Directors Report of Samay Project Services Ltd.

Mar 31, 2025

The Directors are pleased to present the Twenty fourth Annual Report and the Company’s audited accounts for the
financial year ended 31^st March. 2025.

FINANCIAL PERFORMANCE

The Company’s financial performance, for the year ended 31^st March, 2025 is summarized below:

	2024-25	2023-24
	Rs.in lakhs	Rs. In lakhs
Gross Receipts	3,772.17	4,095.30
Total Expenditure	3,199.30	3,472.95
Profit before Tax & Extraordinary items	572.87	622.35
Less/Add: Extraordinary items Income/ (Loss)	—	-
Profit before tax and after extraordinary items	5,72.87	622.35
Less: Current Tax and Prior year Tax	1,48.72	162.89
Deferred Tax Liability / (Asset)	0.91	(5.96)
Profit for the year	423.24	465.42
Add: Opening Balance in P & L A/c	553.03	1,002.16
Less: Appropriation	Nil	Nil
Transferred to General Reserve	Nil	Nil
Proposed Dividend on Equity/Pref Shares	Nil	Nil
Issue of bonus shares	Nil	914.55
Tax on Dividend	Nil	Nil
Closing Balance	976.27	553.03

EPS/ BOOK VALUE:

Earnings per share for the financial year 2024 - 2025 stood at Rs.3.84/- as compared to Rs.4.22 for the financial
year 2023 - 2024. Book value of the share, stood at Rs. 18.85/- as on 31st March 2025 as compared to Rs.15 01/-
as on 31st March 2024.

RESULTS OF OPERATIONS

The financial year 2024-25 was marked by relative stability in raw material prices, particularly steel, which
enabled better cost control and predictability in project execution. The Company successfully leveraged this trend
by strengthening its procurement processes and refining its operational structure. A dedicated and streamlined
operations team ensured effective project delivery across both public and private sector clients, contributing to the
maintenance of healthy operating margins.

The Company recorded a stable Profit After Tax (PAT) margin of approximately 11.2%, despite a marginal decline
in total sales by about 8% YoY. This reflects the Company’s resilience, cost management capabilities and
disciplined project execution.

DIRECTORS'' REPORT

The order backlog as on April 1, 2025, stood at 55 Crores, excluding the new order from West Kenya for a
firefighting projects worth 7.45 crores secured in april,2025. this healthy pipeline ensures, revenue visibility for

Over the past 24 years, samay projects Services Ltd. has consistently built a reputation as a reliable and capable
EPC (Engineering, Procurement & Construction) contractor, delivering projects both in India and abroad

This long- standing industry credibility has translated into a strong and consistent of enquiries and pre- qualifications

The Indian thermal power sector is also witnessing a revival, with Bharat Heavy Electricals Limited (BHEL)
securing orders worth 1,90,000 Crores in the past year, spurred by renewed government focus on power

infrastructure. Given Samay’s close working relationship with BHEL, this is expected to lead to new order wins
for the Company.

FUTURE PROSPECTS AND EXPANSION-

The Company remains optimistic about the future, backed by its strong order book and increasing project

pipeline. Efforts are underway to qualify for and bid on larger infrastructure projects, building on the
Company’s established credentials.

Two strategic sectors have been identified as growth drivers for the next five years:

1. CITY GAS DISTRIBUTION (CGD) PIPELINE CONTRACTING

india''s CGD infrastructure is undergoing a major transformation, with estimated investments of 1.2 to

1.5 lakh Crores expected over the next 7 years. The Petroleum and Natural Gas Regulatory Board

(PNGRB) has authorized over 230 geographical areas (GAs), covering 70% of India’s population and
50% of its area.

Over 90.000 km of steel pipelines and nearly 2 lakh km of MDPE pipelines are anticipated to be laid to
support the CGD network. Samay has already initiated its entry into this segment and expects the first
project order in May 2025. A dedicated team is being mobilized for execution and scaling of this vertical,
he Company projects a revenue potential of 100 Crores from this segment over the next five years.

