 personal grounds.

Based on the recommendation of the Nomination and Committee of the Remuneration Board, Mr. Rahul Regoti, was appointed by the Board of Directors at its meeting ^th November, 2024 as the Chief Financial Officer and KMP of the Company, w.e.f. 14^th November, 2024. however, he resigned from his office with effect from closure of business hours on 03^rd March, 2025 on his personal grounds.

Based Nominationand the recommendation of the year 31

Remuneration Committee and the Audit Committee of the Board, Mrs. Nidhi Mishra, was appointed by the Board of Directors at its meeting held on 26^th March, 2025 as the Chief Financial Officer and KMP of the Company, w.e.f.27 ^th March, 2025.

Based on the recommendation of the Nomination and Remuneration Committee and the approval of the members at the 33rd Annual General Meeting, the Board of Directors has re-appointed Mr. Sanjay Padode as the Chairman and Managing

Director of the Company for a further term of five (5) years, with effect from 30^th August, 2024, to 29^th August, 2029. The details of his re-appointment were duly disclosed in the 33rd Annual Report for FY 2023-24.

Director in the capacity of Independent Directors and Chief Executive Officer of the Company for a further term years, of three (3) years, with effect from 05th December, 2023, to 04^th December, 2026. The details of his re-appointment were duly disclosed in the 33rd Annual Report for FY 2023-24.

Following directors also seek appointment / reappointment at the ensuing Annual General Meeting, Committee, The Board of Notices under Section 160 have and their appointment / reappointment are recommended by in the the Board:

Re-appointment of Mr. Sameer Paddalwar (DIN: 02664589) as an Independent Director

Change in designation:

Mr. Sanjay Padode (DIN: 00338514) was redesignated as Chairman and Executive Director w.e.f. 04th October, 2025 for remaining period of his appointment subject to the approval of the members.

Mr. Pranav Padode (DIN: 08658387) was redesignated as Managing Director and CEO of the Company w.e.f. 04th October,

2025 for the remaining period of his appointment subject to the approval of the members.

Necessary Resolution(s) along with disclosure(s) / further information(s) in respect of the aforesaid directors seeking appointment / re-appointment at the ensuing Annual General

Meeting have been given in the Notice convening the 35 ^th AGM of your Company.

The Company has received a declaration from all the Independent Directors of the Company confirming that meet the criteria of independence as prescribed under Section 149(6) of the Act, and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances their status as independent directors of the Company.affecting The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms ofSection150 of the Act and rules framed thereunder.

All Directors and senior management personnel have confirmed compliance with the Code of Conduct for Directors and Senior Management personnel.

The relevant details of the Directors, and their attendance at Board and Committee meetings are given in the Corporate Governance Report attached herewith.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section134(3)(c) of the Act, the Board of Directors state that: a. in the preparationof the annual accounts for the financial year ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to b. they have selected such accounting them consistently and made judgmentsandestimatesthat eria. are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial st March, 2025 and of the profit of the year 31 Company for that period; c. they have taken proper and sufficient maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting andother d. they have prepared the annual accounts for the year ended

31st March, 2025 on a going concern basis; e. they have laid down internal financial controls followed by the Company and that such internal financial controls are adequate and were operating effectively; and f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating

BOARD COMMITTEES:

The Board has constituted various committees consisting of Executive and Non-Executive Directors of the Company to ensure good corporate governance and in compliance with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, theyAs on 31st March 2025, the Board has four i. Audit Committee; ii. Nomination and Remuneration Committee; iii. Stakeholders' Relationship Committee; iv. Right issue Committee Details of all the Committees along with their terms of reference and other details are provided in the report on Corporate Governance.

