Falcon Technoprojects India Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors have the pleasure of presenting the Eleventh Director’s Report together with the Audited Financial
Statements of your Company for the financial Year ended March 31, 2025.

1. FINANCIAL PERFORMANCE

The Company’s financial performance for the financial year ended March 31, 2025:

Particulars	Financial Year ended	Financial Year ended
	31/03/2025	31/03/2024
Revenue from Operations	2,647.27	1,144.32
Other Income	2.23	2.81
Total Income	2,649.50	1,147.14
Total Expenses	2,483.55	991.81
Profit Before Tax	165.95	130.20
Provision for Income Tax	43.05	40.37
i. Current Tax	(0.58)	(0.26)
ii. Deferred Tax
	6.85	3.32
iii. Short/Excess Provision for Income Tax
Profit for the Year	116.62	86.77

2. BUSINESS PERFORMANCE

Your Company has achieved total revenue of ^ 2,649.50 Lakhs during the financial year ended 31 March 2025 as against
a total revenue of ^ 1,147.14 Lakhs in the corresponding previous financial year ended 31 March 2024. Profit before tax
for the year stood at ^ 165.95 Lakhs compared to ^ 130.20 Lakhs for the previous corresponding year. The Profit after
tax for the period stood at ^ 116.62 Lakhs as against a profit of ^ 86.77 Lakhs during the corresponding year.

3. RESERVE & SURPLUS

The Board of Directors have decided to retain the entire amount of profit in the profit and loss account.

4. DIVIDEND

T o conserve the resources for future growth of the company, your directors do not propose any dividend for the current
year. Your Company’s policy on Dividend Distribution is available at https://www.falcongroupindia.com/wp-
content/uploads/2019/08/Dividend-Distribution-Policy.pdf

5. CHANGE IN THE NATURE OF BUSINESS

The Company did not commence any new business nor discontinue/sell or dispose off any of its existing businesses and
also did not hive off any segment or division during the financial year. Also, there has been no change in the nature of
business carried on by the Company’s subsidiary during the year under review.

6. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company, which have
occurred between the end of the financial year and up to the date of the report.

7. SHARE CAPITAL OF THE COMPANY

> AUTHORIZED SHARE CAPITAL

The authorized share capital of the Company as on 31st March, 2025 was ^ 10,00,00,000 (Rupees Ten Crore Only)
divided into 1,00,00,000 (One Crore) Equity Shares of ^ 10/- (Rupees Ten only) each.

> PAID-UP SHARE CAPITAL

The paid-up Equity share capital of the Company as on 31st March, 2025 was ^ 5,35,67,930 (Rupees Five Crore
Thirty-Five Lakhs Sixty-Seven Thousand Nine Hundred Thirty only) divided into 53,56,793 (Fifty-Three Lakhs Fifty-
Six Thousand Seven Hundred Ninety-Three) equity shares of ^ 10/- (Rupees Ten Only).

INITIAL PUBLIC OFFER ("IPO”) AND LISTING OF EQUITY SHARES

During the year under review, the Company conducted its Initial Public Offering (IPO) of 14,88,000 equity shares of ^10/-
each, in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The shares were
offered at a fixed price of ^92/- per share, including a premium of ^82/- per share.

The IPO was open for subscription from June 19, 2024 to June 21, 2024. Allotment of shares was finalized on June 24,
2024, and the Company’s equity shares were listed on the SME Platform (EMERGE) of the National Stock Exchange of
India Limited (NSE) on June 26, 2024.

The Company, vide its Prospectus dated June 12, 2024 (“Prospectus”) raised ^1,368.96 lakhs from the Initial Public Offer
of its equity shares (the ‘IPO’). As on the date of this report, the entire amount raised from the IPO has been fully utilized
in accordance with the objects stated in the Prospectus.

8. CHANGE IN NAME OF THE COMPANY

During the year under review, Company has not changed the Name.

9. CHANGE IN REGISTERED OFFICE

During the year under review, the Company has not changed its Registered Office.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company as on March 31, 2025 comprised of Three (3) Directors out of which One (1) are
Executive Directors and One (1) is Non-Executive Director and one (1) are Independent Directors.

The Directors and Key Managerial Personnel of the Company during FY 2024-25:

Sr. No.	Name	DIN/PAN	Effective Date of Change	Nature of Change	Designation
1	Mr. Bharat Shreekishan Parihar	06945020	09/09/2014	Appointment	Managing Director
2	Mrs. Priyanka K Gola	09384530	08/04/2023	Appointment	Independent Director
3	Mr. Pradeep Ganapayya Shetti	07050625	03/07/2024	Appointment	Non-Executive Director
4	Mrs. Sheetal Bharat Parihar	07410285	25/06/2025	Resignation	Non-Executive Director
5	Mr. Sumitkumar Hareshbhai Patel	10105361	04/02/2025	Resignation	Independent Director
6	Mr. Swapnil Sandeep Navale	07152189	02/07/2024	Resignation	Non-Executive Director
7	Mr. Sandeep Dinkar Navale	ABVPN9564A	02/07/2024	Resignation	Chief Financial Officer
8	Mrs. Charukeshi Ashwinkumar Sanghvi	DMVPS1007R	01/03/2025	Resignation	Chief Financial Officer
9	Ms. Dipti Sharma	LWTPS3886E	12/07/2024	Resignation	Company Secretary & Compliance Officer

