Directors Report of Trejhara Solutions Ltd.

Mar 31, 2025

The Directors of Trejhara Solutions Limited ("the Company" or "Trejhara") are pleased to present this Eighth Annual Report of the Company, together with its Audited Financial Statements for the year ended March 31, 2025 ("financial year").

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The highlights of the Consolidated and Standalone Financial Statements are detailed hereunder.

The Company''s performance for the financial year ended March 31, 2025 as compared to the previous financial year ended March 31, 2024 is summarized below:

(^ in lakhs)
	Consolidated		Standalone
Particulars	For the year ended 31 March,2025 (Restated)	For the year ended 31 March,2024 (Restated)	For the year ended 31 March,2025 (Restated)	For the year ended 31 March,2024 (Restated)
Income
Revenue from Operations	11,575.39	6,942.74	10,135.55	5,743.96
Other Income	393.58	117.73	318.47	68.88
Total Income	11,968.97	7,060.47	10,454.02	5,812.84
Expenses
Operating Expenses	8,452.32	4,260.40	7,855.53	3,874.98
Employee Benefits Expenses	1,745.74	1,377.80	1,416.36	1,027.64
Finance Costs	52.96	121.57	40.14	26.61
Depreciation, Amortisation and Impairment	400.12	409.33	25.60	11.17
Other Expenses	654.96	431.62	554.84	440.24
Total Expenses	11,306.10	6,600.72	9,892.46	5,380.64
Profit Before Exceptional Items and Tax	662.87	459.75	561.55	432.20
Exceptional (Gain)/ Loss (net)	-	(1,233.38)	-	164.58
Profit/ (Loss) Before Taxation	662.87	1,693.13	561.55	267.62
Tax Expense:
(a) Current Tax	224.81	151.84	157.58	115.74
(b) Deferred Tax Charge/ (Credit)	13.97	(9.36)	13.97	(9.36)
Total Tax Expenses	238.78	142.48	171.55	106.38
Profit After Tax	424.09	1,550.65	390.00	161.24
Profit from Discontinued Operations	-	760.49	-	683.45
Tax Expenses of Discontinued Operations:
(a) Current tax	-	171.39	-	171.39
(b) Deferred Tax Charge	-	20.80	-	20.80
Total Tax Expenses	-	192.19	-	192.19
Profit after Tax from Discontinued Operations	-	568.30	-	491.26
Other Comprehensive Income/ (Loss),net of tax	(9.89)	(22.45)	(10.05)	(14.05)
Total Comprehensive Income/ (Loss)	414.20	2,096.50	379.95	638.45

	Consolidated		Standalone
Particulars	For the year ended 31 March,2025 (Restated)	For the year ended 31 March,2024 (Restated)	For the year ended 31 March,2025 (Restated)	For the year ended 31 March,2024 (Restated)
Earnings per equity share (for Continuing operation)
- Basic and Diluted (in E)	1.80	6.60	1.66	0.69
Earnings per equity share (for Discontinued operation)
- Basic and Diluted (in E)	-	2.42	-	2.09
Earnings per equity share (for Continuing and Discontinued operation)
- Basic and Diluted (in E)	1.80	9.02	1.66	2.78
* Figures for the financial year 2024-25 & 2023-2024 have been presented after giving effect of the Scheme of Amalgamation of LP Logistics Plus Chemical SCM Private Limited with the Company ("the Scheme") and hence the comparisons with the previous periods have to be looked at in light of the same. The Scheme, with the appointed date as 01st April 2024, was made effective from 16th October, 2025.

