Director's Report


Deccan Gold Mines Ltd
BSE Code 512068 ISIN Demat INE945F01025 Book Value (₹) 30.58 Div & Yield % 0 Market Cap ( Cr.) 2,137.91 P/E * 0 EPS * 0 Face Value (₹) 1
* Profit to Earning Ratio
* Earning Per Share

To

The Members,

The Board of Directors of ('the Company') have pleasure in submitting their 41st Annual Report to the Members of the Company together with the Audited Standalone and Consolidated Statement of Accounts for the year ended March 31, 2025. The financial statements have been presented based on Ind AS requirements.

?‚? FINANCIAL STATEMENTS & RESULTS: Standalone

?‚? FINANCIAL RESULTS

Financial results for the year ended March 31, 2025 are as under: ( ` in '000)

Particulars 2024- 25 2023- 24
Other Income 45,402 2,538
Total Expenses 5,12,375 1,02,240
Profit / (Loss) before Exceptional and Extraordinary Items and Tax (4,66,973) (99,703)
Less: Exceptional and Extraordinary Items - -
Profit / (Loss) before tax (4,66,973) (99,703)
Less: Current Tax & Deferred Tax - 159
Profit / (Loss) after tax (4,66,973) (99,862)
Other Comprehensive Income (908) (74)
Total Comprehensive Income of the year (4,67,881) (99,935)

?‚? OPERATIONS AND STATE OF AFFAIRS:

(DGML), is India's first publicly listed gold mining company in over five decades, and currently holds active operations and exploration initiatives in Kyrgyzstan, India, Finland, Mozambique, and Tanzania, with a vision of sustainable development, robust community engagement, and strategic growth within the critical and precious minerals sectors.

Details on the operations of the Company and status of its projects in India/overseas as well as market announcements made from time to time can be accessed at https://deccangoldmines.com/ and www.bseindia. com (BSE Scrip Code: 512068). A separate update on the Projects of the Company is provided elsewhere in this Annual Report under the section "Summary of Operations".

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

?‚? REPORT ON PERFORMANCE OF SUBSIDIARIES:

The details of Company's shareholding in its Subsidiary & Associate Companies (as on March 31, 2025) are given here under

Sl No. Name of the Company No. of shares Share Holding % Status
1. Deccan Exploration Services Private Limited (DESPL), India 13,555 100% Wholly Owned Subsidiary
2. Deccan Gold Tanzania Private Limited (DGTPL), Tanzania 52,650 100% Wholly Owned Subsidiary
3. Deccan Gold FZCO, Dubai, UAE 2,000,000 100% Wholly Owned Subsidiary
4. Avelum Partner LLC, Kyrgyzstan 105,000,000 60% Subsidiary
5. Geomysore Services (India) Private Limited (GMSI), India 1,039,603 29.44% Associate
6. Kalevala Gold Oy, Finland 810 27.89% Associate

Pursuant to the provisions of Section 129 of the Act, the accounts of Subsidiary Companies have been consolidated into the Company's accounts. Apart from this, no other Company has become or ceased to be the Company's subsidiary(ies), joint venture(s) or associate company during the year under review.

The performance and financial position of Subsidiary Companies for the year ended March 31, 2025 is attached as Annexure 1 (Form AOC-1) to this Report.

?‚? MATERIAL SUBSIDIARIES:

The Board has adopted a Policy for determining Material Subsidiaries in accordance with the requirements of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The Policy, as approved by the Board, is uploaded on the Company's website and the link for the same is. https:// deccangoldmines.com/wp-content/uploads/2025/11/Material_Subsidiaries_Policy-1.pdf In terms of the criteria laid down in the Policy and as per the definition of material subsidiary provided in Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, Avelum Partners LLC, Kyrgyzstan continues to be a 'Material Subsidiary', based on the Company's Consolidated Financial Statements for financial year 2024-25.

Further, the Financial Statements of the Subsidiary companies as noted in the point (c) above for the financial year ended March 31, 2025 are available on the Company's website at https://deccangoldmines.com/investor- relations/financials-annual-reports/

?‚? COMPLIANCE WITH SECRETARIAL STANDARDS

The applicable Secretarial Standards issued by the Institute of Company Secretaries of India, i.e. SS-1 and SS- 2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly complied with by the Company.