DIRECTORSHIP POST MARCH 31, 2025 (UP TO THE DATE OF THIS REPORT):

Subsequent to the end of the financial year, the following directors are there in the composition of the Board and Key
Managerial Personnel:

Sr. No.	Name	DIN/PAN	Appointment Date	Designation
1	Mr. Bharat Shreekishan Parihar	06945020	09/09/2014	Managing Director
2	Mrs. Priyanka K Gola	09384530	08/04/2023	Independent Director
3	Mr. Pradeep Ganapayya Shetti	07050625	03/07/2024	Non-Executive Director
4	Mrs. Twinkle Agrawal	08641698	23/07/2025	Additional Director (Non-Executive, Independent)
5	Mrs. Swati Jain	BANPJ3099Q	25/04/2025	Company Secretary & Compliance Officer
6	Mushir Athar Sayed	CJWPS0036B	22/08/2025	Chief Financial Officer

The Company continues to work towards ensuring compliance with all applicable regulatory requirements and to
maintain a balanced and effective Board composition.

11. KEY MANAGERIAL PERSONNEL (KMP)

In terms of the provisions of Sections 2(51) and 203 of the Companies Act, 2013 (''the Act''), the following are the KMPs
of the Company:

• Mr. Bharat Shreekishan Parihar - Managing Director

• Mrs. Charukeshi Ashwinkumar Sanghvi (Up to March 01, 2025) - Chief Financial Officer

• Ms. Swati Jain (w.e.f. April 25, 2025) - Company Secretary & Compliance Officer

• Mr. Mushir Athar Sayed (W.e.f. August 22, 2025) - Chief Financial Officer

12. DECLARATION BY INDEPENDENT DIRECTORS

Directors who are Independent, have submitted a declaration as required under Section 149(7) of the Act that each of
them meets the criteria of Independence as provided in Sub Section (6) of Section 149 of the Act and under Regulation
16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and
there has been no change in the circumstances which may affect their status as independent Director during the year. In
the opinion of the Board, the Independent Directors possess an appropriate balance of skills, experience and knowledge,
as required.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered
themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA).

13. DETAILS OF MEETINGS OF BOARD OF DIRECTORS

A. BOARD OF DIRECTORS

During the financial year 2024-25, 15 (Fifteen) meetings of the Board of Directors were held, and the details of meetings
attended by the Directors are as follows:

Sr. No.	Date of Meeting	Number of Directors Present
1	15-04-2024	5
2	17-05-2024	5
3	22-05-2024	5
4	30-05-2024	5
5	12-06-2024	5
6	03-07-2024	4
7	12-07-2024	5
8	17-07-2024	5
9	19-07-2024	5
10	09-09-2024	5
11	24-10-2024	5
12	14-11-2024	5
13	06-12-2024	5
14	22-01-2025	5
15	14-02-2025	4

The details of meetings attended by the Directors are as follows:

Sr. No.	Name of Director/KMP	No. of Meetings entitled to attend	No. of meetings attended
1	Bharat Shreekishan Parihar	15	15
2	Sheetal Bharat Parihar	15	15
3	Priyanka K Gola	15	15
4	Pradeep Ganapayya Shetti	9	9
5	Sumitkumar Hareshbhai Patel	14	14
6	Swapnil Sandeep Navale	5	5
7	Sandeep Dinkar Navale	5	5
8	Charukeshi Ashwinkumar Sanghvi	4	4
9	Dipti Sharma	6	6

B. Audit Committee of Board of Directors

As a measure of good Corporate Governance and to provide assistance to the Board of Directors in overseeing the Board’s
responsibilities, an Audit Committee was formed as a sub-committee of the Board. The Committee is in line with the
requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015. The terms of reference of the Audit Committee covers all matters specified in Part C
of Schedule II of Regulation 18 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
also those specified in Section 177 of the Companies Act, 2013.

The detailed composition of the members of the Audit Committee as on March 31st, 2025:

Name	Nature of Directorship	Status in Committee
Priyanka K Gola	Independent Director	Chairman
Sumitkumar Hareshbhai Patel	Independent Director	Member
Bharat Shreekishan Parihar	Executive Director	Member

Changes during the Year:

During the year under review, Mr. Sumitkumar Hareshbhai Patel resigned from the Board and Audit Committee on
February 4, 2025. Subsequently, the Audit Committee was reconstituted on July 23, 2025. The revised composition is as
follows:

Name	Nature of Directorship	Status in Committee
Priyanka K Gola	Independent Director	Chairman
Twinkle Agrwala	Additional Director (Non¬ Executive, Independent)	Member
Bharat Shreekishan Parihar	Executive Director	Member

All the members possess sound accounting and financial management knowledge.

During the period under review, a total of 05 (Five) Audit Committee Meetings were held dated:
May 22, 2024, July 17, 2024, October 24, 2024, November 14, 2024 and December 06, 2024.

Attendance for Audit Committee Meeting:

Sr. No.	Name of Committee Member	No. of Meeting
		Entitled to Attend Attended
1.	Priyanka K Gola	5	5
2.	Sumitkumar Hareshbhai Patel	5	5
3.	Bharat Shreekishan Parihar	5	5

C. NOMINATION & REMUNERATION COMMITTEE

In compliance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with
Section 178 of the Companies Act, 2013, the Board has constituted the “Nomination and Remuneration Committee”.