2. MATERIAL CHANGES & COMMITMENTS

During the financial year, a petition was filed with the Hon''ble National Company Law Tribunal, Mumbai Bench (NCLT) seeking approval for the Scheme of Amalgamation ("the Scheme") between LP Logistics Plus Chemical SCM Private Limited ("Transferor Company") and Trejhara Solutions Limited ("Transferee Company") and their respective shareholders and creditors. The NCLT vide its Order dated October 14, 2025 ("Order") has approved the Scheme and upon filing of the Order with the Registrar of Companies vide Form INC-28 and subsequent approval thereof, the Scheme has become effective on October 16, 2025 ("Effective Date"). The Appointed Date as per the Scheme was April 01, 2024 and therefore, the Financial Statements have been prepared after giving full effect of the Accounting Treatment envisaged under the Scheme. The Scheme has resulted in significant financial impacts including consolidation of assets and liabilities of the Transferor Company into the financial statements of the Company, restatement of the previous financial figures to reflect the accounting treatment as per the approved Scheme, and consequential changes in the authorized share capital structure.

Further, the Company had also sought extension of time, from the Ministry of Corporate Affairs, Mumbai, for holding the eighth annual general meeting (AGM) in order to enable the publishing of the Financial Statements after giving effect of the Scheme and accordingly, the Company has been allowed an extension of additional three months to hold the AGM.

Except for the above, there were no other material changes or commitments affecting the financial

position of the Company between the end of the financial year and the date of this Report. There has also been no change in the nature of business of the Company during the financial year 2024-25.

3. TRANSFER TO RESERVES

The profit after tax based on standalone financial statements for the year ended 31^st March 2025, was E 390 lakhs and the same was transferred to the Retained Earnings.

4. DIVIDEND

The Company is currently undergoing transformation. Having completed the merger and initiated a series of proposed acquisitions and expansion initiatives, the Board believes it is prudent to conserve financial resources to support these growth priorities. Accordingly, no dividend has been recommended for the financial year.

5. STATE OF COMPANY''S AFFAIRS

The Financial Year 2024-25 was a defining and transformative period for Trejhara. While the Company continued to deliver a strong performance as a trusted provider of innovative, IP-driven supply chain software solutions, the core narrative of the year was the successful Scheme of Amalgamation. This performance underscores the accelerating global demand for digital transformation in supply chain management, where efficiency, visibility, and agility have become critical differentiators, and Trejhara''s consistent investments in product innovation continue to position it as a preferred technology partner.

Pursuant to the Scheme, the Company has prepared its financial statements for the financial year ended March 31, 2025 (FY 202425) after effecting the impact of amalgamation. This consolidation has resulted in a significant and positive uplift in the Company''s scale and profitability.

The successful amalgamation has opened a fresh pathway for future growth. which not only deepens market reach but also diversifies revenue streams and unlocks substantial operational synergies, creating a more resilient and scalable business model. As we look ahead, the merged Company is focused on expanding its global footprint and strengthening its position within the logistics and supply chain sector. With a well-defined strategic roadmap and a strengthened operational platform Trejhara is well-positioned to deliver sustainable long-term growth, operational excellence, and enhanced value for all stakeholders.

6. SHARE CAPITAL

During the financial year, there was no change in the share capital.

However, pursuant to approval of the Scheme of Amalgamation, the Board at its meeting held on November 05, 2025 approved allotment of 89,89,344 equity shares of face value '' 10/- (Rupees Ten only) each to the shareholders holding shares of LP Logistics Plus Chemical SCM Private Limited (''Transferor Company'') in the ratio of 2 (Two) fully paid-up equity shares of the Company having a face value of '' 10/- (Rupees Ten only) each for every 1 (One) fully paid-up equity share of '' 10/- (Rupees Ten only) each held in the Transferor Company.

Accordingly, currently the paid-up equity share capital of the Company stands increased to Rs. 23,50,56,420/- (Rupees Twenty-Three Crores Fifty Lakhs Fifty-Six Thousand Four Hundred and Twenty Only) divided into 2,35,05,642 (Two Crore Thirty-Five Lakhs Five Thousand Six Hundred and Forty-Two) fully paid-up equity shares having a face value of Rs. 10/- each.

7. SUBSIDIARIES

As on March 31, 2025, the Company had 01 (One) Indian Subsidiary and 02 (Two) Foreign Subsidiaries (including step-down subsidiaries). The provisions of Regulations 24 and 24A of SEBI Listing Regulations, with reference to subsidiaries were duly complied with, to the extent applicable.