NUMBER OF MEETINGS OF THE BOARD & COMMITTEES:

The details of the number of meetings of the Board and Board Committees held during the financial year 2024-25 forms part of the Corporate Governance Report.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Act and Regulation 17(10) of the Listing Regulations, a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and Individual director. Schedule IV to the Act, states that the performance evaluation of the independent directors shall be done by the entire Board material departures, if any; of Directors, excluding the director being evaluated. The Board works with the Nomination and Remuneration Committee to policiesandapplied laydowntheevaluation As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 26^th March, 2025, to review the performance of Non-Independent care for the Directors (including the Chairman) and the Board as whole and to ensure that system devised for checking the flow of information between the Board and the Management is operating effectively and vice versa. They have expressed their satisfaction and complimented the good process followed by the Company, including conduct of Board Meetings and quality of Minutes.

The Board has carried out evaluation of its own performance, the directors individually as well as the working of its Audit

Committee, Nomination & Remuneration Committee Stakeholders' Relationship Committee of the Company. The Boardhasdevised of each of Executive, Non-Executive and Independent Directors Suchquestionsare prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas: i. Attendance at Board Meetings and Committee Meetings; ii. Quality of contribution to Board deliberations; iii. Strategic Company and its performance; iv. Providing perspectives and feedback going beyond information provided by the management. te the same through a properly During the financial year under review, performance of non-independent directors, the Board as a whole and the Chairman was evaluated in a separate meeting of Independent Directors.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In accordance with Section177 of the Act, the Company has adopted Vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Company had established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conductand Standard Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the

Chairman of the Audit Committee in the exceptional cases. The functioning of the Vigil Mechanism is reviewed by the Audit Committee employees have been denied access to the Audit the Board.

The objective of this mechanism is to maintain a redressal system that can process all complaints concerning questionable accounting of financial information.

We affirm that during the financial year 2024-25, no employee or director was denied access to the Audit Committee. The Vigil

Mechanism Policy is available on the website of the Company at https://dsjkeeplearning.com/governance/

PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

Pursuant to Section

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of ratio of remuneration of each director to the median employee's remuneration are appended to this report as "Annexure I".

Further, the information as required under the provisions of Section 197 of the Act read with Rule 5(2) and of the (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended to this report as "Annexure I".

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Act and Rules 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

RISK MANAGEMENT:

The Company has laid down a well-defined Risk Management

Policy covering the risk mapping, risk analysis, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks.

The Board periodically reviews the risks and suggests steps to betakentocontroland defined framework.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions transacted during the year under review were in the ordinary course of business and were on arm's length basis and the same are reported in the Notes to the Financial Statements. Accordingly, the disclosure pertaining to Related Party Transactions as required under Section134(3) of the Act in Form AOC-2 is not applicable. Suitable disclosure requiredunderthe Accounting AS 24) have been made in the notes to the Financial Statement.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not granted any loans, provided guarantees, or made any investments covered under the provisions of Section 186 of the Companies Act, 2013 during the financial year. from time to time.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BYof THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of Corporate Social Responsibility under Section 135 of the Act and rules made thereunder are not applicable to the Company. Therefore, the Company has not developed and implemented any policy on Corporate Social Responsibility initiatives.

STATUTORY AUDITORS:

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Jayesh

Dadia & Associates LLP, Chartered Accountants, Mumbai, (Firm

No.: 121142W/W100122) were appointed as Registration

Statutory Auditors of the Company at the 32^nd Annual General Meeting of the Company held on 30 ^th September, 2022 for a conclusion of 37 termof5(five) th Annual General Meeting to be held in the year 2027.

AUDITORS' REPORT:

There were no adverse remarks or qualifications made the auditors of the Company in their report on the financial statements of the Company for the financial year under except one of the adverse remark given by the auditor in the CARO report which is as follow:

AUDITORS REMARK:

There were no undisputed statutory dues as mentioned above in arrears as at 31st March, 2025 for a period of more than 6 months from the date they became payable except the following:

Name of the Statute	Nature of Dues	Period to which the due pertain to	Amount Rs. in Lakhs (excluding interest)
Labour Welfare Fund	Labour Welfare Fund	F.Y. 2022-23 the forms for creation	0.008
Labour Welfare Fund	Labour Welfare Fund
Labour	Labour	F.Y. 2023-24	0.006
Welfare Fund	Welfare Fund

MANAGEMENT REPLY:

The Company is in the process of applying for registration and accordingly will make the payment and do the necessary compliances in due course of time.

DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:

Pursuant to Section 143(12) of the Act, during the year under review there were no frauds reported by the Auditors of the

Company to the Audit Committee or the Board of Directors. Hence, there is nothing to report under Section 134(3)(ca) of the Act.

SECRETARIAL te from the concerned SBI branch to enable filing Certifica AUDITORS: As per requirement of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Alok Khairwar &

Associates Company Secretaries as the Secretarial Auditor for financialyear 2024-25, whose Secretarial Audit Report in Form MR-3 is attached separately to this Report.

Pursuant to the provisions of Section 204 of the Act, read with Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, the Secretarial Audit Report received from M/s. Alok Khairwar & Associates, Company Secretaries is appended as "Annexure II" and forms part of this report.

In respect of the Secretarial Auditors' remarks in their report, the Directors would like to state as under: a) The Company has not redeemed its preference shares, the statutory time limit for redemption is overdue.

Reply: In past, Our Company had issued preference shares to DSJ Finance CorporationLimited. Pursuant to section 55 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 the Company ought to have redeemed the preference share of the Company but such preference shares have not been redeemed due to reason that DSJ Finance Corporation Limited is under liquidation since 1998 and hence the legal formalities for redemption of preference shares could not be taken and processed till date. b) The Company has State Bank of India charge registered at ROC website but the satisfaction of charges not done.

Reply: In past, our Company had availed certain financing facilitiesfrom certain financial institutions.Such financing were secured by way of hypothecationof movable facilities assets/ mortgage of certain immovable properties.As per the applicable provisions of applicable law, our Company charge and such financing hadfiled facilities have been paid in full. However, Corporate Affairs portal ("MCA") reflects charges in the name of the Company. The date of Satisfaction of Charges has not been updated on MCA portal. Our Company had not filed forms relating to satisfactionof charge. Our Company had made attempts to take necessary step to rectify the records. With respect to SBI Charges which are reflected on the MCA website. Further, SBI Charge reflected on MCA website is very old and the Company has no records in relation to the no dues certificate, Company is in the process to obtain no dues certificates from the respective SBI bank. The Company has filed the satisfaction of charges of other bank in the Year 2024-25 and currently only SBI charge is showing outstanding in the records of the company. The Company is actively in the process of obtaining the requisite No Dues

of the satisfaction of charge and updating the MCA accordingly. c) The Company is not compliant to the requirement of 100% Promoter and Promoter group in dematerialized form as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Reply: In accordance with SEBI Circular dated November 30, 2015, 100% of promoters and promoter group shareholding must be in dematerialised form. However, equity shares appearing in the name of DSJ Finance

Corporation Limited, ("DSJ Finance") one of the entity falling under the Promoter Group, are in physical form and are not dematerialized since DSJ Finance is under liquidation since 1998. Due to the liquidation proceedings DSJ Finance Corporation Limited management is in control of the liquidator and hence the process of dematerialization has not happened in term of SEBI Circular dated November 30, 2015. Due to the liquidation proceedings DSJ Finance Corporation Limited management is in control of the liquidator and hence the process of dematerialization has not happened in term of SEBI Circular dated November 30, 2015. d) Shareholder approval is not obtained within the prescribed Directors.timeline

Reply: The directors appointed on 13th December

2024 were required to be regularized within three months. However, the directors were resigned from the close of business hours on 14th April, 2025 hence their appointments were not placed before the shareholders for approval.

In line with the newly introduced requirements under the Listing Regulations,the Board has recommended the appointment of M/s. Alok Khairwar and Associates as the Secretarial Auditor of the Company for conducting Secretarial Audit for a period of five consecutive years, commencing from 2025-26 to 2029-30, for approval of the Shareholders in forthcoming Annual General Meeting of the Company.

INTERNAL AUDITOR: te Pursuant to the provisions of Section 138 of the Act read with Companies (Accounts) Rules, 2014, the Company has re-appointed Mr. Amit B. Agarwal & Associates, Chartered Accountants, Mumbai as Internal Auditor of the Company in the meeting of the Board of Directors held on 26 ^th August 2024 from financial year 2024-25 and financial year 2025-26. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliances with operating systems, accounting procedures and policies and report the same to the Audit Committee quarterly basis.