The detailed composition of the members of the Nomination and Remuneration Committee as on the date of the report:

Name	Nature of Directorship	Status in Committee
Priyanka K Gola	Independent Director	Chairman
Twinkle Agrwala	Additional Director (Non- Executive, Independent)	Member
Pradeep Ganapayya Shetti	Non-Executive Director	Member

During the period under review, total 3 (Three) Nomination and Remuneration Committee Meetings were held dated:
July 03, 2024, October 24, 2024 and February 14, 2025

Attendance of Nomination & Remuneration Committee Meeting:

Sr. No.	Name of Committee Member		No. of Meeting
		Held	Attended
1.	Priyanka K Gola	3	3
2.	Sumitkumar Hareshbhai Patel	3	2
3.	Pradeep Ganapayya Shetti	3	3

D. STAKEHOLDER RELATIONSHIP COMMITTEE:

In compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015, the Board has constituted the “Stakeholders’ Relationship
Committee”.

The Stakeholders’ Relationship Committee has been formed for the effective redressal of the investors’ complaints and
reporting of the same to the Board periodically.

The detailed composition of the members of the Stakeholders Relationship Committee at present is given below:

Name	Nature of Directorship	Status in Committee
Priyanka K Gola	Independent Director	Chairman
Bharat Shreekishan Parihar	Managing Director	Member
Pradeep Ganapayya Shetti	Non-Executive Director	Member

During the period under review, total 2 (Two) Stakeholders Relationship Committee Meetings were held:
July 03, 2024 and October 08, 2024

Attendance of Stakeholder Relationship Committee Meeting:

Sr. No.	Name of Committee Member		No. of Meeting
		Held	Attended
1.	Priyanka K Gola	2	2
2.	Bharat Shreekishan Parihar	2	2
3.	Pradeep Ganapayya Shetti	2	2

E. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Based on the profitability criteria for the year, Corporate Social responsibility requirements under section 135 of the
Companies Act, 2013 are not applicable to the Company for the year under review.

The company is seeking and planning to incorporate the CSR initiatives to address the requirements of Section 135 for
financial year 2024-25.

14. EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 read with Part D of Schedule II to the Listing
Regulations, the Management carried out proper evaluation of the Independent Directors prior to their appointment, on
the basis of contribution towards development of the Business and various other criteria like experience and expertise,
performance of specific duties and obligations etc.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its committees as
well as performance of Directors individually through internally developed questionnaire on performance evaluation.

The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of
criteria such as the contribution of the individual director to the Board and committee meetings.

The performance evaluation of Non-Independent Directors and the Board as a whole was carried out by the Independent
Directors.

VIGIL MECHANISM

Your Company has formulated and published a Whistle Blower Policy to provide a mechanism (“Vigil Mechanism”) for
employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with
the provisions of Section 177 (9) of the Act.

The Whistle Blower Policy (Vigil Mechanism) is uploaded on the Company web link:
https://www.falcongroupindia.com/wp-content/uploads/2023/06/2.-100423 FTIL Policy-on-Vigil-Mechanism.pdf

15. COMPANY''S POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES

Your Company has formulated and published The Nomination & Remuneration Policy for Directors, Key Managerial
Personnel and Senior Management. The provisions of this policy are in line with the provisions of Section 178(1) of the
Act. The Policy is uploaded on the website of the company. The web link is https://www.falcongroupindia.com/wp-
content/uploads/2023/06/3.-060623 FTIL Nomination-Remuneration-Policy.pdf.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134, Sub-section 3(c) and Sub-section 5 of the Companies Act, 2013, the
Board of Directors, to the best of their knowledge and ability, state and confirm that:

(a) In preparation of the annual accounts, the applicable Accounting Standards have been followed, along with proper
explanation relating to material departures, if any;

(b) Such Accounting Policies have been selected and applied consistently, and judgements and estimates have been made
that are reasonable and prudent to give a true and fair view of the Company’s state of affairs as on 31 March, 2025
and of the Company’s profit or loss for the year ended on that date;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with
the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

(d) The annual Financial Statements have been prepared on a Going Concern Basis.

(e) Internal financial controls have been laid down to be followed by the Company and that such internal financial
controls were adequate and operating effectively.

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

17. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statement across the
organization. The same is subject to review periodically by the internal auditors for its effectiveness. During the financial
year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The
Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the
requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor’s report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial
reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self¬
assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance
that our internal financial controls are designed effectively and operate as intended. During the year, no reportable
material weakness was observed.

18. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company at the beginning of the year,
during the year or at the end of the year.

19. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year, no significant and material orders were passed by the regulators or courts or tribunals impacting the
going concern status and company’s operations in the future.

20. EXTRACT OF ANNUAL RETURN

The Annual return referred to in Sub Section (3) of Section 92 of the Companies Act, 2013, for the financial year ended
March 31, 2024 will be placed on the website of the company at https://www.falcongroupindia.com/wp-
content/uploads/2019/08/Form-MGT-7-25022025 signed-02-2025-1.pdf

21. AUDITORS AND AUDITOR''S REPORT

A. STATUTORY AUDITOR

M/s NGST & Associates, Chartered Accountants, having (FRN: 135159W) were appointed as Statutory Auditors of the
Company in the Annual General Meeting held on December 30, 2024, for F.Y. 2024-25 to FY 2028-29 to hold the office
till the conclusion of 15^th Annual General Meeting.