Pursuant to the provisions of Section 129(3) of the Act read with the Companies (Accounts)

Rules, 2014 and in accordance with applicable accounting standards, a statement containing the salient features of financial statements of the Company''s Subsidiaries and Associate Companies in Form No. AOC-1 is annexed as "Annexure 4" to this Report.

I n accordance with the provisions of Section 136 of the Act and the amendments thereto, and the Listing Regulations, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and financial statements of your Company''s Subsidiaries have been placed on the website of your Company viz www.trejhara. com.

8. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) & 134(3) (a) of the Act read with Rule 12(l) of the Companies (Management and Administration) Rules, 2014 (as amended from time to time), the Annual Return of the Company in the prescribed e-Form MGT-7 for the FY 2024-25 will be available on the website of the Company at www.trejhara.com.

9. CORPORATE GOVERNANCE

The Company remains committed to upholding the highest standards of corporate governance and ethical business conduct. This commitment is embedded in our Code of Conduct, the charters of the Board and its Committees, and a comprehensive framework of internal policies that collectively reinforce transparency, accountability, and integrity across all functions. Our approach extends beyond statutory compliance with corporate governance requirements; we are dedicated to fostering a robust governance culture that strengthens decision-making, protects stakeholder interests, and supports the long-term strategic objectives of the Company.

The report on corporate governance as per the requirements of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the LODR"), forms part of this Annual Report. Further, the requisite certificate from Mr. Harshvardhan Tarkas, Practicing Company Secretary, confirming the compliance with the conditions of corporate governance has been included in the said Report.

10. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2) (e) of the SEBI Listing Regulations

has been covered in a separate section forming part of this Annual Report.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes that Corporate Social Responsibility goes beyond a statutory obligation or a contribution towards sustainable economic development. It is an inherent commitment to progress hand-in-hand with society, striving to enhance lives in a manner that fosters inclusive growth, benefits the community at large, and creates long-term value for both business and development.

The Company has constituted a Board-level CSR Committee, which recommends the budget for funding various charitable activities and contributions to be made to various initiatives. During FY 2024-25, the Company''s total CSR expenditure amounted to E 20 lakhs. In line with the provisions of Section 135 of the Companies Act, 2013, the Company has adopted a comprehensive CSR Policy that outlines the focus areas and activities to be undertaken. The CSR Policy is designed to contribute meaningfully towards sustainable economic development and to create a positive impact on society at large, while fostering a responsible and profitable future for all stakeholders. The CSR Policy is available on the Company''s website at www.trejhara.com.

During the financial year, the Company has contributed E 20 lakhs (Rupees Twenty Lakhs only) to Rotary Club, Powai based in Mumbai (Maharashtra) having registration no. CSR00006930 for providing education, welfare of society, women empowerment, health related activities as per provisions of Sec. 135 of the Act.

The disclosures, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, has been enclosed to this Report as "Annexure 1".

12. INTERNAL FINANCIAL CONTROL SYSTEM & THEIR ADEQACY

The Company has an internal control system which commensurate with the size, scale and nature of its operations. The Internal Audit Team monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

13. DIRECTOR''S RESPONSIBILITY STATEMENT

I n terms of the provisions of Section 134(5) of the Act, the Board the Directors, to the best of their knowledge and ability, confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have selected such accounting policies and have 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 at the end of the financial year 31^st March, 2025 and of the profit and loss of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

Based on the framework of internal financial controls maintained by the Company, the work performed by the internal and statutory auditors and other external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors, and the reviews carried out by the Management and the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and operating effectively during FY 2024-25.

14. DIRECTOR''S/KEY managerial personnel (kmp)

As on March 31, 2025, the Company has six Directors comprising of one (01) Executive Director and five (05) Non-Executive Directors, out of which three are Independent Directors including a woman independent director. Further, the details pertaining to the composition and other details of the Board of Directors of the Company and the meetings thereof held during the Financial Year 2024-25 are given in the Report on Corporate Governance forming part of this Annual Report.