Based on the report of internal auditors, the management undertakes corrective action in their thereby strengthens the controls.

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place an adequate Internal Financial Control System. The Board evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures at all levels and strives to maintain the Standard in Internal Financial Control.

LISTING OF SECURITIES:

The Company's shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company hereby confirms that the Company has made the payment of Annual ListingFees for the financial year ended as on 31 ^st March, 2025 to BSE Limited and National Stock Exchange of India Limited.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitment, affecting the financial positionsof the Company occurred between the end of the F.Y 2024-25 to which this financial statement relates and the date of this report.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Regulations 34(3) read with Schedule V of the (Listing Obligation and Disclosure Requirement) 2015, the following have been made a part of the Annual

Report.

Management Discussion and Analysis;

Report on Corporate Governance;

Declaration on Compliance with Code of Conduct; compliance of conditions of Auditors'

Corporate Governance.

BUSINESS RESPONSIBILITY REPORT:

The provisions in terms of Regulation 34(2)(f) of the Listing Regulations regarding Business Responsibility Report ("BRR") of the Company are not applicable to the your Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company's operations in future. areas and

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention,prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013 and the thereunder the Company has formulated a Policy on prevention of Sexual Harassment in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder which is aimed at providing every woman at the workplace a safe, secure and dignified The Company has Complaint Redressal Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. The Management has initiated a review of the Company's committee structures, and we are in the process of revising the membership to align with the company's evolving needs and objectives.

The Company has complied with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, includingconstitution of the Sexual Harassment Committee i.e. Internal Complaints Committee.

No. of complaints filed during Financial Particulars Year2024-25:NIL No. of complaints disposed off during Financial Year 2024-25

:NA

No. of complaints pending as on 31^st March, 2025 : NA

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

Pursuant to the provisions of Section with Rule 8 of the Companies (Accounts) Rules, 2014 details regarding Conservation of Energy, Technology absorption,

Foreign exchange earnings and outgo are as under:

A) f Energy: o Conservation a. Steps taken or impact on the conservationof energy

The Operations of the Company do not consume energy intensively. However, the Company continues to implement prudent practices for saving electricity . andotherenergyresourcesinday-to-dayactivities b. Steps taken by the Company for utilizing alternate sources of energy Though the by the Company are not energy intensive, the

Company shall explore alternative sources of energy, as and when the necessity arises. c. The capital investment on energy conservation equipment – Nil

for the committed services of the employees of

B) Technology absorption, adaption and innovation: a. The efforts made toward technology absorption Company continues to take prudential respect of technology absorption, adaptation and take steps to use the scarce resources effectively. b. The benefits derived workenvironment. cost reduction, product substitution . c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) Not Applicable. d. The expenditure incurred on Research and Development - Not Applicable.

C) Foreign Exchange Earnings and Outgo:

The Particulars of Foreign Exchange Earning and Outgo the year under review are as follow:

	Year ended March 31, 2025	Year ended March 31, 2024
Foreign exchange earning	292.6	66.34
Foreign exchange outgo	104.34	89.12

MAINTAINENCE OF COST RECORDS: 134(3) (m)oftheAct, read

The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules, 2014 of Section 134(3) of the Act regarding maintenance of cost records are not applicable to the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the of Company Secretaries of India and the Company complies with all the applicable provisions of the same during the year under review.

ACKNOWLEDGEMENT: undertaken

Your Directors take this opportunity to express their sincere appreciation all the Government departments, Banks, Financial members and employees during the year under review and also e. futur lookforwardtotheircontinuedsupportinthe Your Directors also wish to place on record their deep appreciation

Company

		For and on behalf of the Board of Directors
Place : Mumbai	Sanjay Padode	Pranav Padode
Date: 29^th August, 2025	Chairman & Managing Director	Whole-time Director and CEO
	DIN: 00338514	DIN: 08658387