?‚? DIVIDEND:

Your Directors express their inability to recommend dividend for the financial year under review keeping in mind the operations of the Company and losses incurred during the year.

?‚? TRANSFER TO RESERVES:

In view of losses incurred during the year under review, the Board of Directors has not recommended transfer of any amount to reserves.

?‚? DECLARATION WITH REGARD TO FINANCIAL STATEMENTS:

Financial Statements for the year ended March 31, 2025, are in accordance with the Indian Accounting Standards (IND-AS) notified by the Ministry of Corporate Affairs, Government of India which have already become applicable to the Company from the accounting period beginning on April 1, 2017.

The Company has not carried out any revision in its financial statements in any of the three preceding financial years as per Section 131 of the Act.

?‚? DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

?‚? DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

?‚? DISCLOSURE WITH REGARD TO INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to financial statements as designed and implemented by the Company are adequate considering the nature of its business and the scale of operations. During the year under review, no material or serious observation has been made by the Statutory Auditors and the Internal Auditors of the Company regarding inefficiency or inadequacy of such controls. Wherever suggested by the auditors, control measures have been further strengthened and implemented.

?‚? DISCLOSURE WITH REGARD TO ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS:

No adverse orders have been passed by any Regulator or Court or Tribunal which can have impact on the Company's status as a Going Concern and on its future operations.

?‚? PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All related party transactions were placed before the Audit Committee for approval. Form AOC-2 will not form part of Board's report as all the transactions with related parties are in arm's length basis and in ordinary course of business. There are also no materially significant related party transactions during the year which may have a potential conflict with the interest of the Company at large. Related party transactions as required under the Indian Accounting Standards are disclosed in Notes to the financial statements of the Company for the financial year ended March 31, 2025. The Policy on related party transactions as approved by the Board may be accessed on the Company's website at https://deccangoldmines.com/wp-content/uploads/2025/11/RPT-Policy_2025-1.pdf

Your Directors draw attention to Note No. 38 of Standalone financial statements which sets out disclosures on related parties and transactions entered with the said parties during the financial year under review.

?‚? PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

During the year under review, the Company provided a loan of Rs. 50.73 crore to Avelum Partner LLC, Kyrgyzstan. The details of investments held by the company as on March 31, 2025 are furnished in the table provided under point (c) here above.

?‚? DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information is required to be furnished in terms of provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

?‚? DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence the provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 are not applicable.

?‚? DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:

During the financial year under review, with the approval of the shareholders at the Extra Ordinary General Meeting held on May 08, 2024, your Company has introduced Deccan Gold Mines Stock Incentive Plan, 2024 (DGML SIP 2024) to retain eligible employees.

The Nomination Remuneration Committee of your Company at their meeting held on July 10, 2024 & February 14, 2025 approved grant of 49,75,000 & 75,000 respectively Stock Options under the DGML SIP 2024. The disclosure as required under Regutation of 14 of SEBI (Share Based Employee Benefit And Sweat Equity) Regulations, 2021 have been placed on the website of the company and can be accessed at https://deccangoldmines.com/investor- relations/general-meetings/

?‚? DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a Scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014. Hence, disclosures pursuant to Section 67(3) of the Companies Act, 2013 are not required to be furnished.

?‚? OUTLOOK AND OPPORTUNITIES:

Details on the industry outlook, opportunities, risks and concerns have been provided under 'Management Discussion and Analysis' forming part of this Annual Report

?‚? MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

?‚? Board of Directors and Key Management Personnel:

The details of changes in the directors and KMPs, during the year under review and upto the date of this Report, are as under

?‚? Ms. Deepthi Donkeshwar (DIN: 08712113) was re-appointed as Non-Executive Independent Director for a second term of 2 years w.e.f. August 9, 2024 and the re-appointment was approved by the shareholders at their EGM held on August 7, 2024

?‚? Mr. Dinesh Kumar Gandhi (DIN: 01081155) was appointed as Non-Executive Non-Independent Director liable to retire by rotation w.e.f. July 10, 2024 and the appointment was approved by the shareholders at their EGM held on August 7, 2024.

