Directors Report of Sahasra Electronic Solutions Ltd.

Mar 31, 2025

The Board of Directors is pleased to present the Third Annual Report along with the audited financial statements for the
financial year ended March 31, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

1.1 Highlights of the Financial Results are as follows:

('' in Lakhs)

Particulars	2024-25 (For the period ended 31/03/2025)	2023-24 (For the period ended 31/03/2024)
Revenue from Operations	8682.67	10,115.28
Other Income	407.46	163.50
Total Income	9090.13	10,278.78
Operating expenses	7056.48	6196.66
Other expenses	654.41	391.16
Operating Profit	1379.24	3690.96
Depreciation	123.98	220.59
Finance cost	132.32	67.36
Profit Before Tax	1122.93	3403.01
Tax Expenses	293.24	78.80
Profit for the year	829.68	3324.22
Earnings per Equity Share of '' 10/- each: Basic & Diluted	3.78	17.57

1.2 Overview of performance

The financial year 2024-25 presented challenges,
impacting overall performance. Revenue from
operations declined from '' 10,278.78 Lakhs to
'' 9,090.13 Lakhs, Profit Before Tax stood at '' 1,122.93
Lakhs, compared to '' 3,403.01 Lakhs in the previous
year, while Net Profit decreased to '' 829.68 Lakhs, down
from '' 3,324.15 Lakhs in the prior period.

Earnings Per Share (EPS) declined to '' 3.78, compared
to '' 17.57 in the previous year.

Despite these temporary setbacks, the Company
remains focused on strengthening operational
efficiencies, optimizing costs, and pursuing strategic
growth initiatives. With a solid foundation, prudent
financial management, and emerging opportunities, we
are committed to navigating challenges and driving
sustainable value for investors in the long run.

1.3 Transfer to reserves

The Board of Directors has approved the transfer of
'' 832.21 Lakhs to the General Reserves for the financial

year under review, reinforcing the Company''s
commitment to financial stability and long-term
growth.

1.4 Dividend

To prioritize financial stability and reinvestment
opportunities, the Board of Directors has chosen not
to recommend a dividend for the financial year ended
March 31, 2025.

2. STATE OF THE COMPANY''S AFFAIRS

i. The Company is engaged in the business of
Manufacturing PCB assemblies, Electrical or
Electronic box, USBs (Mini/Micro, Storage Devices),
Energy Meters with or without enclosures, LED
Lights (Panel Light, Street Light, Down Light, Flash
Light, Tail Light), LED Electronic Lighting
assemblies, Components / Parts with or without
Metal / Plastic fixtures, LED Drivers, Design Services
of IC Chip/Packages (Component/ Substrates/
PCBs) and manufacture of Semiconductors
(including packaging) & related electronic parts,

Wire Harness, Plastic Injection Moulding, Box
Builds, IT Hardware i.e., Motherboard, Server,
Desktop, Laptop, Tablets. SSDs, USBs, RAMs,
Desktops, Mother Boards, Laptops, Tablets, Data
Servers etc.

ii. During the financial year 2024-25, the Board of
Directors, in their meeting held on April 9, 2024,
and the shareholders, in their meeting on May 13,
2024, approved an amendment to Clause 3(a) of
the Memorandum of Association, modifying the
sequence of the Company''s existing objects.

iii. During the financial year 2024-25, the Board of
Directors, in their meeting held on April 9, 2024,
and the shareholders, in their meeting on May 13,
2024, approved the amendment of the Articles of
Association, adopted Table-F, and approved
modifications to clauses 9, 13, 19, 21, 23, 36, 50,
60, 83, and 92

iv. The Company has strategically acquired a 72.70%
stake in Sahasra Semiconductors Private Limited,
reinforcing its commitment to innovation and
growth in the semiconductor sector.

v. During the financial year 2024-25, the Company
appointed M/s Hem Securities Limited as Merchant
Banker, M/s Bigshare Services Private Limited as
Registrar to the Issue, and Mindspright Legal as

Legal Advisors for the Company''s Initial Public
Offering (IPO), ensuring expert guidance and
regulatory compliance.

vi. INITIAL PUBLIC OFFER

The Company successfully completed its Initial
Public Offer (IPO) of 65,78,000 equity shares of face
value of '' 10/- each for cash at a price of '' 283/-
per equity share (including share premium of '' 273/
- per equity share) aggregating to '' 18,615.74 Lakhs
("public offer") comprising of a fresh issue of upto
60,78,000 equity shares aggregating to '' 17,200.74
lakhs, on 4^th October, 2024.

The offer was open to the public from 26^th
September, 2024 and closed on 30^th September,
2024 and received overwhelming response. The
Anchor Investors Bid/Offer period was one Working
Day prior to the Bid/Offer Opening Date i.e. on
25^th September, 2024.

The allotment for Sahasra Electronic Solutions
Limited IPO was finalized on 1^st October, 2024.

The equity shares of the Company were listed on
National Stock Exchange of India Limited Emerge
("NSE Emerge") effective from 4^th October, 2024.
Bigshare Services Private Limited is the Registrar
and Share Transfer Agent of the Company.

vii. segment-wise position of business and its operations;

Sr. No.	Geographical Segments	2024-25	202324
1	Domestic Market (Within India)	3938.72	1672.21
2	Overseas Market (Outside India)	4743.95	8443.06
Total		8682.67	10115.27

viii. On January 30, 2025, the Company successfully
commissioned its state-of-the-art EMS facility in
Bhiwadi, Rajasthan. Spanning approximately 15,000
sqm of production space, this advanced facility is
equipped with cutting-edge technology and
scalable capacities to meet the growing demands
of India''s dynamic EMS sector, reinforcing the
Company''s commitment to innovation and industry
leadership.

ix. In January 2025, our Company, Sahasra Electronic
Solutions Limited, received official recognition for
its in-house R&D Unit from the Ministry of Science
and Technology—Department of Scientific and
Industrial Research, reinforcing our commitment
to innovation and technological advancement.

x. During the financial year 2024-25, Sahasra
Electronic Solutions Limited and InnoCare
Optoelectronics Corp., Taiwan, entered into a
strategic partnership by signing a Memorandum
of Understanding (MoU) for the manufacturing and
servicing of Flat Panel Detectors (FPDs) used in X-
ray equipment. This collaboration strengthens
technological capabilities and enhances industry
innovation.

This MoU is a move towards growing Indo-
Taiwanese alliances and combines the expertise
and strengths of both companies to drive
technological advancements and cater to both
global and Indian markets. It further lays emphasis
on the commitment of both the organisations,

rightly supported by the governments, to aid in
shaping the future of electronics through shared
innovation, excellence, and a vision for sustainable
industry growth. Programs like Make in India &
other incentives underscore the importance of the
governmental support for the private players to
grow and flourish.

xi. During the financial year, the Company invested
16.08 crore in capital expenditure for its Bhiwadi
unit, significantly enhancing production
capabilities. The newly acquired machines
incorporate advanced technology, ensuring lower
power consumption and improved energy
efficiency, reinforcing the Company''s commitment
to sustainable and efficient operations.

xii. During the year under review the Company with
its group company Sahasra Electronics Private
Limited had signed Settlement Agreement of
Mediation of the disputes before the Ld. Delhi High
Court Legal Services Authority with M/s APVM
Electronics Private Limited to mutually settle the
matter and the Learned Mediator had passed an
Award on 20^th February, 2025 in terms of the said
mediation proceedings, following which, the
parties have executed the Settlement Agreement
on 20^th February, 2025.

3. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change
in the nature of business operations of the Company
or its subsidiary, ensuring continuity and stability in our
core activities.

4. GENERAL INFORMATION

Overview of the industry and important changes in
the industry during the last year;

India''s Electronics System Design & Manufacturing
(ESDM) sector stands among the fastest-growing
industries, showcasing remarkable expansion.
Recognized globally for its vast consumption potential,
the sector has sustained consistent growth, reinforcing
its strategic importance in the country''s economic
landscape, the sector is projected to reach USD 300
billion by FY 2027.

India''s electronics sector has set an ambitious target,
aiming for a manufacturing output of (USD 500
billion) by 2030, necessitating a fivefold increase in
production. This expansion is projected to generate 12
million jobs by 2027, further strengthening the
industry''s contribution to employment.

In terms of exports, India recorded USD 29.11 billion in
FY24, reflecting an impressive growth from USD 23.57
billion in FY23. As one of the largest consumer
electronics markets in the Asia-Pacific region, India
boasts a rich talent pool for electronic chip design and
embedded software development. The country remains
committed to achieving USD 300 billion in electronics
manufacturing, including USD 120 billion in exports,
by 2025-26.

In furtherance of industry growth, the Government of
India has taken initiatives such as ''Digital India'' and
''Make in India'', alongside progressive policies like
favourable FDI regulations, which have significantly
streamlined the establishment of manufacturing units.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. As of March 31, 2025, the Company''s Board of Directors & Key Managerial Personnel comprised as follows:

S. No.	Name	DIN/ Membership No.	Designation
1.	Mr. Amrit Lal Manwani	00920206	Chairman & Managing Director
2.	Mr. Varun Manwani	00921735	Non-Executive Director
3.	Mrs. Arunima Manwani	06996141	Executive Director
4.	Mrs. Abhilasha Gaur	07607862	Non-executive, IndependentDirector
5.	Mr. Pradeep Kumar	00505518	Non-executive, IndependentDirector
6.	Mr. Udayan Mukerji	03636654	Non-executive, IndependentDirector
7.	Ms. Neha Tahir	A46571	Company Secretary & Compliance Officer
8.	Mr. Maneesh Tiwari	N.A.	Chief Financial Officer

b. All the directors of the Company have confirmed
that they satisfy the criteria as prescribed under
the applicable regulations and that they are not
disqualified from being appointed as directors in
terms of Section 164(2) of the Companies Act, 2013.

c. At the Board of Directors meeting held on April 9,
2024, the designation of Mr. Amrit Lal Manwani
(DIN: 00920206) was changed from Managing
Director to Chairman & Managing Director.

d. At the Board of Directors meeting held on April 9,
2024, the designation of Ms. Neha Tahir
(Membership No. A46571) was changed from
Company Secretary to Company Secretary &
Compliance Officer.

e. Mr. Udayan Mukerji (DIN: 03636654) was appointed
as an Independent Director at the Board of
Directors meeting held on May 10, 2024, and
subsequently approved at the shareholders''
meeting on May 13, 2024.

f. Mr. Varun Manwani (DIN:00921735), Director is
retiring by rotation at the ensuing 3^rd Annual
General Meeting of the Company, being eligible
seeks re-appointment and had given his consent
to act as Director of the Company.

6. DECLARATION BY INDEPENDENT DIRECTORS AND

STATEMENT ON COMPLIANCE OF CODE OF

CONDUCT

a. The Company has received the necessary
declaration from each Independent Director in
accordance with Section 149(7) of the Companies
Act and that he/she meets the criteria of
independence as laid out in Section 149(6) of the
Act.

b. In the opinion of the Board, there has been no
change in the circumstances which may affect their
status as Independent Directors of the Company
and the Board is satisfied of the integrity, expertise,
and experience (including proficiency in terms of
Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors on the
Board. Further in terms of Section 150 read with
Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended,
Independent Directors of the Company have

included their names in the data bank of
Independent Directors maintained with the Indian
Institute of Corporate Affairs.

7. SHARE CAPITAL

During the period under report, the Company
successfully completed its Initial Public Offer (IPO) of
65,78,000 equity shares of face value of '' 10/- each for
cash at a price of '' 283/- per equity share (including
share premium of '' 273/- per equity share) aggregating
to '' 18,615.74 Lakhs ("the offer") comprising of a fresh
issue of upto 60,78,000 equity shares aggregating to
'' 17,200.74 lakhs and an offer for sale of upto 5,00,000
equity shares by the selling shareholder ("Offer For
Sale") aggregating to '' 1,415.00 lakhs on 4^th October,
2024 in accordance with Companies Act, 2013 as
follows:

change in the authorised, issued, subscribed and
paid-up share capital;

The details of share capital of the Company for the
period ended on 31^st March, 2024 mentioned below:

Particulars	Amount
Authorised Capital	'' 25,00,00,000
Issued Capital	'' 18,91,47,630
Subscribed Capital	'' 18,91,47,630

The details of share capital of the Company for the
period ended on 31^st March, 2025 mentioned below:

Particular	Amount
Authorised	25,00,00,000
Issued	24,99,27,630
Subscribed and paid-up	24,99,27,630

8. WEB LINK OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act, as amended,
annual return in Form MGT-7 is placed on the website
of the Company at www.seslimited.in

9. BOARD MEETINGS

The Board of Directors of the Company met Eighteen
(18) times during the Financial Year 2024-25. The
maximum gap between any two Board Meetings was
less than one Hundred and Twenty days.

S. No.	Date of the Board Meeting
1.	09/04/2024
2.	10/05/2024
3.	23/05/2024
4.	11/06/2024
5.	22/06/2024
6.	25/06/2024
7.	23/08/2024
8.	13/09/2024
9.	19/09/2024
10.	25/09/2024
11.	30/09/2024
12.	01/10/2024
13.	04/10/2024
14.	10/10/2024
15.	19/10/2024
16.	21/11/2024
17.	17/01/2025
18.	14/02/2025

The details of the Board Meetings and attendance of Directors are provided hereunder:

Sr. No.	Name of Directors	DIN	Position	Number of Meetings Held During The Financial Year	Number of Meetings Attended During The Financial Year
1.	Mr. Amrit Lal Manwani	00920206	Chairman & Managing Director	18	18
2.	Mr. Varun Manwani	00921735	Director	18	17
3.	Mrs. Arunima Manwani	06996141	Director	18	18
4.	Mrs. Abhilasha Gaur	07607862	Independent Director	18	15
5.	Mr. Pradeep Kumar	00505518	Independent Director	18	18
6.	Mr. Udayan Mukerji	03636654	Independent Director	18	14

COMMITTEES
AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act,
2013.