B. SECRETARIAL AUDITOR

Pursuant to Section 204(1) of the Companies Act, 2013, the Company is required to obtain a Secretarial Audit Report
from a Practicing Company Secretary and annex the same to the Board’s Report. In compliance with this requirement,
the Board of Directors, at its meeting held on December 30, 2024, appointed M/s. V K Suthar & Associates, Company
Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2024-25.

Subsequently, M/s. V K Suthar & Associates tendered their resignation on August 20, 2025. The Board, at its meeting held
on August 22, 2025, approved the appointment of M/s. Deepti & Associates, Practicing Company Secretaries, to carry out
the Secretarial Audit for the financial year 2024-25.

C. INTERNAL AUDITOR

M/s. Raj Atul Khatri & Associates, Chartered Accountant, is appointed as Internal Auditor of the Company for F.Y. 2024¬
25. They take care of the internal audit and controls, systems and processes in the Company.

AUDITOR''S REPORT AND SECRETERIAL AUDITOR''S REPORT

Auditor''s Report

The Auditors’ Report for the Financial Year ended 31 March, 2025 does not contain any qualification, reservation, adverse
remark, or disclaimer. The Notes on financial statements referred to in the Auditor’s Report are self-explanatory and do
not call for any further comments. No fraud has been reported by the Auditor under Section 143(12) of the Companies
Act, 2013 requiring disclosure in the Board’s Report.

Secretarial Auditor''s Report

The Secretarial Audit Report is annexed as ''Annexure A'' and forms an integral part of this Report. The Secretarial
Auditors have not expressed any qualifications in their Secretarial Audit Report for the year under review. Being a SME
Listed Company, Pursuant to Regulation 24A of the Listing Regulations read with SEBI Circular No.
CIR/CFD/CMD1/27/2019 dated 08 February 2019, the Annual Secretarial Compliance Report is not applicable to our
Company.

22. CORPORATE SOCIAL RESPONSIBILITY

The Company is not covered under purview of the provisions of Section 135 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and hence the details in respect of development and implementation of CSR by the
Company are not included in this report.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Particulars of loans and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 are given
in the notes to Financial Accounts, which forms part of the Annual Report. The Company has not extended the corporate
guarantee on behalf of any other Company during the year under review.

24. PUBLIC DEPOSIT

The Company has neither accepted nor renewed any deposits during the year.

25. RISK MANAGEMENT POLICY

The Board of Directors of the Company have framed a Risk Assessment and Management Policy and are responsible for
reviewing the risk management plan and ensuring its effectiveness. The Audit Committee exercises additional oversight
in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis.

26. RELATED PARTIES TRANSACTIONS

All Related Party Transactions (RPT) that were entered into during the financial year were on an arm’s length basis and
in the ordinary course of business. The disclosure of material RPT is required to be made under Section 134(3)(h) read
with Section 188(2) of the Companies Act, 2013 in Form AOC 2 is attached as Annexure B forming part of this Report.
The details of the material RPT, entered into during the year by the Company as approved by the Board, is given as
Annexure to this Report. Your Directors draw your attention to Notes to the financial statements, which set out related
party disclosures. Loans and advances in the nature of loans to subsidiaries and Associates, transactions of the listed
entity with any person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding
in the listed entity is also disclosed on Notes to the financial statements.

27. INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal
Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and in view of recent amendments to the
SEBI (Prohibition of Insider Trading) 2015 by SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the
Policy on Determination of Legitimate purpose and the Policy on inquiry in case of leak or suspected leak of UPSI are
adopted by the Company and are made available on the Website of the Company. Weblink:
https://www.falcongroupindia.com/code-policies/#

28. MANAGEMENT''S DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report.

29. CORPORATE GOVERNANCE REPORT

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance
provisions are not mandatory for the Company, as it is listed as a Small and Medium-sized Enterprise (SME).

30. GENERAL SHAREHOLDER INFORMATION

A	AGM: Day, Date, Time and Venue	Thursday, September 25, 2025, at 12:30 P.M through V.C
B	Financial Year	2024-25
C	Cut-off date for the purpose of determining shareholders for voting	September 19, 2025
D	Listing on Stock Exchanges	NSE-Emerge
E	Scrip Code/Symbol	FALCONTECH
F	ISIN	INE0PQK01013
G	Payment of Listing Fees	The Company confirms that it has paid Annual Listing fees due to the stock exchange for the financial year 2024-2025
H	Market Price Data (High, Low during each month in last financial year 2024-25)	*Refer Table below
I	Registrar and Share Transfer Agents	KFin Technologies Limited

*MARKET PRICE DATA

Month	High	Low
June 2024	91.85	82.00
July 2024	88.75	65.25
August 2024	67.00	54.05
September 2024	57.35	45.50
October 2024	53.25	40.85
November 2024	44.90	40.00
December 2024	63.95	40.80
January 2025	52.00	41.65