I n accordance with the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following are the Key Managerial Personnel of the Company:

Sr. No.	Name	Designation
1	Mr. Amit Sheth	Whole-Time Director
2	Mr. Shardul Inamdar	Company Secretary & Compliance Officer
3	Mr. Vimal Garachh	Chief Financial Officer

• Re-appointment on account of retirement by rotation

In terms of Section 152 (6) of the Companies Act, 2013, one third of the Directors other than Independent Directors are liable to retire by rotation at the Annual General Meeting of the Company. Mr. Paresh Zaveri, Non-Executive Non-Independent Director, (DIN: 01240552), based on the seniority criteria liable to retire by rotation and offers himself for re-appointment.

The information as required to be disclosed under regulation 36 of the LODR and brief profile of director in case of re-appointment of director is incorporated in explanatory statement of AGM Notice forming part of the Annual Report.

15. PERFORMANCE EVALUATION

The Company''s policy relating to the appointment and remuneration of Directors, KMPs and other employees including criteria for determining qualifications, positive attributes and independence of Directors are covered under the Corporate Governance Report which forms part of this Annual Report.

The performance of the Directors was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

16. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In accordance with the Listing Regulations, the Company conducts familiarisation programmes for its Independent Directors to provide insights into the Company, their roles, rights, and responsibilities, as well as the nature of the industry in which the Company operates and its business model. The Independent Directors are regularly briefed during meetings of the Board and its Committees on the Company''s strategy, operations, key business activities, and emerging issues.

The details of the familiarisation programme for Independent Directors form part of the Corporate Governance Report.

17. DECLARATION OF INDEPENDENCE

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

None of the Directors of the Company are disqualified under the provisions of the Act or under the LODR. All Independent Directors have provided confirmations as contemplated under section 149(7) of the Act.

18. MEETINGS

The Board met 04 (Four) times during the financial year. The details of meetings of the Board & Committees have been provided under the Corporate Governance Report, which forms part of this Annual Report.

19. COMMITTEES

As on 31^st March,2025, the Board has following committees applicable under the Act/LODR:

i) Audit Committee;

ii) Nomination and Remuneration/

Compensation Committee;

iii) Stakeholder Relationship/Investor Grievance and Share Transfer Committee; and

iv) Corporate Social Responsibility Committee.

A detailed note in relation to these committees, including composition, terms of reference, number of committee meetings and other details are provided in Corporate Governance Report.

20. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

There were no unpaid or unclaimed dividends, which was required to be transferred to the Investor Education and Protection Fund (lEPF) established by the Central Government during the financial year.

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established the necessary vigil mechanism system and has put in place a Whistle Blower policy in order to enable the employees, Directors & Managers of the Company to report their concerns about the management, operations and other affairs of the Company. In terms of the Whistle Blower Policy, the whistle blowers are provided an access to the Audit Committee to lodge their concerns. This policy is available on the website of the Company at www.trejhara.com

In accordance with the Policy, employees of the Company can make protected disclosures to the Compliance Officer and/or any other written communication by sending it to the Registered Office of the Company or via email to investor@ trejhara.com or oral means of communication

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

Pursuant to Section 186 of the Companies Act, 2013, the details of loans given, guarantees provided, and investments made by the Company during the year are disclosed in Note 37 to the standalone financial statements, which form an integral part of this Annual Report.

23. PARTICLUARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into during the financial year were in the ordinary course of business and on an arm''s length basis. All such transactions were reviewed and approved by the Audit Committee in line with applicable provisions. The details of material related party transaction entered during the year under review is available in "Annexure 5".

The Related Party Transactions Policy, as approved by the Board, is available on the Company''s website at www.trejhara.com. The details of related party transactions as required under the applicable accounting standards are disclosed in the notes to the standalone financial statements forming part of this Annual Report.

24. PUBLIC DEPOSITS

During the year, the Company has neither invited

nor accepted any public deposits.