During the year under report the Company re-constituted its Audit Committee on 23^rd May, 2024 as per SEBI LODR
Regulations comprising the following members:

Name	Position in the Committee	Designation
Pradeep Kumar	Chairperson	Independent Director
Abhilasha Gaur	Member	Independent Director
Amrit Lal Manwani	Member	Managing Director
Udayan Mukerji	Member	Independent Director

S. No.	Date of the Audit Committee Meeting
1.	09/04/2024
2.	10/05/2024
3.	23/05/2024
4.	11/06/2024
5.	22/06/2024
6.	25/06/2024
7.	18/09/2024
8.	04/10/2024
9.	10/10/2024
10.	19/10/2024
11.	21/11/2024
12.	17/01/2025
13.	14/02/2025

Sr. No.	Name of Directors	DIN	Position	Number of Meetings Held During The Financial Year	Number of Meetings Attended During The Financial Year
1.	Mr. Pradeep Kumar	00505518	Chairperson	13	13
2.	Mrs. Abhilasha Gaur	07607862	Member	13	10
3.	Mr. Amrit Lal Manwani	00920206	Member	13	13
4.	Mr. Udayan Mukerji	03636654	Member	13	9

NOMINATION AND REMUNERATION COMMITTEE

During the year under report on 23^rd May, 2024 the Company re-constituted its Nomination and Remuneration
Committee as per SEBI LODR Regulations comprising the following members:

Name	Position in the Committee	Designation
Udayan Mukerji	Chairman	Independent Director
Abhilasha Gaur	Member	Independent Director
Pradeep Kumar	Member	Independent Director
Varun Manwani	Member	Non-Executive Director

The Policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management
Personnel and other employees has been formulated by the Nomination and Remuneration Committee ("the
Committee") which shall act as a guideline for determining, inter alia, qualifications, positive attributes and
independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance
of the Directors, Key Managerial Personnel, Senior Management and other employees.

During the year ended 31st March, 2023, 4 (Four) meetings of the Nomination & Remuneration Committee was held,
the dates and attendance are as follows:

S. No.	Date of the NRC Committee Meeting
1.	09/04/2024
2.	10/05/2024
3.	23/05/2024
4.	17/01/2025

Sr. No.	Name of Directors	DIN	Position	Number of Meetings Held During The Financial Year	Number of Meetings Attended During The Financial Year
1.	Mr. Udayan Mukerji	03636654	Chairman	4	1
2.	Mrs. Abhilasha Gaur	07607862	Member	4	4
3.	Mr. Pradeep Kumar	00505518	Member	4	4
4.	Mr. Varun Manwani	00921735	Director	4	4

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility as prescribed under Section 135 of the Companies Act, 2013 is
applicable on the Company for the FY 2024-25, therefore the Board of Directors of the Company at their meeting
held on 23^rd May, 2024 constituted Corporate Social Responsibility Committee comprising the following members:

Name	Position in the Committee	Designation
Pradeep Kumar	Chairman	Independent Director
Arunima Manwani	Member	Executive Director
Abhilasha Gaur	Member	Independent Director
Udayan Mukerji	Member	Independent Director

During the year ended 31st March, 2023, 1 (One) meeting of the CSR Committee was held, the dates and attendance
are as follows:

S. No.	Date of the CSR Committee Meeting
1.	17/01/2025

Sr.	Name of Directors	DIN	Position	Number	Number
No.				of Meetings	of Meetings
				Held During	Attended
				The Financial	During The
				Year	Financial Year
1.	Mr. Pradeep Kumar	00505518	Chairman	1	1
2.	Mrs. Arunima Manwani	06996141	Member	1	1
3.	Mrs. Abhilasha Gaur	07607862	Member	1	1
4.	Mr. Udayan Mukerji	03636654	Member	1	1

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board of Directors of the Company at their meeting held on 23^rd May, 2024 constituted Stakeholders Relationship
Committee in accordance with the provisions of Companies Act, 2013 comprising the following members:

Name	Position in the Committee	Designation
Varun Manwani	Chairman	Non-Executive Director
Udayan Mukerji	Member	Independent Director
Amrit Lal Manwani	Member	Chairman & Managing Director

During the year ended 31st March, 2023, 1 (One) meeting of the SRC Committee was held, the dates and attendance
are as follows:

S. No.	Date of the SRC Committee Meeting
1.	17/01/2025

Sr. No.	Name of Directors	DIN	Position	Number of Meetings Held During The Financial Year	Number of Meetings Attended During The Financial Year
1.	Mr. Varun Manwani	00921735	Chairman	1	1
2.	Mr. Udayan Mukerji	03636654	Member	1	1
3.	Mr. Amrit Lal Manwani	00920206	Member	1	1

10. MATERIAL CHANGES AND COMMITMENTS

• The Board of Directors of the Company approved
the investment by acquiring 1980000 Equity Shares
amounting to '' 1,98,00,000/- (Rupees One Crore
Ninety Eight Lacs Only), shareholding rights of
Sahasra Semiconductors Private Limited from Mr.
Amrit Lal Manwani in pursuance of Section 179 (3)
(e) and Section 186 of the Companies Act, 2013 at
their meeting held on 9th April, 2024.

• The Board at their meeting held on 23^rd May, 2024
approved a Loan to be given to Sahasra
Semiconductors Private Limited, an entity covered
under the category of ''a person in whom any of
the director of the company is interested'' as
specified in the explanation to Section 185 (2) (b)
of an aggregate outstanding amount not
exceeding '' 1,85,00,000/- (Rupees One Crore
Eighty Five Lakhs only).

• During the year under review the Company invest
the funds of the Company to acquire 3700000
Equity Shares and the shareholding rights of
Sahasra Semiconductors Private Limited pursuant
to the provisions of Section 179 (3) (e), Section 186
and other applicable provisions of the Companies
Act, 2013 read with rules and regulations made
thereunder, of an aggregate amount '' 3,70,00,000/
- (Rupees Three Crores Seventy Lacs Only)

• The Board allocated the proceeds of the Initial
Public Offering (IPO) under General Corporate
Purposes of '' 2,938.58 Lakhs to:

i. To make investment to Sahasra
Semiconductors Private Limited subsidiary of
the Company upto the amount of '' 18 Cr. for
business purpose.

ii. To make investment to Infopower
Technologies Private Limited one of the group
company upto the amount of '' 6 Cr. for
business purpose.

iii. Balance proceeds to be utilised towards the
general corporate purposes to drive the
business growth.

• Sahasra Semiconductors Private Limited, subsidiary
of the Company has started the LED chip
production in mid-January, 2025

• During the year under review the approval of Board
of Directors accorded to give loan to Sahasra
Semiconductors Private Limited, of an aggregate
outstanding amount not exceeding '' 20,00,00,000/
- (Rupees Twenty Crores only).

11. CODE FOR PROHIBITION OF INSIDER TRADING

Your Company has adopted the Internal Code of
conduct for Regulating, monitoring and reporting of
trades by Designated persons under the Securities and
Exchange Board of India (Prohibition of Insider Trading)
Regulation, 2015 ("Code") for prohibition of insider
trading in the securities of the Sahasra Electronic
Solutions Limited to curb the practice for dealing in
the securities while having Unpublished Price Sensitive
Information ("UPSI") by the Insiders of the Company.

The Code, inter alia, prohibits dealing in securities by
insiders while in possession of unpublished price
sensitive information. The said Code has been
amended, from time to time, to give effect to the
various notifications/circulars of Securities and
Exchange Board of India ("SEBI") with respect to the
SEBI (Prohibition of Insider Trading) Regulations, 2015.