2. BIOCNG / BIOMETHANE PROJECTS

India''s bioenergy market is poised for rapid growth, driven by programs such as SATAT (Sustainable
Alternative towards Affordable Transportation), GOBARdhan, and National Bioenergy Mission The
government aims to establish 5,000 CBG plants by 2028.

In alignment with these goals, the Company has signed a technology partnership agreement with a
German consultancy specializing in anaerobic digester systems. The Company plans to establish a pilot

DIRECTORS'' REPORT

BioCNG plant in Tamil Nadu, which will serve both as a revenue-generating asset and a demonstration
plant for business development.

These projects will be executed under BOOT, HAM, or EPC models, and Samay will explore various
equity participation structures depending on project size and partners. Over the next five years, the
BioCNG segment is projected to contribute around 100 Crores in revenue.

STRATEGIC LISTING INITIATIVE

To support its growth aspirations and provide the necessary capital for these expansions, the Company
has initiated the process of listing its securities on the NSE Emerge Exchange, the SME platform of the
National Stock Exchange. The Draft Red Herring Prospectus (DRHP) has been approved and the final
RHP is expected to be filed shortly.

This listing will enhance visibility, improve access to institutional investors, and provide financial
headroom for both organic and inorganic growth initiatives.

CONCLUSION

Samay Project Services Ltd. is entering FY 2025-26 with a clear strategic direction, a robust operational
backbone, and a renewed commitment to sustainable infrastructure. The diversification into CGD and
biofuels is not only aligned with national priorities but also opens up high-growth avenues to complement
the Company’s core EPC strength.

the Board remains confident in the management''s ability to execute on this roadmap and deliver long-
term value to all stakeholders.

SHARE CAPITAL:

There was no change in the capital structure of the company during the year under review. No new
capital was issued, subscribed or paid up during the year.

RESERVES AND SURPLUS

No amount was transferred to reserves and surplus during the year under review considering the funds required for
the future projects.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the company as compared to what was being carried out in the
previous years or from what is stipulated in the Memorandum of the Company

INTERNAL FINANCIAL CONTROL SYSTEM

The Board of Directors (Board) has devised systems, policies and procedures/frameworks, which are currently
operational within the Company for ensuring the orderly and efficient conduct of its business which includes
adherence to Company’s prevention and detection of frauds and errors, accuracy and completeness of the
accounting records and timely preparation of reliable financial information. In line with best practices the Board
reviews these internal control systems to ensure they remain effective and are achieving their intended purpose.
Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen
controls. These controls are in turn reviewed at regular intervals.

Based on the information provided, nothing has come to the attention of the Directors to indicate that any material
breakdown in the function of these controls, procedures or systems occurred during the year under review. There
have been no significant changes in the company’s internal financial controls during the year that have materially
affected, or are reasonably likely to materially affect its internal financial controls.

There are inherent limitations to the effectiveness of any system of disclosure, controls and procedures, including
the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly,
even effective disclosure controls and procedures can only provide reasonable assurance of achieving their
objectives. Moreover,, in the design and evaluation of the Company’s disclosure controls and procedures the
management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and

EXTRACT OF ANNUAL RETURN

The detailed disclosures as required under Section 134(3) (a) of the Companies Act, 2013 is provided in Form
MGT -9 as Annexure 1.

MATERIAL CHANGES VIS-A-VIS FINANCIAL POSITION/STATEMENTS

There are no material changes and commitments, if any, affecting the financial position of the company which

ave occurred between the end of the financial year of the company to which the financial statements relate and the
date of this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

During the year your company does not have any Subsidiary or joint venture companies. There were no
subsidiaries in which investments were made by your company during the year under review.

INTER CORPORATE LOANS, GUARANTEES OR INVESTMENTS

There are no inter corporate loans given by your company, there are no corporate guarantees extended by your
company to any other company or individual and there are no investments made by your company in any other
company in this year. There are no such loans, guarantees or investments outstanding as at the end of the year.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered by the Company was in ordinary course of business and were at
arm''s length basis. The Company presents all related party transactions before the Board specifying the nature,
value, and terms and conditions of the transaction. Transactions with related parties are conducted in a transparent
manner keeping the interest of the Company and Stakeholders’ as utmost priority.