February 2025	43.95	29.40
March 2025	32.40	28.50

SHAREHOLDING PATTERN AS ON MARCH 31, 2025

Sr. No.	Category			Shareholders	No of shares held	Percentage of holding
1.	Promoter and Promoter Group			3	32,57,597	60.81
2.	Institutions Domestic			0	-	-
3.	Institutions Foreign			0	-	-
4.	Directors and their relatives			-	-	-
5.	KMP			-	-	-
6.	Individual shareholders holding Capital up to 2 lakhs	nominal	shares	799	13,23,600	24.71
7.	Individual Shareholders holding Capital in excess of 2 Lakhs	nominal	Shares	4	4,48,750	8.38
8.	NRI			6	9600	0.18
9.	Bodies corporate			9	1,68,696	3.15
10.	Any other			47	1,48,550	2.77
	100.00			868	53,56,793	100.00

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual
Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.

Sr. No.	Particulars	No. of Complaints
1	Number of Complaints of Sexual Harassment received during the FY	0
2	Number of Complaints disposed-off during the FY	0
3	Number of Cases pending at the end of FY for more than Ninety days	0

32. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERIALITY BENEFIT ACT, 1961:

Company is in Compliance with provisions relating to the Materiality Benefit Act, 1961 during the Year under review i.e.
FY 2024-25.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNING AND OUTGO

a. Conversation of Energy

i. Steps taken or impact on conservation of energy: Nil

ii. Steps taken for utilising alternate sources of energy: Nil

iii. Capital Investment on Energy Conservation Equipment: Nil

b. Technology Absorption

a) Efforts made towards technology absorption: Nil

b) Benefits derived like product improvement, cost reduction, product development or import substitution: Nil

c) Information regarding technology imported, during the last 3 years: Nil

d) Expenditure incurred on Research and Development: Nil

c. Foreign Exchange Earnings and Outgo

a) The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during
the year in terms of actual outflows

Particulars	2024-25	2023-24
Total Foreign Exchange earned	NIL	NIL
Total Foreign Exchange Outgo	NIL	NIL

34. PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the particulars of employees are attached as ''Annexure C'' forming part of this Report.

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in the Annexure forming part of this Report. In terms of the proviso to Section 136
of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid.

35. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven year. Therefore, there were no
funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

36. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of
India on the Board Meetings and General Meeting.

37. DISCLOSERS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year along with their status as at the end of the financial year.

38. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THERE OF

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

39. ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere appreciation for excellent support received from the Banks and
financial institutions during the financial year under review. Your directors also express their warm appreciation to all
employees for their contribution to your Company’s performance and for their superior levels of competence, dedication
and commitment to the growth of the Company. The Directors are also grateful to you, the Shareholders, for the
confidence you continue to repose in the Company.

Registered Office: By Order of the Board of Directors of

Unit No. 116/117/118, 1st Floor, Keshav, Falcon Technoprojects India Limited

Vasudev Sky High, Kanakiya Road, Beverly Park,

Mira Road (East), Thane - 401107.

Sd/- Sd/-

Date: August 30, 2025 Bharat Shreekishan Parihar Pradeep Ganapayya Shetti

Place: Thane Managing Director Director

DIN:06945020 DIN:07050625

---

Mar 31, 2024

Your directors have pleasure in presenting the Annual Report of the company, together with the Audited Accounts for the Financial year ended 31st March 2024.

1. FINANCIAL RESULTS:

The Company''s financial performance, for the year ended 31st March 2024.

Particulars	Standalone
	F.Y. 2023-2024 (Amount in INR lakh.)	F.Y. 2022-2023 (Amount in INR Lkh.)
Total Revenue	1,144.32	1,653.50
Total Expenses	991.18	1,524.58
Profit/(Loss) Before Tax	155.96	132.00
Profit/(Loss) After T ax	86.77	89.73
EPS	2.92	2.68

2. COMPANY''S PERFORMANCE:

Standalone: Our company has made a profit after tax in FY 2023-24 of INR 86.77 Lakhs as compare INR 89.73 Lakhs for the previous year. The Performance of the Company has declined as compared to the previous year.

During the Financial year the company''s total revenue was INR 1,144.32 Lakhs. The Board of Director are making continuous efforts for achieving even better position of company.

There has been no change in the business of the Company during the financial year ended March 31, 2024.

3. DIVIDEND:

The Board of Directors of your company has not declared any Dividend for the current financial year.

4. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

5. STATE OF AFFAIRS:

There has been no change in the business of the Company during the financial year 31^st March, 2024.

6. INITIAL PUBLIC OFFER AND LISTING:

The Company successfully completed its Initial Public Offer (IPO) of 14,88,000 equity shares of face value of Rs.10/- each for cash at a price of Rs 92/- per equity share (including share premium of Rs.82 /- per equity share) aggregating to 1,368.96 Lakhs ("the offer") on June 26, 2024. The offer was open to the public from June 19, 2024 and closed on June 21, 2024. The equity shares of the Company were listed on National Stock Exchange of India Limited Emerge ("NSE Emerge") effective from June 26, 2024. M/s KFin Technologies Limited is the Registrar and Share Transfer Agent of the Company

7. CHANGES IN THE CAPITAL STRUCTURE:

Authorized Share Capital:

During the financial year under review, the authorized share capital of the Company is INR 10,00,00,000/-

As on March 31,2024 the authorized share capital of the Company is INR 10,00,00,000/- comprising of 1,00,00,000/- Equity Shares of INR 10/- each.