12. COMPANY''S POLICY ON DIRECTORS''
APPOINTMENT AND REMUNERATION

The Company''s policy on directors'' appointment and
remuneration and the criteria for determining
qualifications, positive attributes and independence of
a Director is formulated in terms of Section 178 of the
Companies Act, 2013 ("the Act") read with Part D of
Schedule II of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulation"), as amended
from time to time.

Salient Features of the policy:

a. To formulate the criteria for determining
qualifications, competencies, positive attributes

and independence for recommendation of
appointment of a director (executive/
nonexecutive/ independent) to the Board; and

b. To specify the manner for effective evaluation of
performance of Board, its Committees, Individual
Directors, to be carried out either by the Board,
the Committee, or by an Independent external
agency and review its implementation and
compliance.

c. To recommend policy relating to the remuneration
of the Directors, KMP and other employees to the
Board of Directors of the Company ("Board").

During the period under review there is no change in

the policy.

The said policy is available on the website of the

company at available at https://www.seslimited.in/
company-policies.html

13. SEPARATE MEETING OF INDEPENDENT DIRECTORS
& ANNUAL EVALUATION OF THE PERFORMANCE
OF THE BOARD, ITS COMMITTEES & OF INDIVIDUAL
DIRECTORS

The separate meeting of Independent Directors was
held on 24^th March, 2025 to review the performance of
Non-Independent Directors and the Board as a whole,
to review the performance of the Chairman and to
assess the quality, quantity and timeliness of flow of
information between the company management and
the Board and its members that is necessary for the
Board to effectively and reasonably perform their
duties.

S. No. Date of the Meeting	Directors Attended	Designation
1. 24th March, 2025	Mrs. Abhilasha Gaur	Independent Director
	Mr. Pradeep Kumar	Independent Director
	Mr. Udayan Mukerji	Independent Director

The Board of Directors have evaluated the performance
of all directors and evaluated that all the directors in
the Board and committees 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.

14. REMUNERATION OF DIRECTORS AND EMPLOYEES
OF LISTED COMPANIES

The information required pursuant to Section 197 read
with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Amendment
Rules, 2016 in respect of employees of the Company,
is enclosed as Annexure-1 and forms an integral part
of this report.

15. DIRECTOR''S RESPONSIBILITY STATEMENT

The Directors would like to inform the Members that
the Audited Accounts for the financial year ended
March 31, 2025, are in full conformity with the
requirement of the Companies Act, 2013.

The Financial Accounts are audited by the Statutory
Auditors, M/s PKMB & Co. (ICAI Firm Registration No.
005311N).

Pursuant to Section 134(3)(c) & 134(5) of the
Companies Act, 2013, the Board of Directors of the

Company hereby confirm that: The Directors further

confirm that: -

a) In the preparation of the annual accounts for the
year ended March 31, 2025 the applicable
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 March 31,
2025 and of the profit of the Company for the year
ended on 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 had laid down internal financial
controls to be followed by the company and that
such internal financial controls are adequate and
operating effectively.

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

16. INTERNAL FINANCIAL CONTROLS

The Company has in place internal financial control
policy and adequate internal financial controls
commensurate with nature and size of the business
activity and with reference to the financial statements.
The controls comprise of policies and procedures for
ensuring orderly and efficient conduct of the Company''s
business, including adherence to its policies, the
safeguarding of its assets, the prevention and detection
of frauds and errors, the accuracy and completeness
of the accounting records and the timely preparation
of reliable financial information.

Sahasra Electronic Solutions Limited has established a
robust internal control system aligned with the size and
nature of its business operations. The system is
designed to foster a strong culture of accountability
and compliance, ensuring that all personnel understand
its significance and actively participate in its
implementation.

The management is committed to upholding high
ethical and integrity standards among staff, reinforcing
a disciplined approach to governance and operational
efficiency. The Company has laid down comprehensive
policies and procedures to facilitate the orderly and
efficient conduct of its business, including:

• Adherence to corporate policies and regulatory
frameworks

• Safeguarding of assets to prevent unauthorised use
or misappropriation

• Prevention and detection of frauds and errors
through proactive monitoring

• Accuracy and completeness of accounting records
to maintain financial transparency

• Timely preparation of reliable financial information
for strategic decision-making

The adopted system provides reasonable assurance in
achieving key objectives related to operations, financial
reporting, and regulatory compliance, ensuring
sustainable growth and operational excellence.

17. DETAILS IN RESPECT OF FRAUD

The Auditor''s Report does not contain any information
in relation to fraud.

18. DETAILS OF SUBSIDIARY, JOINT VENTURE OR
ASSOCIATE COMPANIES

As on March 31, 2025, Company has Sahasra •
Semiconductors Private Limited as subsidiary of the
Company, therefore pursuant to first proviso to sub¬
section (3) of section 129 read with rule 5 of Companies
(Accounts) Rules, 2014 Form AOC-1 is attached as
Annexure-2.

19. DETAILS OF DEPOSITS

Duing the year under review, the Company has not
invited or accepted any deposits from the public/
shareholders of the Company pursuant to the
provisions of Sections 73 and 76 of the Act read with
Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, no amount on account of principal or
interest on deposits from public/ shareholders of the
Company was outstanding as on March 31, 2025.

20. LOANS, GUARANTEES AND INVESTMENTS IN
SECURITIES

Details of Loans, Guarantees and Investments covered
under the provisions of Section 185 and Section 186 of
the Companies Act, 2013 are given in the Note No. 40
to the Financial Statements.

21. CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES

Related party transactions, if any, that were entered
into during the period ended March 31, 2025, were on
an arm''s length basis and were in the ordinary course
of business. There are no materially significant related
party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential
conflict with the interest of the Company at large.

The disclosure of transactions with related parties for
the financial year, as per Indian Accounting Standard
24 Related Party Disclosures is given in Note no. 54 to
the Balance Sheet as on March 31, 2025 and Form No.
AOC-2 pursuant to clause (h) of sub-section (3) of
Section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014 attached as Annexure-3.

22. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility as
prescribed under Section 135 of the Companies Act,
2013 is applicable on the Company for the FY 2024-25,
therefore the Board of Directors of the Company at
their meeting held on 23^rd May, 2024 has approved the
CSR policy and constituted Corporate Social

Responsibility Committee comprising the following members:

Name	Position in the Committee	Designation
Pradeep Kumar	Chairman	Independent Director
Arunima Manwani	Member	Executive Director
Abhilasha Gaur	Member	Independent Director
Udayan Mukerji	Member	Independent Director

At SAHASRA ELECTRONIC SOLUTIONS LIMITED ("the
Company"), we are constantly aware of our role in
society, as that of a mentor and a builder of the lives of
the children of our society, and therefore, its future.
We endeavour to evolve our relationship with all our
stakeholders for the common good, and validate our
commitment in this regard by adopting appropriate
business processes and strategies.

The provisions related to CSR Policy is incorporated
under Section 135 of Companies Act, 2013 ("the Act")
read with Schedule VII to the Act and the Companies
(Corporate Social Responsibility Policy) Rules, 2014
("the Rules") and further amendments thereto.