Since all the related parly transactions were entered by the Company in ordinary course of business and were at
arm''s length basis, FORM AOC- 2 is not applicable to the Company.

DEPOSITS

During the year under review, the Company did not raise funds which could be classified within the ambit of the
term “Deposits” under Sec.72 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 and Circulars as amended from time to time.

STATUTORY AUDITOR

Pursuant to the provisions of sections 139(9) and 142(1) and other applicable provisions, if any, of the Companies
Act, 2013, read with rules made there under, the Members at their meeting held on 10 th July 2024 have approved
the appointment of M/s Krishaan & Co., (Firm Registration No.001453 S) Chartered Accountants, Chennai as
Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till
the conclusion of the twenty eighth AGM to be held in the year 2029.

DIVIDEND

There is a need to enhance working capital funds due to anticipated increase in business. With a view to meet such
enhanced fund requirement your directors want to conserve available funds and hence are not recommending any
dividend for the year under review.

IDENTIFICATION OF RISKS AND MITIGATION PLANS UNDERTAKEN:

The risks identified were rate/price risk, customer attrition risk, manpower attrition risk, market demand risk, and
collection risks due to growing competition in service sector. Your directors were concentrating on enhancement of
the business and were concentrating on that aspect so that they can cover at least market demand risk and

manpower attrition risk to an extent. Once the order level improves to a considerably reasonable level your
directors will concentrate on mapping other related risks and evolve suitable strategies for overcoming such risks
and will present a comprehensive risk mitigation plan before stake holders in ensuing years.

IMPACT DUE TO REGULATORY AND LEGAL ISSUES

There are no significant and material orders passed against the Company or issues pending against the Company as
on the reporting date which will have an impact on the profitability of the Company, operations of the Company or
its status as a going concern and hence no further disclosures are required under this head.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

the Board of Directors/ key managerial personnel comprise of;

SI. No.	Name	Designation
1	Mr. Anand Rajagopal	Managing Director
2	Mrs.Santhi Karthikevan	Whole Time Director
3	Mr. Narayanan Ananthaseshan	Non-Executive, Independent
4	Mrs. Gowri Ramachandran	Non-Executive, Independent
5	Mr. Vinu	Non-Executive, Independent
6	Mrs. Ramaa Krishnakumar	Company Secretary
7	Mr. Ulaganathan	Chief Financial Officer

No changes have occurred in the constitution of Board, during the year under review. :

BOARD MEETINGS:

The details of Board meetings held during the year and the attendance of directors is provided herewith:

S. No.	Date of meeting	Total No. of Directors on the Date of Meeting	No. of Directors attended	% of Attendance
1	22.04.2024	5	5	100
2	13.06.2024	5	4	80
3	26.06.2024	5	5	100
4	12.08.2023	5	5	100
5	23.09.2024	5	5	100
6	18.11.2024	5	5	100
7	14.03.2025	5	5	100

AGM - 10.07.2024
EGM - 13,08.2024

POLICY RELATING TO DIRECTOR''S APPOINTMENT, REMENU RATION AND DISCHARGE OF THEIR DUTIES

THEIR DUTIES

The provisions of sub section of 178(1) relating to nomination and remuneration committees and stake holders’
relationship committees are not applicable to the company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, with respect to Directors’
Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts, for the year ended 31^st March, 2025, the applicable accounting
standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed along
with Proper explanation and there are no material departures from the same other than those which were clearly
brought about in the notes on accounting policies and notes on account;

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 31 March, 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 Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts of the Company on a going concern basis:

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

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

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from the Independent Directors to the effect that they meet the criteria of
independence as provided in Section 149 of the Act. In the opinion of the Board, the Independent Directors fulfil
tie conditions specified in the Act and are independent of the Management. All the Independent Directors have
given a declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act. They
lave also confirmed compliance with Section 150 of the Act regarding registration with Independence Directors
databank maintained by the Indian Institute of Corporate Affairs. As per the above provisions, every independent
director shall submit a declaration of compliance with sub-rule (1) and sub-rule (2) to the Board each time he/she
submits the declaration required under sub-section (7) of section 149 of the Act. The Company has obtained a
declaration to that effect from the Independent Directors.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 134 of the Companies Act, 2013, read with the Companies (Appointment and