25. AUDITORS AND THEIR REPORTING

> STATUTORY AUDITORS

During the financial year, M/s. Bansi Khandelwal & Co., Chartered Accountants (Firm Registration No. 145850W), resigned as the Statutory Auditors of the Company due to below reason reproduced from his resignation letter: "The recent changes in my internal segments and the limitation of the audit team in the audit process and due to staff constraints, it will not be possible for me to continue as statutory auditor of the Company."

In order to fill the resulting casual vacancy, the Board of Directors appointed M/s. Chokshi & Chokshi LLP, Chartered Accountants (Firm Registration No. 101872W/W100045), as the Statutory Auditors of the Company and the same was also approved by the Members through postal ballot on December 23, 2024 to hold office till the conclusion of the forthcoming annual general meeting.

The Statutory Auditors of the Company have stated in their report that, during the course of Audit no fraud on or by the Company has been noticed or reported.

> SECRETARIAL AUDIT

Pursuant to the requirements of Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Harshvardhan Tarkas, Company Secretary in Practice to conduct the Secretarial Audit for the financial year. The Report of the Secretarial Audit in the form MR -3 is annexed herewith as "Annexure 2".

In accordance with the amended Regulation 24A of the Listing Regulations, the Board based on the recommendation of the Audit Committee, has approved the appointment of Mr. Harshvardhan Tarkas, Company Secretary in Practice for conducting Secretarial Audit of the Company for a period of 5 years w.e.f. Financial Year 202526 to Financial Year 2029-30, subject to the approval of the Shareholders of the Company at the ensuing Annual General Meeting of the Company.

In respect of observations made out in the Secretarial Audit Report, it is informed, as under:

The related party transactions were reviewed and were in conformity with the omnibus approvals granted by the Audit Committee. However, it is observed that, in certain instances, multiple transactions with the same related party—although approved separately by the Audit Committee are, in aggregate, exceed the prescribed materiality thresholds as defined under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"). It is recommended that the Company evaluate the applicability of the materiality provisions under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and ensure full compliance with the relevant regulatory requirements.

Explanation:

The individual transactions were approved by the Audit Committee however, with regard to the aggregate value, legal opinion is being sought and if necessary approval will be sought from the shareholders.

26. PARTICLUARS OF EMPLOYEES

I n terms of the provisions of Section 197(12) of the Act read with the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in a separate annexure forming part of this Report. Having regard to the provision of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. In terms of Section 136, the said annexure is open for inspection. Any Member interested in obtaining a copy of the same may write to the Company Secretary at [email protected].

The disclosures pertaining to the remuneration and other details as required under section 197(12) of the Act read with Rule 5(1) of the of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided in the Annual Report as "Annexure 3".

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of section 134(3)(m) of the Act, read with rule 8 of the Chapter IX of the Companies (Accounts) Rules, 2014, the Directors furnish herein

below the required additional information:

> Conservation of Energy:

Although the operations of the Company are not energy intensive, the management is highly conscious of the criticality of the conservation of energy at all operational levels. The requirement of disclosure of particulars with respect to conservation of energy as prescribed in Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is not applicable to the Company and hence are not provided.

> Technology Absorption:

The Company continues to adopt latest technologies and innovations for improving the productivity and quality of its products and service offerings. The Company is also partnering with major technology providers in global markets.

> Foreign Exchange Earnings and Outgo:

The details of foreign exchange earned and spent by the Company during the year are given below:

Foreign Exchange Earnings and Outgo:

(^ in lakhs)

For the year For the year

Particulars ended ended

31 March, 2025 31 March, 2024

a) Foreign 3,089.97 3,013.89

Exchange

Earnings

b) Foreign 1,845.82 1,475.53

Exchange

Outgo

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

The Company has in place necessary policy as required under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, the Company has not received any complaints under the policy.

Sr.	Number of	Number of	Number of
No	complaints	complaints	cases pending
	of sexual	disposed off	for more than
	harassment received in the year	during the year	ninety days
1.	Nil	Nil	Nil

29. DISCLSOURE WITH RESPECT TO MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company further ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

31. COST RECORDS

The Company is not required to maintain cost records specified by Central Government under section 148(1) of the Act.