It outlines the Company''s philosophy and responsibility
as a good and responsible corporate of India and lays
down the guidelines and mechanism for undertaking
socially useful programmes for welfare & sustainable
development of the community in and around its area
of operations and other parts of the country.

This policy shall apply to all CSR initiatives & activities
taken up by the Company at the various locations in
India, for the benefit of different segments of the society
at large, specifically the deprived and underprivileged.

The annual report on CSR activities is enclosed as
Annexure-4 to the Board''s report, which forms part of
this Integrated Annual Report.

Weblink of CSR Policy: https://www.seslimited.in/
company-policies.html

!3. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
& OUTGO

Conservation of Energy, Technology Absorption

Conservation of energy is of utmost significance to the
Company. Every effort is made to ensure optimum use
of energy by using energy- efficient machines,
computers, processes and other office equipment.
Constant efforts are made through regular/ preventive
maintenance and upkeep of existing electrical
equipment to minimize breakdowns and loss of energy.

The Company is continuously making efforts for
induction of innovative technologies and techniques

required for the business activities.

• Steps taken by company for utilizing alternate
sources of energy:

- The Company is planning to install solar panels
at our Bhiwadi unit.

- The Company is procuring advanced
technology machines designed for higher
efficiency and lower power consumption,
optimizing operational performance while
reducing environmental impact.

• Capital investment on energy conservation
equipment''s: NIL

a. Foreign Exchange earnings and Outgo

('' in Lakhs)

Earnings	Amount
FOB Value of Sale of Products	4679.38
Outgo
Value of imports calculated on CIF basis (Raw materials)	6235.86
(Capital Goods)	1646.70
Foreign Travel	1.26
Commission	52.71
Bank Charges	3.40
Repair Maint P&M	3.80

24. RISK MANAGEMENT POLICY

The Company has laid down the procedure to inform
the Board about the risk assessment and minimization
procedures. These procedures are reviewed by the
Board annually to ensure that there is timely
identification and assessment of risks, measures to
mitigate them, and mechanisms for their proper and
timely monitoring and reporting.

The Company does not fall under the ambit of the top
1000 listed entities, determined on the basis of market
capitalization as at the end of the immediately
preceding financial year. Hence, compliance under
Regulation 21 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is not
applicable.

25. ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to the provisions of section 177(9) of the
Companies Act, 2013 read with Rule 7 (2) of the
Companies (Meeting of Board and it powers) Rules,
2014, the Company established Vigil Mechanism for
directors and employees through audit committee to
report concerns about unethical behavior, actual or
suspected fraud or violation of the Code of Conduct.
It also provides for adequate safeguards against
victimization of directors /employees who avail of the
Mechanism.

Weblink: https://www.seslimited.in/company-
policies.html

26. 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.

27. AUDITORS

STATUTORY AUDITORS & AUDITORS REPORT

M/s Kapoor Tandon & Co., Firm Registration Number:
000952C had resigned from the position of statutory
auditors of the company vide letter dated 14th October,
2024 and M/s PKMB & Co. (ICAI Firm Registration
No. 005311N), were appointed as Statutory Auditors
of the Company at the Board Meeting held on 19^th
October, 2024 and at Extra-Ordinary General Meeting
held on 18^th November, 2024 to fill up casual vacancy
caused due to resignation of M/s Kapoor Tandon &
Co., Chartered Accountants, Firm Registration number-
000952, till the conclusion of 3^rd annual general meeting
of the Company on a remuneration as decided and
mutually agreed between the Board of Directors and
the Statutory Auditors.

The Board of Directors of the Company on the
recommendation of the Audit Committee, proposed
to appoint M/s PKMB & Co. (ICAI Firm Registration
No. 005311N), as the Statutory Auditors of the
Company for a period of five years from the conclusion
of ensuing AGM till the conclusion of the 8^th AGM.

M/s PKMB & Co. (ICAI Firm Registration No.
005311N) have given their consent to act as the
Auditors of the Company and have confirmed that the
said appointment, if made, will be in accordance with
the conditions prescribed under Sections 139 and 141
of the Act.

Hence, the Notice convening the ensuing 3^rd AGM

contains a resolution of appointment of Statutory

Auditors. •

•

Explanation or comments by the Board on •
qualification, reservations or adverse remarks or
disclaimer

The Audit Report on the Financial Statements of the
Company for the financial year ended 31^st March, 2025
read with relevant notes thereon are self-explanatory
and there are no adverse remarks in the Audit Report
issued by the Statutory Auditors of the Company.

SECRETARIAL AUDITORS & AUDITORS'' REPORT

M/s Saurabh Agrawal & Co. have been appointed as
the secretarial auditors for the FY 2024-25.

Further, the Board of Directors at their meeting held
on 20^th May, 2025 appointed M/s Saurabh Agrawal &
Co., a Practicing Company secretary, New Delhi bearing
C.P. No. 4868 as Secretarial Auditors of the Company
for a period of 5 years commencing from the
financial year 2025-26 to 2029-30 in pursuance to
the provisions of the Section 204 of the Companies
Act, 2013 and Regulation 24A of the Listing Regulations
subject to the approval of shareholders in upcoming
3^rd annual general meeting.

The Secretarial Auditors'' Report for F.Y. 2024-25 does
not contain any qualification, reservation, or adverse
remark.

The Secretarial Auditors'' Report is enclosed as
Annexure-5 to the Board''s report, which forms part of
this Integrated Annual Report.

28. COMPLIANCE WITH SECRETARIAL STANDARD

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

29. STATEMENT ON DECLARATION FROM
INDEPENDENT DIRECTORS

All Independent Directors of the Company have given
declaration under Section 149 (7) of the Act, that they
meet the criteria laid down in Section 149 (6) of the
Act.

30. CORPORATE GOVERNANCE

The Company has adopted best corporate practices and
is committed to conducting its business in accordance
with the applicable laws, rules and regulations. The

Company''s Corporate Governance practices are driven
by effective and strong Board oversight, timely
disclosures, transparent accounting policies and high
level of Integrity in decision making.

Your Company is committed to achieving and adhering
to the highest standards of Corporate Governance.
However, the provisions of Corporate Governance are
not applicable to the Company pursuant to Regulation
read with Regulation 15(2)(b) of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

However, your Company undertakes that when the
above said provision is applicable to the Company the
same will be duly complied with in the period of 6
months.

31. PROCEEDINGS PENDING UNDER THE INSOLVENCY
AND BANKCRUPTCY CODE,2016

No application has been made or any proceeding is
pending under the IBC, 2016.

32. 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.

33. (a) a statement, wherever applicable, that the

consolidated financial statement is also being
presented in addition to the standalone financial
statement of the company.-yes

(a) key initiatives with respect to Stakeholder
relationship, Customer relationship, Environment,
Sustainability, Health and Safety. nil

(b) reasons for delay, if any, in holding the annual
general meeting; N.A.

34. COST AUDIT/ COST RECORD

As per the Cost Audit Orders and in terms of the
provisions of Section 148 and all other applicable
provisions of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014, Cost Audit
is not applicable to our Company.

However, in accordance with the provisions of Section
148(1) of the Act, read with the Companies (Cost

Records and Audit) Rules, 2014, the Company has
maintained cost records.