Issued, Subscribed, Paid-up Share Capital:

During the year under review, the Company has issued and allotted 28, 50,000 equity shares as Bonus Issue & 5,18,793 equity shares as Preferential Allotment.

As on March 31, 2024 the Paid-up share capital of the Company is INR 38,68,793/- comprising of 38,68,7930/- Equity Shares of INR 10/- each.

8. WEB LINK OF ANNUAL RETURN, IF ANY:

Web link for Annual Return of Company is: https://www.falcongroupindia.com/

9. SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES:

Your company is not having any subsidiary, associate or joint venture. Further during the financial year under review, no company has become or ceased to be subsidiary, joint venture or associate of the company.

10. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION:

The provisions of Section 134(3) (m) of the Companies Act, 2013 does not apply to our company.

11. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company, had no dealings in foreign exchange as mentioned below

Expenditure/ Income incurred/earned in Foreign

NIL

12. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of the annual accounts for the year ended 31st March, 2024 the applicable Indian accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) The Directors have selected such accounting policies and applied them consistently and made 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 31st March, 2024 and of the profit of the Company for the year endedon that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a ''going concern'' basis.

e) The Company being unlisted, sub clause (e) of section 134(5) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.

13. DIRECTORS:

The Board of Directors (the Board), an apex body formed, provides and evaluates the strategic directions of the Company; formulates and reviews management policies and ensure their effectiveness.

The Board represents an optimum mix of professionalism, knowledge and experience. The Company has benefited from the professional expertise of the Directors.

The details of each member of the Board along with the number of Directorship(s), and their shareholding in the company are provided herein below:

Composition and Directorship(s) as on 31st March, 2024
Name	Date of	DIN/PA	Sharehold
	Joining	N	ing
Mr. Bharat Shreekishan Parihar	09/09/2014	06945020	25,20,378
Mrs. Sheetal Bharat Parihar	05/02/2018	07410285	5,21,945
Mr. Sumitkumar Hareshbhai Patel	08/04/2023	10105361	0
Mrs. Priyanka K Gola	08/04/2023	09384530	0
Mr. Swapnil Sandeep Navale	08/04/2023	07152189	0

a) Appointment and Re-appointment During the year under review:

• Mr. Swapnil Navale (DIN: 07152189), was appointed as the NonExecutive Director of the Company w.e.f April 08, 2023. The appointment was approved by Members at their Extra Ordinary General Meeting held on April 24, 2023.

• Mr. Bharat Parihar (DIN: 06945020) was appointed as a Managing Director of the Company w.e.f April 21, 2023.

• Mr. Sumitkumar Patel (DIN: 10105361), Mrs. Priyanka Gola (DIN: 09384530), were appointed as Independent director as on April 08, 2023.

• Appointment of Mr. Sumitkumar Patel (DIN: 10105361), Mr. Priyanka Gola (DIN: 09384530), was approved by the Members at their Extra Ordinary General Meeting held on April 24, 2023.

• Change in Designation of Mrs. Sheetal Parihar (DIN: 07410285) was approved by the Members at their Extra Ordinary General Meeting held on April 24, 2023.

b) Key Managerial Personnel ("KMP") during the financial year ended March

31, 2024

The following persons were acting as Key Managerial Personnel of the

Company in compliance with the provisions of Section 203 of the Companies

Act, 2013:

• Mr. Sandeep Dinkar Navale - Chief Financial Officer

• Ms. Dipti Girishchandra Sharma - Company Secretary & Compliance officer

Mr. Sandeep Dinkar Navale was appointed as Chief Financial Officer and Ms.

Dipti Girishchandra Sharma was appointed as Company Secretary &

Compliance officer w.e.f April 21, 2023

14. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS:

Declaration from Independent Directors All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. 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 of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

15. BOARD''S COMMENT ON THE AUDITORS'' REPORT:

The Auditor''s report is self-explanatory and do not call for any further comment. There were no observations/ qualifications made by the Auditors in the Audit Report.

16. MEETINGS OF BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss business plan and strategies. Notice of Board meeting is given well in advance to all the Directors.

During the financial year ended 31^st March 2024 the following were the dates on which Board Meetings were held:

S. No.	Date of Board Meetings	Total Strength of the Board	No. of Directors Present
1	01/04/2023	2	2
2	08/04/2023	2	2
3	10/04/2023	5	5
4	21/04/2023	5	5
5	25/04/2023	5	5
6	06/05/2023	5	5
7	15/06/2023	5	5
8	24/07/2023	5	5
9	28/07/2023	5	5

10	25/08/2023	5	5
11	02/09/2023	5	5
12	20/09/2023	5	5
13	21/09/2023	5	5
14	30/09/2023	5	5
15	21/11/2023	5	5
16	01/12/2023	5	5
17	23/12/2023	5	5
18	11/03/2024	5	5
19	12/03/2024	5	5

The maximum interval between any two meetings was well within the maximum allowed gap of 120 Days.