Remuneration Rules, 2014) as amended, the names and other particulars of the employees are set out in Directors
Report.

i) None of employees have received remuneration in excess of Rs. 1,02,00,000/- p.a. during the current financial
year.

ii) None of the employees who were if employed for part of the financial year have received remuneration in
excess of Rs.8, 50,000/- p.m.

iii None of the employees have drawn remuneration in excess of that drawn by Managing Director/Whole Time
Director/Manager who holds by himself or along with his spouse & dependent children not less than 2% of the
equity shares of the Company.

REPLY TO QUALIFICATIONS IN AUDITORS’ REPORT:

There are no qualifications in the audit report. However, Statutory Auditors have brought to notice of the
shareholders about the Contingent liabilities pertaining to Sales tax. During the year, there have been no incidents
of fraud reported to in terms of Section 143(12) of the Act.

COST AUDIT:

The provisions of Cost Audit are not applicable to the Company and hence no such audit was conducted for the
year under review hence no further report is required to be attached with this report of Directors’.

SECRETARIAL AUDIT:

The provisions of Secretarial Audit are not applicable to the Company and hence no such audit was conducted for
the year and hence no such report is attached with this report of Directors’.

DISCLOUSRE—UNDER_THE SEXUAL HARRASHMENT OF WOMEN AT WORK PLACE

(PREVENTION, PROHIBITION, AND REDRESS-AL) ACT. 2013

There are women employees on the pay roles of the Company. The Company has a policy of monitoring, enquiring
and disposal of complaints, if any, received against any discrimination or sexual harassment immediately by a
committee that will be constituted comprising of women director and women employees. The Company has a zero-
tolerance policy against sexual harassment towards women employees at work place. No such complaints are
received during the year under review.

DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM UNDER SECTION 177(9) OF THE
COMPANIES ACT 2013, READ WITH RULE 7 OF COMPANIES (MEETINGS OF BOARD AND ITS
POWERS) RULES 2014:

These provisions are not applicable to your Company and hence no further disclosures are required to be made.

ENERGY CONSERVATION,_TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO:

The particular relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as
required to be disclosed under Sec. 134 of Companies Act, 2013 read with Rule 8 (3) of Companies (Accounts)
Rules, 2014:

(A) Conservation of energy:

(i)	the steps taken or impact on conservation of energy;	The Company did not consume any power other than lighting power during the year Hence the Company has no role to play in taking steps for conservation of energy
(ii)	the steps taken by the company for utilizing alternate sources of energy;	No such steps are required in view of above disclosure.
(iii)	the capital investment on energy conservation equipments;	No such proposal is under consideration.

(B)Technology absorption:

(i)	the efforts made towards technology absorption;	No technology has been imported or acquired and as such absorption of the same does not arise. Only few software was purchased for Engineering purposes.
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	In view of above this is not applicable.
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	In view of above this is not applicable.
(iv)	the expenditure incurred on Research and Development	No such expenditure was incurred and hence no further disclosures.

(C) Foreign exchange earnings and Outgo:

Amount paid : USD 121341; EURO 447.50 (Paid for the Import purchases)

Amount Paid : USD 600/- (Paid for Software Expenses)

Amount Paid : MUR 10,58,279.75/- (Rs. 866250/-) (Paid for Reimbursement of site expenses)

Sales : Nil

TRANSFER OF AMOUNTS TO INVESTORS EDUCATION AND PROTECTION FUND (1EPF):

The Company has no obligation to transfer any funds to IEPF as on 31.03.2025 as no dividends were declared
from the date of its incorporation.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE. 2016:

During the year under review, there were no applications made or proceedings pending in the name of the
company under the Insolvency Bankruptcy Code, 2016.

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 THEREOF:

During the year under review, there were no instances of valuation done in the aforementioned manner and hence
the requirement to furnish the details on the same is not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief outline of the CSR
policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out
in Annexure I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy)
Rules, 2014.