?‚? Mr. Govind Subhash Samant (DIN: 07984886), Non-executive Non-Independent Director resigned w.e.f. July 2, 2024 and the Board places on record its appreciation of the services rendered by Mr. Samant during his tenure

?‚? Dr. Hanuma Prasad Modali (DIN:01817724) was re-appointed as a Managing Director for a period of 5 years

w.e.f. October 1, 2024 to September 30, 2029 and the re-appointment was approved by the shareholders at 40th Annual General Meeting held on September 25, 2024

?‚? Mr. Subramaniam S (DIN:06389138) was re-appointed as a Whole-time Director for a period of 5 years w.e.f. October 1, 2024 to September 30, 2029 and the re-appointment was approved by the shareholders at their 40th Annual General Meeting held on September 25, 2024

?‚? Mr Subramaniam S (DIN: 06389138) is the Director who retires by rotation and being eligible, offers himself for re-appointment.

?‚? Mr Vishwas Vasanth Rao (DIN: 09493037) was appointed as an Additional Director (Independent & Non Executive) for a period of five years subject to approval of shareholders in the ensuing Annual General Meeting (AGM).

Necessary resolutions regarding the above matters have been included in the Notice convening the ensuing 41st AGM and your Directors recommend their appointment.

?‚? Declaration by Independent Directors:

The Company has received declaration from all the Independent Directors under Section 149(6) of the Companies Act, 2013, as further amended by the Companies Amendment Act, 2017 and Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, confirming their independence vis-? -vis the Company and its management. There was no change in the circumstances which affected their status as Independent Director

(s) during the year under review.

The Independent Directors have also confirmed that they are not aware of any circumstances or situation which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Further, the Independent Directors of the Company possess integrity and requisite qualifications, experience and expertise in the field of finance, auditing, tax, risk advisory service, mineral exploration, mining and law and hold the highest standards of integrity.

Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") Notification dated October 22, 2019, regarding the requirement relating to enrolment in the Data Bank created by MCA for Independent Directors, have been received from all the Independent Directors.

?‚? Company's Policy on Directors' appointment and remuneration:

The Board has, as per the recommendation of the Nomination and Remuneration Committee, framed a policy on selection and appointment of Directors and Senior Managerial personnel and their remuneration which was further amended by the Board vide their resolution dated February 14, 2025 in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of said policy are given in the Corporate Governance Report which forms part of this Annual Report.

?‚? DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

?‚? Board Meetings:

The Board of Directors met 6 (Six) times during the year ended March 31, 2025, in accordance with the provisions of the Companies Act, 2013 and rules made there under. All these meetings were held through audio-visual means in compliance with the provisions of the Act. Detailed information on the Board Meetings is provided in the Corporate Governance Report which forms part of this Annual Report.

?‚? Directors' responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2025, the Board of Directors hereby confirms that:

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

?‚? such accounting policies have been selected and applied consistently, and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the loss of the Company for that year;

?‚? proper and sufficient care was taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

?‚? the annual accounts of the Company have been prepared on a going concern basis.

?‚? internal financial controls have been laid down by the Company and such internal financial controls are adequate and operating effectively.

?‚? proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

?‚? Board Committees:

There are 3 (three) Committees of the Board of Directors of the Company viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee as on March 31, 2025.

Detailed information on all the Board Committees is provided in the Corporate Governance Report forming part of this Annual Report along with the details of extract from Nomination and Remuneration Policy of the Company with respect to remuneration of Executive Directors, Key Managerial Personnel and other senior employees of the Company.

Policies framed by the Committees / Board pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are available on the Company's Website (https://deccangoldmines.com/).

Disclosure in respect of composition, meetings held, attendance of members, terms of reference and other related matters in respect of the above-Board Committees are furnished in the Corporate Governance Report forming part of this Annual Report.