During the financial year four (4) Extra ordinary general meeting (EOGM) were held in the company on April 24,2023, May 29,2023, September 25, 2023 and October 23, 2023 and Annual General Meeting was held on September 16, 2023.

AUDIT COMMITTEE, NOMINATION & REMUNERATION COMMITTEE, STAKEHOLDERS RELATIONSHIP COMMITTEE AND CSR COMMITTEE

(i) AUDIT COMMITTEE In terms of Section 177 of the Companies Act, 2013, the Board has constituted an Audit Committee on April 25, 2023. The constitution of Audit Committee is as follows:

Name of the Director	Designation
Mr. Priyanka K Gola	Chairman
Mr.Sumitkumar Hareshbhai Patel	Member
Mrs.Bharat Shreekishan Parihar	Member

All the recommendations made by the Audit Committee were accepted by the Board. The Company Secretary of the Company acts as the secretary to the Audit Committee.

During the financial year under review, 4 (Four) meetings were held by the Audit Committee viz, 06^th May 2023, 04^th August 203, 01^st December 2023 and 12^th March, 2024. Further, the intervening gap between the Meetings was within the period prescribed under the Act.

(ii) NOMINATION AND REMUNERATION COMMITTEE AND VIGIL MECHANISM

The provisions of Section 178 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014 are applicable to

the Company. Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company.

The composition of the NRC Committee and the details of meetings attended by its members are given below:

Name	Designation
Ms.Priyanka K Gola	Chairman
Mr.Sumitkumar Hareshbhai Patel	Member
Mr.Swapnil Sandeep Navale	Member

The Stakeholders'' Relationship Committee was constituted by way of a Board resolution April 25, 2023.

During the financial year under review, two (2) meetings were held by the Nomination and Remuneration Committee viz, 02^nd September, 2023, and 12th March, 2024. Further, the intervening gap between the Meetings was within the period prescribed under the Act.

(iii) Stakeholders'' Relationship Committee

Name	Designation
Ms.Priyanka K Gola	Chairman
Mr.Sumitkumar Hareshbhai Patel	Member
Mr.Swapnil Sandeep Navale	Member

The Stakeholders'' Relationship Committee was constituted by way of a Board resolution April 25, 2023.

During the financial year under review, one (1) meeting was held by the Stakeholder''s Relationship Committee viz, 12^th March 2024. Further, the intervening gap between the Meetings was within the period prescribed under the Act

17. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Based on the profitability criteria for the year, Corporate Social responsibility requirements under section 135 of the Companies Act, 2013 are applicable to the Company for the year under review.

The company is seeking and planning to incorporate the CSR initiatives to address the requirements of Section 135 for financial year 2023-24.

18. CORPORATE GOVERNANCE:

As per Regulation 15 read with Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance Disclosure does not apply to your Company listed on the SME platform. Hence, your Company is not required to make disclosures in Corporate Governance Report.

19. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD & OF INDIVIDUAL DIRECTORS:

The Board of Directors have evaluated the performance of all Directors. The Board deliberated on various evaluation attributes for all directors and after due deliberations made an objective assessment and evaluated that all the directors in the Board have adequate expertise drawn from diverse industries and business and bring specific competencies relevant to the Company''s business and operations. The Board found that the performance of all the Directors was quite satisfactory.

The Board evaluated its performance as a whole and was satisfied with its performance and composition of Directors.

20. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals Impacting the going concern status and Company''s operations in future.

21. DETAILS IN RESPECT OF FRAUDS REPORTING U/S 143(12) BY AUDITOR:

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013.

22. RELATED PARTY TRANSACTION- SECTION 188:

All contracts or arrangements or transactions with related parties during the year under review as referred to in Section 188(1) of the Companies Act, 2013, were in the ordinary course of business and on arms'' length basis. Details of such material contracts/ arrangement/ transactions with related parties which may have potential conflict with the interest of the Company. Hence details of such transactions has been disclosed in terms of Section 134 of the Act in AOC-2 which is forming part of board''s report as an Annexure-II

As per the provisions of Section 188 of the Companies Act, 2013, approval of the Board of Directors is obtained for entering into related party transactions by the Company.

During the financial year under review, all the Related party transactions are disclosed in the notes provided in the financial statements which forms part of this Annual Report.

23. ALTERATION IN THE OBJECT CLAUSE IN MOA:

During the Financial Year the Company has not altered the object clause of the Memorandum of the Association of the Company.

24. ALTERATION IN THE NAME CLAUSE IN MOA:

During the financial year under review the Company has changed its name from Falcon Technoprojects India Private Limited to Falcon Technoprojects India Limited and all the compliances related to it had been done by the company.

25. CHANGE IN REGISTERED OFFICE OF THE COMPANY:

The Company during the year has not changed its registered office.

26. EXTRACT OF ANNUAL RETURN IN MGT-9:

The extracts of Annual Return [MGT-9] pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 has been placed on the website of the company and can be accessed www.falcongroupindia.com

27. COST RECORDS MAINTENANCE:

The Board declares that provisions of section 148(1) of the Companies Act, 2013 is not applicable on the Company.

28. APPLICABILITY OF SECRETARIAL STANDARDS ISSUED BY ICSI:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013 in true letter and spirit.