32. DISCLAIMER AND FORWARD-LOOKING STATEMENT

The statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply, input costs, availability, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

33. AFFIRMATIONS ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company hereby affirms that during the year under review, the Company has complied with all the applicable Secretarial standards i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

34. ACKNOWLEDGEMENTS

The Board wishes to place on record its appreciation for the assistance, co-operation and encouragement extended to the Company by the its shareholders, customers, business partners, financial institutions, bankers, vendors and other stakeholders. The Directors take this opportunity to place on record their warm appreciation for the valuable contribution, untiring efforts and spirit of dedication demonstrated by the employees and officers at all levels, in ensuring an excellent all-around operational performance. We applaud them for their superior levels of competence, solidarity, and commitment to the Company. The Directors would also like to thank the shareholders for their wholehearted support and contribution. We look forward to their continued support in future.

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Mar 31, 2024

The Directors of Trejhara Solutions Limited ("your company" or "the Company" or Trejhara) are pleased to present this Seventh Annual Report of the Company, together with its Audited Financial statements for the year ended 31^st March, 2024 ("financial year under review").

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The highlights of the Consolidated and Standalone Financial Statements are detailed hereunder.

The Company''s financial performance for the financial year ended 31^st March 2024 as compared to the previous financial year ended 31^st March 2023 is summarized below:

The Highlights of the Consolidated and Standalone Financial Results are as under:

('' in lakhs)
Particulars	Consolidated		Standalone
	For the year ended 31st March,2024	For the year ended 31st March,2023	For the year ended 31st March,2024	For the year ended 31st March,2023
Income
Revenue from Operations	2,284.69	2,243.37	1,085.91	913.05
Other Income	167.24	48.48	66.79	102.81
Total Revenue	2,451.93	2,291.85	1,152.70	1,015.86
Expenses
Operating Expenses	418.50	593.72	33.08	35.66
Employee Benefits Expenses	1,031.14	1,145.77	680.97	634.72
Finance Costs	102.90	219.99	7.94	47.23
Depreciation, Amortisation and Impairment	406.70	241.75	8.54	7.85
Other Expenses	228.62	220.31	185.66	87.87
Total Expenses	2,187.86	2,421.55	916.19	813.33
Profit/ (Loss) Before Exceptional Items and Tax	264.07	(129.70)	236.51	202.53
Add: Exceptional Item	1,233.38	(22,565.57)	(164.58)	(9,050.58)
Profit/ (Loss) Before Taxation	1,497.45	(22,695.28)	71.93	(8,848.05)
Tax Expense:
(a) Current Tax	95.41	76.38	59.31	59.17
(b) Deferred Tax Charge/ (Credit)	(1.53)	(516.72)	(1.53)	2.20
Total Tax Expenses	93.88	(440.34)	57.78	61.37
Profit/ (Loss) After Tax	1,403.57	(22,254.94)	14.15	(8,909.42)
Profit /(Loss) from Discontinued Operations	760.49	(7,399.97)	683.45	1,016.03
Tax Expenses of Discontinued Operations:
(a) Current tax	171.39	255.63	171.39	255.63
(b) Deferred Tax Charge	20.80	2.33	20.80	2.33
Total Tax Expenses	192.19	257.96	192.19	257.96
Profit /(Loss) after Tax from Discontinued Operations	568.30	(7,657.93)	491.26	758.07
Other Comprehensive Income/( Loss) net of tax	(21.08)	(898.96)	(12.68)	6.10
Total Comprehensive Income/ (Loss)	1,950.79	(30,811.83)	492.73	(8,145.26)
Earnings per equity share (for Continuing operation)
- Basic and Diluted (in '')	11.04	(188.34)	0.11	(75.40)
Earnings per equity share (for Discontinued operation)
- Basic and Diluted (in '')	4.47	(64.81)	3.86	6.42
Earnings per equity share (for Continuing and Discontinued operation)
- Basic and Diluted (in '')	15.51	(253.15)	3.97	(68.98)

2. MATERIAL CHANGES & COMMITMENTS

There are no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of the report and there was no change in company''s nature of business during the F.Y. 2023-24.