SPECIAL EVENTS (DURING THE FINANCIAL YEAR) WHICH WOULD REQUIRE FURTHER
REPORTING:

There are no special events which have occurred during the reporting period or between reporting period and the
present report date which require special disclosure.

ACKNOWLEDGEMENT

The Directors express their thanks to all the stakeholders. The Directors place their appreciation on record for the
sustained help and assistance rendered by the staff of the Company, the bankers to the company, Governmental
agencies, contractors, suppliers and professionals in shaping the destiny of the company during the year.

Place: Chennai

Date: 03.05.2025 For and on behalf of the Board

Anand Rajagopal
Managing Director
DIN-01039615

---

Mar 31, 2024

The Directors are pleased to present the Twenty Third Annual Report and the Company’s audited accounts for the financial year ended 31^st March, 2024.

FINANCIAL PERFORMANCE

The Company’s financial performance, for the year ended 31^st March, 2024 is summarized below:

			Rs. in ‘00
		2023-24	2022-23
		Rs.	Rs.
	Gross Receipts	40,95,304	20,82,049
	Total Expenditure	34,72,954	17,36,049
	Profit before Tax & Extraordinary items	6,22,349	3,46,000
	Less/Add: Extraordinary items Income/ (Loss)	—	1,11,491
	Profit before tax and after Extraordinary items	6,22,349	4,57,491
	Less: Current Tax	1,62,884	1,13,673
	Deferred Tax Liability / (Asset)	(5,955)	(1,232)
	Profit for the year	4,65,420	3,45,051
	Add: Opening Balance in P & L A/c	10,02,157	6,57,106
	Less: Appropriation	Nil	Nil
	Transferred to General Reserve	Nil	Nil
	Proposed Dividend on Equity/Pref Shares	Nil	Nil
	Issue of bonus shares	9,14,545
	Tax on Dividend	Nil	Nil
	Closing Balance	5,53,032	10,02,157

EPS/BOOK VALUE:

Earnings per share for the financial year 2023- 2024 stood at Rs.4.22/- as compared to Rs.3.13(adjusted earnings per share for the previous year due to issue of bonus share during the year) for the financial year 2022 - 2023. Book value of the share, stood at Rs. 15.01/- as on 31st March 2024 as compared to Rs.388.60/- as on 31st March 2023.

RESULTS OF OPERATIONS

The steady state prices in the steel market with less volatility in the last financial year has helped the company in managing procurement costs better. Similarly, the Company has set up a good organizational structure in operations to manage the day-to-day operations of all projects. The Company has a good mix of both Private and Public Sector projects. All these factors have helped the company maintain the operating margins the last financial year. The company has a good backlog of orders to be executed in the year 2024-25. The good track record over the past 23 years has created a name for the Company as a trustworthy EPC Contractor with strong capability in executing engineering projects in India and Abroad. The Company has developed a strong enquiry stream as a result of the hard work for the past two decades.

FUTURE PROSPECTS AND EXPANSION:

The Company has a good order backlog giving revenue visibility for the FY 2024 -25. The Company is also bidding for larger projects as we are prequalified to bid for bigger infrastructure projects. The Company is executing a FGD project in Ramagundam on a turnkey basis which will enable the company to bid for similar FGD projects in future. As the thermal power projects are facing a downturn due to the big push for renewable energy, the Company is focusing on alternate green EPC segments such as Bio CNG, Green Hydrogen / Ammonia. The Company is tying up with a technology provider for BioCNG to promote EPC projects on a turn key basis in India. The Company is also planning to put up a BioCNG Plant in Tamil Nadu which will not only serve as a model plant for potential customers, but also diversify the revenue streams of the Company and derisk operations once completed.

In light of requirement of further funds for expansion of operations and business of the company, the company has proposal to list it securities in “The SME Exchange (Small and Medium Enterprises exchange)”. The company is dedicated in ensuring a smooth and optimal compliance process to obtain the necessary statutory approvals as required.