29. STAUTORY AUDITOR OF THE COMPANY:

M/s JPMK and Company, Chartered Accountants (Firm Registration No. 124193W), were appointed as the Statutory Auditors of the Company at the 6th Annual General Meeting held in 2020, to hold office until the conclusion of the Annual General Meeting to be held in the financial year 2024-25.

During the review period, M/s JPMK and Company, Chartered Accountants, resigned as Statutory Auditors of the Company, citing preoccupation and internal restructuring changes that prevented them from dedicating sufficient time to the affairs of Falcon Technoprojects India Limited. Accordingly, their term will conclude at the 10th Annual General Meeting, in compliance with the provisions of the Companies Act, 2013.

The Board of Directors, on the recommendation of the Audit Committee, proposes the appointment of M/s NGST & Associates, Chartered Accountants (Firm Registration No. 135159W), as the new Statutory Auditors of the Company for a term of five years. Subject to the approval of the Members at the 10th Annual General Meeting, M/s NGST & Associates will hold office from the conclusion of the said meeting until the conclusion of the 15th Annual General Meeting to be held in the financial year 2028-29, subject to ratification of the appointment by the Members at every subsequent Annual General Meeting.

The Audit Committee has carefully considered and recommended the appointment of M/s NGST & Associates, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company. The Board of Directors has accepted this recommendation and now seeks the approval of the Members for their appointment.

A resolution proposing the appointment of M/s NGST & Associates, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company is included in the Notice of the 10th Annual General Meeting. The Board recommends their appointment for the approval of the Members.

30. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requirement to obtain the Secretarial Audit Report for the Financial Year 2023-24 is not applicable to your company.

31. COST AUDIT:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and Rule 4 of the Companies (Cost Records and Audit) Rules 2014, the requirement to obtain the Cost Audit Report for the Financial Year 2023-24 is not applicable to your company.

32. INTERNAL AUDITORS:

The provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is not applicable for the Financial Year 2023-24.

33. PARTICULARS OF LOANS AND INVESTMENTS:

The company has complied with the provisions of Section 186 of the Companies Act, 2013. Details of the same are part of the financial statements.

34. BORROWINGS:

During the period, the Company has taken loan, the details of the same is part of the financial statements.

35. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The integrated framework adopted by the company, which is based on the applicable on guidance on internal financial control, is adequate and effective. The systems and procedures adopted by the company ensures the orderly and efficient conduct of its business and adherence to the company''s policies, prevention and detection of frauds and errors, accuracy and completeness of records and timely preparation of reliable financial information.

36. RISK MANAGEMENT POLICY:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment, and statutory compliance.

37. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company is committed to provide a safe and conducive work environment to its employees. The Company adopted Prevention of Sexual Harassment at Workplace Policy.

Your director''s further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

38. DEPOSITS:

The Company has not accepted deposits during the year under review and same is part of Financial Statement.

39. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, your Company encourages the employees to voice their genuine concerns without fear of censure, therefore company''s ultimate holding company has built in and set up the Vigil Mechanism Policy applicable to your Company, according to which all the directors, employees of your Company including third party, are eligible to make disclosures under the mechanism in relation to the matter concerning your Company.

40. INSIDER TRADING REGULATIONS:

During the year under review, requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 was not applicable to the Company.

However, post-listing of the equity shares of the Company at NSE SME EMERGE Platform, based on the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for the prohibition of insider trading, as approved by the Board is implemented by the Company. The Company, also, adopts the concept of trading window closure, to prevent its directors, officers, designated employees, their relatives from trading in the securities of the Company at the time when there is unpublished price sensitive information. The Board has appointed Ms. Dipti Girishchandra Sharma, Company Secretary, as the Compliance Officer under the code.

41. TRANSFER TO RESERVE:

The Company has reported a profit of Rs. 86.77 Lakhs, which has been transferred to the Reserves and Surplus. Additionally, an amount of Rs. 425.41 Lakhs has been

transferred to the Securities Premium Account, representing the premium received on the issue of shares.

42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 of SEBI Listing Regulations, a separate section on Management Discussion and Analysis, Business Responsibility and Sustainability Report and Corporate Governance Report together with a certificate from a Practicing Company Secretary confirming compliance with the Regulations relating to Corporate Governance of SEBI Listing Regulations are set out and form part of this Annual Report. Annexure-I

43. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE,

2016:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

44. DIFFERENCE IN VALUATION:

The company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

45. GENERAL

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;

• Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

• Annual Report and other compliances on Corporate Social Responsibility;

• There is no revision in the Board Report or Financial Statement;

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future;

• Information on subsidiary, associate and joint venture companies.

• Pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016;

• Instance of one-time settlement with any bank or financial institution;

• Fraud reported by Statutory Auditors; and

• Change of nature of business.

46. ANNEXURE

a) Declaration regarding compliance by Board Members and Senior Management Personnel with company''s code of conduct is attached as Annexure III

b) Board confirmation on Independent Director is attached as Annexure IV

c) Details relating to Remuneration of Directors and Key Managerial Personnel (KMP) as required under Section 197(12) of the Companies Act, 2013 is attached as Annexure V

47. ACKNOWLEDGMENT

Your company takes this opportunity to thank all the Shareholders and investors of the company for their continued support. Your directors wish to place on record their appreciation for the co-operation and support received from employees, staff and other people associated with the company and look forward for their continued support.