?‚? Policies and Procedures (Mechanism):

Vigil Mechanism Policy for Directors / Employees:

The Board of Directors of the Company has pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed a "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards

to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The employees of the Company have the right to report their concern/grievance to the Chairman of the Audit

Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of its business operations.

Risk Management Policy:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses and define a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/ strategic business plans and in periodic management reviews.

Corporate Social responsibility:

The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.

?‚? Annual Evaluation of Directors, Board Committees and Board:

A statement indicating the manner of evaluation of performance of the Board and its Committees and individual Directors is attached to this Report as Annexure 2.

?‚? Internal control systems:

Adequate internal control systems commensurate with the nature of the Company's business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

?‚? Disclosure under Section 197(12) of the Companies Act, 2013 and other disclosures as per rule 5 of Companies (Appointment & remuneration) rules, 2014:

The information required pursuant to Section 197 read with Rules 5(1) and 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 have been attached as Annexure 3 to this Report.

?‚? Payment of remuneration / commission to managerial personnel from subsidiary company:

The Managing Director of the Company is not in receipt of remuneration / commission from the subsidiary company. Apart from the Managing Director, the Company did not have any managerial personnel during the year under review.

?‚? Familiarization Programme for Independent Directors

The Company proactively keeps its Directors' informed of the activities of the Company its management and operations and provides an overall industry perspective as well as issues being faced by the industry. Details for the year ended March 31, 2025 are available on the Company's website at https://deccangoldmines.com/wp- content/uploads/2025/11/Independent-Directors-Familiarization-Programme_2025-1.pdf

?‚? CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Regulation 34 of the SEBI Listing Regulations forms an integral part of this Report. The requisite certificate from M/s. Rathi & Associates, Company Secretaries confirming compliance with the conditions of corporate governance as stipulated under Schedule V of the SEBI Listing Regulations is enclosed to the Report on Corporate Governance.

?‚? AUDITORS AND REPORTS:

The matters relating to Auditors and their Reports for the year ended March 31, 2025 are as under:

?‚? Report of the Statutory Auditors on financial statements for the year ended March 31, 2025:

The Report furnished by the Statutory Auditors on the financial statements of the Company for the year ended March 31, 2025 is free from any observations / qualifications.

?‚? Secretarial Audit report:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report in Form MR-3 from a Practicing Company Secretary. M/s. Rathi and Associates, Practicing Company Secretaries, Mumbai had been appointed as Secretarial Auditors for the financial year March 31, 2025 to issue Secretarial Audit Report for the financial year 2024-25.

The Secretarial Audit Report issued in Form MR-3 by M/s. Rathi & Associates is attached as Annexure 4 and forms part to this report. The said report is self-explanatory and does not require any further clarification on the matter.

?‚? Annual Secretarial Compliance report:

In compliance with the Regulation 24A of the Listing Regulations and the SEBI circular CIR/CFD/CMD1/27/2019 dated February 8, 2019, the Company has undertaken an audit for the Financial Year 2024-25 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly issued by M/s. Rathi & Associates has been submitted to the Stock Exchanges within the prescribed timelines.

The Annual Secretarial Compliance Report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

?‚? Cost Auditors:

Presently, the Company is not engaged in any manufacturing activities and hence requirement of appointment of Cost Auditors pursuant to Section 148 of the Companies Act, 2013 is not applicable to the Company.

?‚? Internal Auditors:

The Board of Directors at their meeting held on August 13, 2024 had appointed M/s. GHS Gupta & Co., Chartered Accountants as Internal Auditors of the Company for the financial year 2024-2025. Significant audit observations and corrective actions thereon were presented to the Audit Committee at its quarterly meetings. No instances of fraud, suspected fraud, irregularity or failure of internal control systems of material nature were reported by the internal auditors during the year.

?‚? Fraud reporting:

During the year under review, Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed by Company/its Officers/or Employees as specified under Section 143(12) of the Companies Act, 2013.

?‚? DISCLOSURES UNDER SECTION 134 OF COMPANIES ACT, 2013:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

?‚? Extract of Annual return:

Annual Return (Form MGT-7) for the year 2024-2025 in terms of Section 92 (3) of the Companies Act, 2013 is available on the Company's website at https://deccangoldmines.com/investor-relations/disclosure-under- reg-46/annual-return-provided-under-section-92-of-the-companies-act/.