SHARE CAPITAL:

As at 31^st March 2024, the authorized share capital of the company was increased to Rs. 16,00,00,000/- divided in to 1,60,00,000 equity shares of Rs.10 each. During the year your company had capitalized its profit by issue bonus shares at the ratio of 1: 35. The number of shares issued and paid up as at 31.03.2024 is Rs. 11,02,93,200/- divided in to 1,10,29,320 equity shares of Rs.10 each.

RESERVES AND SURPLUS

No amount was transferred to reserves and surplus during the year under review considering the funds required for the future projects.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the company as compared to what was being carried out in the previous years or from what is stipulated in the Memorandum of the Company

INTERNAL FINANCIAL CONTROL SYSTEM

The Board of Directors (Board) has devised systems, policies and procedures/frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business which includes adherence to Company’s prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are in turn reviewed at regular intervals.

Based on the information provided, nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review. There have been no significant changes in the company’s internal financial controls durjjig_the year that have materially affected, or are reasonably likely to materially affect its internal financial

There-are inherent limitations to the effectiveness of any system of disclosure, controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their objectives. Moreover, in the design and evaluation of the Company''s disclosure controls and procedures, the management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

EXTRACT OF ANNUAL RETURN

The detailed disclosures as required under Section 134(3) (a) of the Companies Act, 2013 is provided in Form MGT -9 as Annexure 1.

MATERIAL CHANGES VIS-A-VIS FINANCIAL POSITION/STATEMENTS

There are no material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

During the year your company does not have any Subsidiary or joint venture companies. There were no subsidiaries in which investments were made by your company during the year under review.

INTER CORPORATE LOANS, GUARANTEES OR INVESTMENTS

There are no inter corporate loans given by your company, there are no corporate guarantees extended by your company to any other company or individual and there are no investments made by your company in any other company in this year. There are no such loans, guarantees or investments outstanding as at the end of the year.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered by the Company was in ordinary course of business and were at arm''s length basis. The Company presents all related party transactions before the Board specifying the nature, value, and terms and conditions of the transaction. Transactions with related parties are conducted in a transparent manner keeping the interest of the Company and Stakeholders'' as utmost priority.

Since all the related party transactions were entered by the Company in ordinary course of business and were at arm''s length basis, FORM AOC- 2 is not applicable to the Company.

DEPOSITS

During the year under review; the Company did not raise funds which could be classified within the ambit of the term “Deposits” under Sec.72 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and Circulars as amended from time to time. But the company had received funds from directors and the same are continuing during this year also. The amount payable to directors as at the end of the year is Rs.29,12,817 /- These amounts received are not classified as deposits and are exempt from the corresponding provisions of the Act.

STATUTORY AUDITOR

Pursuant to the provisions of sections 139(9) and 142(1) and other applicable provisions, if any, of the Companies Act, 2013, read with rules made there under, the retiring auditors M/s Krishaan & Co., (Firm Registration No.001453 S) Chartered Accountants, Chennai, who have been appointed in the causal vacancy till the conclusion of this annual general meeting being eligible for appointment are proposed to be appointed as Statutory Auditors for a period of Five years from the this Annual General meeting till the end of 28th Annual General meeting to be held in the year 2029 subject to ratification of the appointment in every year in the Annual General meeting of that year.

DIVIDEND

There is a need to enhance working capital funds due to anticipated increase in business. With a view to meet such enhanced fund requirement your directors want to conserve available funds and hence are not recommending any dividend for the year under review.

IDENTIFICATION OF RISKS AND MITIGATION PLANS UNDERTAKEN:

The risks identified were rate/price risk, customer attrition risk, manpower attrition risk, market demand risk, and collection risks due to growing competition in service sector. Your directors were concentrating on enhancement of the business and were concentrating on that aspect so that they can cover at least market demand risk and manpower attrition risk to an extent. Once the order level improves to a considerably reasonable level your directors will concentrate on mapping other related risks and evolve suitable strategies for overcoming such risks and will present a comprehensive risk mitigation plan before stake holders in ensuing years.