3. DIVIDEND AND RESERVES

The Board has not recommended any dividend for the F.Y. 2023-24.

4. STATE OF COMPANY''S AFFAIRS

As of 31^st March, 2024, the Consolidated revenue of the company for the year ended 31^st March, 2024 stood at '' 2,284.69 lakhs showing the positive uptick on the revenue side. The Company continues its efforts to build robust IP based solutions and with increased momentum towards digitization. The Company provided supply chain software solutions to a diverse customer base providing its cutting edge software services to customers located in 20 countries worldwide. Your Company is continuously striving for growth opportunities in the supply chain management sector by establishing valuable partnerships with leading players in the segment.

During the last year, the company re-assessed its business strategies and as a part of this, the Company decided to divest one of its business arm and hive of its non performing foreign subsidiary located in Bahrain. This decision was taken to realign the business strategies in the logistics and supply chain management segment due to which, the company also announced the merger with one of the leading logistics company having its operations in India and abroad.

The structure and status of the divestment transaction including the update on merger application can be traced below:

• During the last year, the company successfully completed the divestiture of the Interactive Communication Business unit (Interact DX) to Aurionpro Solutions Limited at an all-cash deal valued at a composite consideration of '' 140 crores, encompassing both the Indian and Singaporean operations of the business.

The sale of the business received the approval of shareholders on 29^th September, 2023, followed by the formal execution of the Business Transfer Agreement (BTA) on 30^th September, 2023. In alignment with Ind AS 103 "Business

Combination," the transaction has been duly accounted for, designating the ''Agreement Effective Date'' as the close of business hours on 30^th September, 2023.

• During the last year, the Company divested its material subsidiary, Aurionpro Solutions W.L.L for an aggregate consideration of USD 6.5 million, pursuant to the approval of the Board of Directors and Shareholders of the Company in the meeting held on 09/11/2023 & 06/03/2024. Accordingly, the investment in Aurionpro Solutions WLL engaged in software business have been measured at fair value in the financial results of the Company in accordance with Ind AS 105 ''Non-Current Assets Held for Sale and Discontinued Operations''.

• During the last year, the Board of Directors of the Company approved the merger between LP Logistics Plus Chemical SCM Private Ltd ("Transferor Company") and Trejhara Solutions Limited ("Transferee Company") on 26^th March, 2024. This strategic amalgamation is poised to enhance our market presence and create value for all stakeholders.

In accordance with regulatory requirements, a formal application for a No Objection Certificate (NOC) was submitted to both the Bombay Stock Exchange and the National Stock Exchange on 06^th April, 2024. We are currently in anticipation of the NOC from the exchanges.

5. CAPITAL

During the year, the following changes were made in share Capital of Company:

Preferential Issue:

On 06^th September, 2023, the Board of Directors approved a preferential issuance of 27,00,000 Equity shares at a price of '' 90 per share which was subsequently approved by the shareholders of the Company at the Annual General Meeting held on 29^th September, 2023. The Company completed the allotment of said shares on 01^st December, 2023 and received listing and trading approval on 16^th January, 2024.

As of the end of the financial year, the company''s total issued & paid up share capital stands at '' 14,51,62,980 divided into 1,45,16,298 Equity shares.

6. SUBSIDIARIES

As on 31^st March, 2024, the Company had One (01) Indian Subsidiary and One (01) Foreign Subsidiary.

The provisions of Regulations 24 and 24A of SEBI Listing Regulations, with reference to Subsidiaries were duly complied with, to the extent applicable.

The information as required under the first provision to sub-section (3) of Section 129 is given in Form AOC-1 in Annexure 4.

7. ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2024 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, would be available on the website of the Company at www.trejhara.com.