?‚? Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The particulars related to conservation of energy, technology absorption as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable. Particulars regarding foreign exchange earnings and outgo are furnished here under.

?‚? Expenditure and Earnings in Foreign Currency:

Earnings: (Rs. In '000)

Sr. No. Nature 2024- 2025 2023- 2024
1. Interest Earned on Loans 37,494 897
2. Professional Consultancy Income 4,979 NIL
3. Export of Goods on FOB basis 303 NIL
Total 42,473 897

Expenditure: (Rs. In '000)

Sr. No. Nature 2024- 25 2023- 2024
1 Exploration Expenses NIL 393
2 Professional Fees NIL 1,914
3 Sitting Fees NIL 197
4 Travelling & Other Expenses 4,337 2,472
5 Freight Charges 338 NIL
6 Seminar, Trade Fair & Conference Expenses 305 NIL
Total 4,980 4,977

?‚? Remuneration payable by Companies having no profit or inadequate profit (in terms of Section II of

Schedule V to the Companies Act, 2013):

The Company is paying remuneration to its Managing Director as per the limits laid down in Section II of Schedule V to the Companies Act, 2013.

?‚? Change in share capital:

During the year under review, there was a change in Authorized Share Capital of the Company from the existing Rs. 25,00,00,000/- (Rupees Twenty-Five Crores only) divided into 25,00,00,000 (Twenty Five Crores only) Equity Shares of Re. 1/- (Rupee One only) each to Rs. 26,00,00,000/- (Rupees Twenty-Six Crores only) divided into 25,00,00,000 (Twenty Five Crore only) Equity Shares of Re. 1/- (Rupees One only) each and 1,00,00,000 (One Crore only) Preference Shares of Re. 1/- (Rupees One only) each.

The Company has, during the year under review, allotted:

?‚? 26,514 Fully Paid-Up Equity Shares having a face value of Re. 1/- at an issue price of Rs. 116.20/- per share allotted on preferential basis to non-promoters.

?‚? 81,28,768 Fully Paid-Up Equity Shares having a face value of Re. 1/- at an issue price of Rs. 53.47/- per share upon conversion of equivalent number of equity warrants allotted on preferential basis to non-promoters.

?‚? 14,99,276 Fully Paid-Up Equity Shares having a face value of Re. 1/- at an issue price of Rs. 33.05/- per Compulsorily Convertible Debentures (CCDs) allotted on preferential basis to promoter group.

Because of the above allotments, the paid-up share capital of the Company increased from 14,72,66,500 equity shares of face value of Re.1/- each as on March 31, 2024 to 15,69,21,058 equity shares of face value of Re.1/- each as on March 31, 2025.

?‚? Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and redressal) Act, 2013:

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has also established an Internal Complaints Committee, as stipulated by The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. During the year under review, no complaints in relation to such harassment at workplace have been reported.

?‚? Insolvency and Bankruptcy Code, 2016:

During the year under review, no applications were made or any proceeding were pending under the Insolvency and Bankruptcy Code, 2016.

?‚? Disclosure with respect to one-time settlement of loan taken from the banks or financial institutions:

During the financial year under review, the Company had not taken any loan from the Banks or Financial Institutions. Hence, no disclosure is required to be made with respect to difference between amount of valuation done at the time of one-time settlement and the valuation done while taking the loan.

?‚? Compliance of the provisions relating to the Maternity Benefit Act, 1961:

The Company is in compliance with respect to the provisions relating to Maternity Benefit Act, 1961.

?‚? ACKNOWLEDGMENT AND APPRECIATION:

Your Directors take this opportunity to express their gratitude to all its shareholders and stakeholders for the confidence reposed in the Company and its management. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on behalf of the Board of Directors of

Kailasam Sundaram

Chairman

DIN: 07197319

Date: November 12, 2025 Place: Bengaluru

CIN: L51900MH1984PLC034662

Registered office:

No. 501, Ackruti Trade Center, Road No. 7, MIDC, Andheri (East), Mumbai 400093