IMPACT DUE TO REGULATORY AND LEGAL ISSUES

There are no significant and material orders passed against the Company or issues pending against the Company as on the reporting date which will have an impact on the profitability of the Company, operations of the Company or its status as a going concern and hence no further disclosures are required under this head.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors/ key managerial personnel comprise of;

SI. No.	Name	Designation
1	Mr. Anand Rajagopal	Managing Director (appointed as Managing Director w.e.f 06.01.2024)
2	Mrs.Santhi Karthikeyan	Whole Time Director (appointed as Whole Time Director w.e.f 06.01.2024)
3	Mr. Narayanan Ananthaseshan	Non-Executive, Independent (appointed as on 06.01.2024)
4	Mrs. Gowri Ramachandran	Non-Executive, Independent (appointed as on 06.01.2024)
5	Mr. Vinu	Non-Executive, Independent (appointed as on 06.01.2024)
6	Mrs. Ramaa Krishnakumar	Company Secretary (appointed as on 20,11.2023)
7	Mr. Ulaganathan	Chief Financial Officer (appointed as on 22.12.2023)

.-The Following Changes are occurred in the constitution of the Board of Directors of the Company during the financial year 2023-24 but before the date of this report:

Mr. Anand Rajagopal was appointed as Managing Director at the EGM of the Company held on 6th January 2024.

Mrs. Santhi Karthikeyan was appointed as Whole Time Director at the EGM of the Company held on 6th January 2024.

Mr. Narayanan Ananthaseshan was appointed as Non-Executive Independent Director at the EGM of the Company held on 6th January 2024.

Mrs, Gowri Ramachandran was appointed as Non-Executive Independent Director at the EGM of the Company held on 6th January 2024.

Mr. Vinu was appointed as Non-Executive Independent Director at the EGM of the Company held on 6th January 2024.

BOARD MEETINGS:

The details of Board meetings held during the year and the attendance of directors is provided herewith:

S. No. Date of meeting Total No. of No. of Directors attended % of

Directors on the Date Attendance

___of Meeting___

1 14.06.2023 2 2 100

~2 30.06.2023 2 2 100

~3 30.08.2023 2 2 100

~4 09.10.2023 2 2 100

T~ 16.11.2023 2 2 100 ~~~

~6 04.12.2023 2 2 100

~7 22.12.2023 2 2 100

19.01.2024 5 ~ 5 100

~9 10.02.2024 5 ~5 100

POLICY RELATING TO DIRECTORS APPOINTMENT, REMENURATION AND DISCHARGE OF THEIR DUTIES

The provisions of sub section of 178(1) relating to nomination and remuneration committees and stake holders'' relationship committees are not applicable to the company.

DIRECTORS¹ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts, for the year ended 31^st March, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed along with proper explanation and there are no material departures from the same other than those which were clearly brought about in the notes on accounting policies and notes on account;

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 31^st March, 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts of the Company on a going concern basis:

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

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

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from the Independent Directors to the effect that they meet the criteria of independence as provided in Section 149 of the Act. In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Act and are independent of the Management. All the Independent Directors have given a declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act. They have also confirmed compliance with Section 150 of the Act regarding registration with Independence Directors databank maintained by the Indian Institute of Corporate Affairs. As per the above provisions, every independent director shall submit a declaration of compliance with sub-rule (1) and sub-rule (2) to the Board each time he/she submits the declaration required under sub-section (7) of section 149 of the Act. The Company has obtained a declaration to that effect from the Independent Directors.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 134 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration Rules, 2014) as amended, the names and other particulars of the employees are set out in Directors’ Report.

iii) None of the employees have drawn remuneration in excess of that drawn by-Managing Director/Whole Time Director/Manager who holds by himself or along with his spouse & dependent children not less than 2% of the equity shares of the Company.

REPLY TO QUALIFICATIONS IN AUDITORS¹ REPORT:

There are no qualifications in the audit report. However, Statutory Auditors have brought to notice of the shareholders about the Contingent liabilities pertaining to Income tax and Sales tax and the Auditors have also mentioned in their report that the Audit trail was not operating throughout the year. During the year, there have been no incidents of fraud reported to in terms of Section 143(12) of the Act.