35. ADDITIONAL DISCLOSURES UNDER LISTING
REGULATIONS

Statement of deviation or variation

There is no major deviation in objects for which funds
raised from IPO. However, the deviation is in the capex
allocated to the subsidiary company to the extent of
'' 2.85 crore.

The Company has transferred allocated amount of
'' 22.92 crores to subsidiary, however, subsidiary
company has utilised '' 2.85 crore in normal business
expenses because all the normal business transactions
and capex transactions are routed through single bank
account by the subsidiary.

The Company will ensure that shortfall/ over utilisation
will be utilised/restored in coming next quarters.

36. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis as required
in terms of the Listing Regulations is annexed to the
report as Annexure-6 and is incorporated herein by
reference and forms an integral part of this report.

37. PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE ["POSH"]

Our Company has always believed in providing a safe
and harassment free workplace for every individual
working in the Company premises. Company always
endeavours to create and provide an environment that
is free from any discrimination and harassment.

The policy on prevention of sexual harassment at
workplace aims at prevention of harassment of
employees {whether permanent, temporary, ad-hoc,
consultants, interns or contract workers irrespective of
gender} and lays down the guidelines for identification,
reporting and prevention of undesired behaviour. The
Company has duly constituted internal complaints
committee as per the said Act.

Internal Complaints Committee (ICC) of the Company
was constituted to handle and redress complaints on
sexual harassment, comprising the following members:

S. No.	Name	Position
1.	Mrs. Arunima Manwani	Member-Presiding Officer
2.	Mrs. Neha Tahir	Member-Employee
3.	Mrs. Shobha Kotnala	Member-Employee
4.	Mrs. Lakshmi Bidhuri	External Member, person familiar with the issues relating to sexual harassment

During the financial year ended March 31, 2025, there were nil complaints recorded pertaining to sexual harassment.

38. ACKNOWLEDGEMENT

Your directors place on the record their appreciation of the Contribution made by employees, consultants at all
levels, who with their competence, diligence, solidarity, co-operation and support have enabled the Company to
achieve the desired results.

For and on behalf of the Board of Directors
Sahasra Electronic Solutions Limited

Amrit Lal Manwani Varun Manwani

Chairman & Managing Director Director

DIN: 00920206 DIN: 00921735

Dated: 20/05/2025 Address: 33, Pocket 1, Jasola Address: 33, Pocket 1, Jasola

Place: Noida South Delhi, Delhi-110025 South Delhi, Delhi-110025

---

Mar 31, 2024

Your Directors are pleased to present the Company’s 2^nd Annual Report and audited financial statements for the year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

The highlights of the Financial Results are as follows:

Particulars	2023-24 (For the period ended 31/03/2024) Rs. in Lakhs	2022-23 (For the period ended 31/03/2023) Rs. in Lakhs
Revenue from Operations	10.115.27	1043.10
Other Income	163.52	20.81
Total Income	10,278.79	1063.91
Operating expenses	6196.65	756.46
Other expenses	351.23	40.0!
Operating Profit	3730.91	267.44
Depreciation	220.08	10.64
Finance cost	107.88	8.57
Profit Before Tax	3402.95	248,23
Tax Expenses	78.80	17.72
Profit for the year	3324.15	230.51
Earnings per Equity Share ot Rs. 10/- each: Basic & Diluted	18.41	12.48

2. OVERVIFW OF PERFORMANCE

Your Company''s performance during the year under report has overall improved. During the financial year 2023-24, the revenue from operations of the Company increased from 1043.10 Lakhs to 10,1 15.27 Lakhs. The Profit before Tax increased to 3402.95 Lakhs in comparison to Rs. 248.23 Lakhs in previous Year. The Profit for the year increased to Rs. 3324.15 Lakhs with that of Rs.230.51 in previous year.

The Earnings per Share was Rs. 18.41.

i. The Company is engaged in the business of Manufacturing PCB assemblies, Electrical or Electronic box, USBs (Mini/Micro, Storage Devices), Energy Meters with or without enclosures, LED Lights (Panel Light, Street Light, Down Light, Flash Light, Tail Light), LED Electronic Lighting assemblies. Components / Parts with or without Metal / Plastic fixtures, LLD Drivers, Design Services of IC Chip/Packages (Component/ Substrates/PCBs) and manufacture of Semiconductors (including packaging) & related electronic parts. Wire Harness, Plastic Injection Moulding, Box Builds, IT Hardware i.e„ Motherboard, Server, Desktop, Laptop, Tablets. SSDs, USBs. RAMs, Desktops, Mother Boards, Laptops, Tablets, Data Servers etc.

ii. During the year under review the Company has altered its Memorandum of Association and Articles of Association by adding Manufacturing of SSDs, USBs. RAMs, Desktops, Mother Boards, Laptops, Tablets. Data Servers etc. in its main objects, which was approved by Board of Directors at their meeting held on 12^,h January, 2024 and shareholders at their meeting held on 20^lh January, 2024.

iii. During the period under review the Company has altered its Memorandum of Association and Articles of Association, which was approved by Board of Directors at their meeting held on 9^lh April, 2024 and shareholders at their meeting held on 13^lh May, 2024.

iv. During the period the Company has appointed M/s Hem Securities Limited as Merchant Banker for Initial Public Offer of the Company.

v. During the period the Company has appointed Bigshare Services Private Limited, as Registrar to the Issue for conducting the entire Initial Public Issue process.

vi. During the period the Company has appointed Mindspright Legal, as Legal Advisors to the Issue for forthcoming initial public issue of the Company.

4. SHARE CAPITAL

During the period under report, your Company has issued Equity shares under Private Placement in accordance with Companies Act, 2013 as follows:

On 16^th February, 2024 the Company allotted 680591 and on 29¹''¹ February, 2024 the Company allotted 264672 fully paid up Equity Shares of Rs. 10 each at a premium of Rs. 192 and on under private placement pursuant to the provisions of Section 23 and Section 42 read with section 42 read with Section 62(1 )(c) and any other applicable provisions of the Companies Act, 2013 read with Companies (Prospectus and Allotment of Securities) Rules, 2014 and Companies (Share Capital and Debentures) Rules, 2014.

The details of share capital of the Company for the period ended on 31^s! March, 2024 mentioned below:

Particulars	Amount
Authorised Capital	Rs. 25.00.00.000
Issued Capital	Rs. 18,91,47,630
Subscribed Capital	Rs. 18.91,47,630

5. WEB LINK OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act, as amended, annual return in Form MGT-7 is placed on the website of the Company at www.scsl imitc.i in

6. TRANSFER TO RICSERVE S

The Board of Directors of your company has decided to transfer amount of Rs. 3324.15/- Lakhs to the General Reserves for the financial year under review.

7. DIVIDEND

The Board of Directors, after taking into account the Financial Results of the Company, declared interim Dividend to its Shareholders at Rs.6.5 per share of face value Rs. 10 each aggregating to Rs. 11.68,01,750/-in accordance with the provisions of Companies Act, 2013.

8. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions are entered on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013.

I here are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential contlict with the interest of the Company at large.

The disclosure ol transactions with related parties tor the financial year, as per Accounting Standard -18 Related Party Disclosures is given in Note no. 26G to the Balance Sheet as on March 31,2024 and Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 ofthe Act and Rule 8(2) ofthe Companies (Accounts) Rules, 2014 attached as Annexure-I.

9. COMPLIANCE WITH SECRETARIAL STANDARD

I he Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings ofthe 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.

10. LOANS, GUARANTEES AND INVESTMENTS IN SECERITIES

Details of Loans, Guarantees and Investments covered under the provisions of Section 185 and Section 186 of the Companies Act, 2013 are given in the Note No. 26 J to the Financial Statements.

11. NUMBER OF BOARD MEETINGS HELD

The Board of Directors of the Company met Eighteen (18) times during the Financial Year 202324. The maximum gap between any two Board Meetings was less than one Hundred and Twenty days.

The meetings were held on the following dates:

S. No.	Date of the Board Meeting
1.	01/04/2023
2.	26/04/2023

3.	16/06/2023
4.	19/06/2023
5.	29/06/2023
6.	01/07/2023
7.	08/07/2023
8.	13/07/2023
9.	17/07/2023
10.	11/08/2023
II.	18/09/2023
11A.	20/12/2023
12.	08/12/2023
13.	12/01/2024
14.	29/01/2024
15.	02/02/2024
16.	16/02/2024
17. | 29/02/2024

I he details of the Board Meetings and attendance of Directors are provided hereunder:

Sr. No.	Name of Directors	DIN	Position	Number of Meetings Held During The Financial Year	Number of Meetings Attended During The Financial Year
1.	Mr. Amrit Lai Manwani	00920206	Managing Director	18	18
2.	Mr. Varun Manwani	00921735	Director	18	18
3.	Mrs. Arunima Manwani	06996141	Director	18	16
4.	Mrs. Abhilasha Gaur	07607862	Independent Director	18	9
5.	Mr. Pradeep Kumar	00505518	Independent Director	18	9

12. DETAILS IN RESPECT OF FRAUD

The Auditor''s Report does not contain any information in relation to fraud.

>³- CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

A. Conservation of Energy, Technology Absorption

Conservation of energy is of utmost significance to the Company. Every effort is made to ensure optimum use of energy by using energy- efficient computers, processes and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities.

• Steps taken by company for utilizing alternate sources of energy: NIL

* Capital investment on energy conservation equipment’s: NIL B. Foreign Exchange earnings and Outgo (Rs. in Lakhs)

Earnings
FOB Value of Sale of Products	8441.83
Outgo
Value of imports calculated on C1F basis (Raw materials)	4988.87
(Capital Goods)	391.50
Foreign Travel	0.70
Commission	102.20
Bank Charges	3.50

14. 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 major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, financial, human, environment and statutory compliance.

15. STATUTORY AUDITORS AND AUDITORS’ REPORT :i

M/s. Jain Pramod Jain & Co., Chartered Accountants (ICAI Firm Registration No. 016746 N), were appointed as Statutory Auditors of the Company at the Board Meeting held on 18^th September, 2023 and at Annual General Meeting held on 16^,h October. 2024 for a period of Five years to hold office from the conclusion ot the first Annual General Meeting till the conclusion of sixth annual general meeting of the Company on a remuneration as decided and mutually agreed between the Board of Directors and the Statutory Auditors.

The Statutory Auditors had given a confirmation to the effect that they are eligible to be appointed and that they have not been disqualified in any manner from being appointed as Statutory Auditors.

During the month of December, 2023 M/s. Jain Pramod Jain & Co., Chartered Accountants (ICAI Firm Registration No. 016746 N) has been merged with M/s. P K GAUR & ASSOCIATES ((ICAI Firm Registration No. 00531 IN). The name of M/s. P K GAUR & ASSOCIATES ((ICAI Firm Registration No. 00531 IN) has been changed to M/s PKMB & Co. (ICAI Firm Registration No. 00531 IN) in the month of December, 2023.

The Company took note of it and appoint M/s PKMB & Co. (ICAI Firm Registration No. 005311N) as the Statutory Auditor of the Company w.e.f. 20^th December, 2023 in pursuance of merger of M/s. Jain Pramod Jain & Co., Chartered Accountants (ICAI Firm Registration No. 016746 N)

On 25^,h April. 2024 M/s. PKMB & Co. (ICAI Firm Registration No. 00531 IN) has resigned from the position of Statutory Auditors of the Company with immediate effect due to their professional preoccupations.

The Board of Directors have appointed M/s Kapoor Tandon & Co. (ICAI Firm Registration No. 000952C) in accordance with their eligibility and consent letter at their meeting held on 10^,!l May, 2024 and shareholders at their meeting held on 13^th May, 2024 to fill Casual Vacancy of Statutory Auditor.

Explanation or comments hy the Board on qualification, reservations or adverse remarks or disclaimer

The Audit Report on the f inancial Statements of the Company for the financial year ended 31^st March, 2024 read with relevant notes thereon are self-explanatory.

There are no adverse remarks in the Audit Report issued by the Statutory Auditors of the Company.

16. MATERIAL CHANGES AND COMMITMENTS

The Company has invested monies to acquire shareholding rights of Sahasra Semiconductors Private Limited in accordance with the provisions of the Companies Act, 2013. The Board of Directors of the Company approved the investment by acquiring shareholding rights of Sahasra Semiconductors Private Limited from Sahasra Electronics Private Limited and Mr. Amrit Lai Manwani in pursuance of Section 179 (3) (e) and Section 186 of the Companies Act, 2013 at their meeting held on 29^,h February, 2024 and 9^th April. 2024 respectively.

As on l''¹ May, 2024 Sahasra Semiconductors Private Limited become the subsidiary of the Company.

17. I. DIRECTORS AND CHANGE IN DIRECTORSHIP

L On March 31, 2024, your Company had 5 Directors as follows:

i.	Mr. Amrit Lai Manwani	(DIN:00920206)
ii.	Mr. Varun Manwani	(D1N.-0092I735)
iii.	Mrs. Arunima Manwani	(DIN: 06996141)
iv.	Mrs. Abhilasha Gaur	(DIN:07607862)
V.	Mr. Pradeep Kumar	(DIN:00505518)

2. 7 he designation Mr. Amrit Lai Manwani (00920206) was changed from Director to Managing Director at the meeting of Board of Directors of the Company held on 19^th June, 2023 and at the meeting of shareholders of the Company held on 26^lh June, 2023.

3. Mrs. Abhilasha Gaur (DIN: 07607862), was appointed on 17^,h July, 2023 as an additional, NonExecutive- Independent Director.

4. Mr. Pradeep Kumar (DIN: 00505518), was appointed on 17^th July, 2023 as an additional, NonExecutive- Independent Director.

5. On I6^Ih October, 2023 the appointment of Mrs. Abhilasha Gaur (DIN: 07607862) was regularised at the 1^st AGM of the Company.

6. On 16^th October, 2023 the appointment of Mr. Pradeep Kumar (DIN: 00505518) was regularised at the 1^st AGM of the Company.

7. The designation of Mrs. Arunima Manwani (DIN: 0699614!) was changed from NonExecutive Promoter Director to Executive Promoter Director at the meeting of Board of Directors of the Company held on 12^lh January, 2024.