COST AUDIT:

The provisions of Cost Audit are not applicable to the Company and hence no such audit was conducted for the year under review hence no further report is required to be attached with this report of Directors⁵.

SECRETARIAL AUDIT:

The provisions of Secretarial Audit are not applicable to the Company and hence no such audit was conducted for the year and hence no such report is attached with this report of Directors’.

DISCLOUSRE UNDER THE SEXUAL HARRASHMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013.

There are women employees on the pay roles of the Company. The Company has a policy of monitoring, enquiring and disposal of complaints, if any, received against any discrimination or sexual harassment immediately by a committee that will be constituted comprising of women director and women employees. The Company has a zero-tolerance policy against sexual harassment towards women employees at work place. No such complaints are received during the year under review.

DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM UNDER SECTION 177(9) OF THE COMPANIES ACT 2013, READ WITH RULE 7 OF COMPANIES (MEETINGS OF BOARD AND ITS POWERS) RULES 2014:

These provisions are not applicable to your Company and hence no further disclosures are required to be made.

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

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Sec. 134 of Companies Act, 2013 read with Rule 8 (3) of Companies (Accounts) Rules, 2014:

(A) Conservation of energy:

	(i)	the steps taken or impact on conservation of energy;	The Company did not consume any power other than lighting power during the year Hence the Company has no role to play in taking steps for conservation of energy
	(ii)	the steps taken by the company for utilizing alternate sources of energy;	No such steps are required in view of above disclosure.

(iii)	the ^-capital investment on energy conservation equipments;		No such proposal is under consideration.
(B)Technoloev absorption:
(i)		the efforts made towards technology absorption;	No technology has been imported or acquired and as such absorption of the same does not arise. Only few software were purchased for Engineering purposes.
(ii)		the benefits derived like product improvement, cost reduction, product development or import substitution	In view of above this is not applicable.
(iii)		in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	In view of above this is not applicable.
(iv)		the expenditure incurred on Research and Development	No such expenditure was incurred and hence no further disclosures.

(C) Foreign exchange earnings and Outgo:

Amount paid : USD 54,249/- (Rs.45,08,451/-) (Paid for the Import purchases)

Amount Paid : EURO 227.7I/-(Rs.21018/-) (Paid for Software Expenses)

Amount Paid : U SD 1841.8 8/- (Rs. 1,5 5,53 7/-) (Paid for S oft ware Expens es)

Amount Paid : MUR 10,5 8,279.75/-(Rs. 19,22,471) (Paid for Reimbursement of site expenses)

Amount Paid : MUR 114069/-(Rs.2,07,217) (Paid for Consumables, Site Expenses & Travelling

Expenses)

Sales : USD 1,38,914 (Rs.1,14,01,380)

TRANSFER OF AMOUNTS TO INVESTORS EDUCATION AND PROTECTION FUND UEPF1:

The Company has no obligation to transfer any funds to IEPF as on 31.03.2024 as no dividends were declared from the date of its incorporation. .---^

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND > BANKRUPTCY CODE. 2016:

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

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 THEREOF:

During the year under review, there were no instances of valuation done in the aforementioned manner and hence the requirement to furnish the details on the same is not applicable to the Company,

CORPORATE SOCIAL RESPONSIBILITY tCSR)

The Company does not meet any of the criteria fixed for undertaking CSR activities and hence no CSR activities have been undertaken by the Company.

SPECIAL EVENTS (DURING THE FINANCIAL YEAR) WHICH WOULD REQUIRE FURTHER REPORTING:

There are no special events which have occurred during the reporting period or between reporting period and the present report date which require special disclosure.

ACKNOWLEDGEMENT

The Directors express their thanks to all the stakeholders. The Directors place their appreciation on record for the sustained help and assistance rendered by the staff of the Company, the bankers to the company, Governmental agencies, contractors, suppliers and professionals in shaping the destiny of the company during the year.

1

None of employees have received remuneration in excess of Rs. 1,02,00,000/- p.a. during the current financial year.

ii) None of the employees who were if employed for part of the financial year have received remuneration in excess of Rs.8, 50,000/- p.m.