8. The designation Mr. Amrit Lai Mamvani (00920206) was changed from Managing Director to Chairman & Managing Director at the meeting of Board of Directors of the Company held on 9^th April, 2024.

9. Mr. Udayan Mukerji (DIN: 03636654) has been appointed as an Independent Director at the meeting of Board of Directors of the Company held on 10^lh May, 2024 and at the meeting of shareholders of the Company held on 13^lh May, 2024.

H. KEY MANAGERIAL PERSONNEL

I. Mrs. Neha Tahir (A46571) has been appointed as Company Secretary of (he Company at the meeting of Board of Directors held on I^s! July, 2023.

2. Mr. Maneesh Tiwari (PAN: AGOPT5665J) has been appointed as Chief Financial Officer of the Company at the meeting of Board of Directors held on I^s'' July, 2023.

3, I he designation of Mrs. Neha Tahir (A4657I) has been changed from Company Secretary to Company Secretary & Compliance Officer of the Company at the meeting of Board of Directors of the Company held on 9’¹'' April, 2024.

18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS ASP 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.

19. INTERNAL FINANCIAL CONTROLS

The Company has in place internal financial control policy and adequate internal financial controls commensurate with nature and size of the business activity and with reference to the financial statements. The controls comprise of policies and procedures for ensuring orderly and efficient conduct of the Company’s business, including adherence to its policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

20. AUDIT COMMITTEE

During the year under report the Company constituted its Audit Committee comprising the following members:

S.No,	Name	Designation
1,	Pradeep Kumar	Independent Director, Chairman of Audit Committee
2.	Amrit Lai Manwani	Managing Director, Member of Audit Committee
J.	Abhilasha Gaur	Independent Director. Member of Audit Committee

On 23^[d May, 2024 the Company re-constituted its Audit Committee as per SHBI LODR Regulations comprising the following members:

Name	Position in the Committee	Designation
Pradeep Kumar	Chairperson	Independent Director
Abhilasha Gaur	Member	Independent Director
Amrit Lai Manwani	Member	Managing Director
Udayan Mukerji	Member	Independent Director

21. NOMINATION AND REMUNERATION COMMITTEE

During the year under report the Company constituted its Nomination and Remuneration Committee comprising the following members:

S.No.	Name	Designation
1.	Abhilasha Gaur	Independent Director, Chairman of Nomination and Remuneration Committee
2.	Varun Manwani	Director, Member of Nomination and Remuneration Committee
	Pradeep Kumar	Independent Director, Member of Nomination and Remuneration Committee

On 23^rd May, 2024 the Company re-constituted its Nomination and Remuneration Committee as per SEBI L.ODR Regulations comprising the following members:

Name	Position in the Committee	Designation
Udayan Mukerji	Chairman	Independent Director
Abhilasha Gaur	Member	Independent Director
Pradeep Kumar	Member	Independent Director
Varun Manwani	Member	Non-Executive Director

22. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility as prescribed under Section 135 of the Companies Act, 2013 is not applicable on the Company for the FY 2023-24.

For the FY 2024-25 the CSR provisions will be applicable on the Company, therefore the Board of Directors of the Company at their meeting held on 23^rd May, 2024 constituted Corporate Social Responsibility Committee comprising the following members:

Name	Position in the Committee	Designation
Pradeep Kumar	Chairman	Independent Director
Arunima Manwani	Member	Executive Director
Abhilasha Gaur	Member	Independent Director
Udayan Mukerji	Member	Independent Director

23. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board of Directors of the Company at their meeting held on 23^rd May, 2024 constituted Stakeholders Relationship Committee comprising the following members:

Name	Position in the Committee	Designation
Varun Manwani	Chairman	Non-Executive Director
Udayan Mukerji	Member	independent Director
Amrit Lai Manwani	Member	Managing Director

24. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE |“POSH"l

Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavours to create and provide an environment that is free from any discrimination and harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees {whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender} and lays down the guidelines for identification, reporting and prevention of undesired behaviour. The Company has duly constituted internal complaints committee as per the said Act.

1 he Board of Directors of the Company at their meeting held on 12^>h January, 2024, re-constituted Internal Complaints Committee (ICC) to handle and redress complaints on sexual harassment, comprising the following members:

S.No.	Name	Position
1.	Mrs. Arunima Manwani	Member-Presiding Officer
2.	Mrs. Neha Tahir	Member-Employee
3.	Mrs. Shobha Kotnala	Member-Emplovee
4.	Mrs. Lakshmi Bidhuri	External Member, person familiar with the issues relating to sexual harassment

During the financial year ended March 31, 2024, there were nil complaints recorded pertaining to sexual harassment.

²⁵- DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

As on March jI, 2024, Company does not have any Subsidiary & Joint Venture and Associate Companies at the end of the year.

However, the Company has invested monies to acquire shareholding rights of Sahasra Semiconductors Private Limited in accordance with the provisions of the Companies Act, 2013,

I he Board of Directors of the Company approved the investment by acquiring shareholding rights of Sahasra Semiconductors Private Limited from Sahasra Electronics Private Limited and Mr, Amrit Lai Manwani in pursuance of Section 179 (3) (e) and Section 186 of the Companies Act, 2013 at their meeting held on 29^th February, 2024 and 9’^h April, 2024 respectively.

On I^s’ May, 2024 Sahasra Semiconductors Private Limited become the subsidiary of the Company.

26. DIRECTOR''S RESPONSIBILITY STATEMENT

The Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31, 2024, are in full conformity with the requirement of the Companies Act, 2013.

The Financial Accounts are audited by the Statutory Auditors, M/s Kapoor Tandon & Co. ((1CAI Firm Registration No. 000952C). The Directors further confirm that: -

a) In the preparation of the annual accounts for the year ended March 31, 2024 the applicable 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 arid estimates that are reasonable and prudent so as to give a true and fair view of the state of af fairs of the Company as at March 31,2024 and of the profit of the Company for the year ended on 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(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

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

27. DEPOSITS

The company has not accepted any deposits during the financial year under review.

28. COST RECORD

During the year Cost records under Section 148 (i) of the Companies Act, 2013 are maintained.

29. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declaration under Section 149 (7) of the Act, that they meet the criteria laid down in Section 149 (6) of the Act.

30. ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 (2) of the Companies (Meeting of Board and it powers) Rules, 2014, the Company is required to constitute an audit committee and shall oversee the vigil mechanism through the committee.

The Company is in process of establishing Vigil Mechanism for directors and employees through audit committee to report concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct. It also provides for adequate safeguards against victimization of directors /employees wiio avail of the Mechanism.

31. CORPORATE GOVERNANCE

The Company has adopted best corporate practices and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The Company’s Corporate Governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making.

32. ANNUAL EVALUATION OF THF PERFORMANCE OF THE BOARD. ITS COMMITTEES & OF INDIVIDUAL DIRECTORS

The Board of Directors have evaluated the performance of all directors 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.

33. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE-2016

No application has been made or any proceeding is pending under the IBC, 2016.

34. 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.

ACKNOWLEDGMENT

Your directors place on the record their appreciation of the Contribution made by employees, consultants at all levels, who with their competence, diligence, solidarity, co-operation and support have enabled the Company to achieve the desired results.