8. CORPORATE GOVERNANCE

The Report on corporate governance as per the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the LODR"), forms part of this Annual Report. Further, the requisite certificate from M/s. Yogesh D. Dabholkar & Co, Practicing Company Secretaries, confirming the compliance with the conditions of corporate governance has been included in the said Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

Management Discussion and Analysis for the year under review, as required under Regulation 34 (2) (e) of the LODR has been covered in a separate section forming part of this Annual Report.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes that the Corporate social responsibility is the commitment of businesses to contribute to sustainable economic development by working with local community and society at large, to improve their lives in ways that are good for business and for development.

The CSR Committee of the board overseas the implementation of CSR Projects in line with CSR Policy. The CSR Policy of the Company is available on the website of the Company at www.trejhara.com

During the year under review, the Company has contributed '' 20 lakhs (Twenty lakhs) to Saamarthya Foundation, based in Ahmedabad (Gujarat)

having registration no. CSR00064539 for providing education, welfare of society, women empowerment, health related activities as per provisions of Sec. 135 of the Act.

The Board has re-constituted a CSR committee post retirement of Ms. Kalpana Sah which comprises of following members:

Ms. Chetana Dasare - Chairperson

Mr. Amit Sheth - Member

Mr. Paresh Zaveri - Member

The CSR Committee, inter alia determines/ recommends the budget for funding various charitable activities and the recommends the contributions to be made to various initiatives.

The disclosures, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, has been enclosed to this Report as "Annexure 1".

11. INTERNAL CONTROL SYSTEM & THEIR ADEQUACY

The Company has an internal control system which commensurate with the size, scale and nature of its operations. The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

12. DIRECTOR''S RESPONSIBILITY STATEMENT

Based on the work performed by the auditors and consultants including the reviews performed by the Management of the Company, the Board is of the opinion that internal financial controls were adequate during the financial year 2023-2024.

In terms of the provisions of Section 134(3)(c) of the Act, the Board confirms that:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. The directors had 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 at the end of the financial year 31^st march, 2024 and of the profit and loss of the company for that period;

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern basis;

v. The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

vi. 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.

13. DIRECTOR''S/KEY managerial personnel (kmp)

As on 31^st March, 2024, the Company has six

Directors comprising of one Executive Director and

5 Non-Executive Directors, out of which three are

Independent Directors including a woman director.

• Appointment/ Retirement

Ms. Kalpana Shah (DIN: 05177661), who served as an Independent Director, retired from her position effective 27^th August, 2023. In order to comply with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, ("SEBI LODR"), a listed entity shall have at-least one Woman Independent Director and half of the Board should comprise of Independent Directors. In accordance with these requirements, the Board, in their meeting held on 12^th December, 2023, appointed Ms. Chetana Dasare (DIN: 09788754) as an Additional Non-Executive Independent Director, effective from 12^th December, 2023. Ms. Dasare''s appointment was approved and regularized by the shareholders under Section 152 of the Companies Act, 2013, as confirmed by the results of the postal ballot dated 06^th March,2024.

In the opinion of the Board, Ms. Chetna Dasare, Independent Director fulfills the criteria of independence, integrity, expertise and has required experience as provided under the Act, Rules made thereunder, read with the Listing Regulations and are independent of the management.

• Re-appointment of Mr. Amit Sheth (DIN: 00122623) as a Whole Time Director of the company

Mr. Amit Sheth was appointed as Whole Time Director of the Company for a period of Five years effective from 20^th December, 2018. Mr. Amit Sheth is a promoter director on the Board of the Company. Keeping in view his long association with the Company, his expertise, qualifications and experience, as also the increased responsibilities on account of various expansion plans undertaken by the Company and its subsidiaries, the Board of Directors on the recommendations of Nomination and Remuneration Committee, has approved and recommend re-appointment of Mr. Amit Sheth for a further term of Three years with effect from 20^th December, 2023 and same approved by the shareholders of the company via postal ballot on 6^th March, 2024.

• Re-appointment on account of retirement by rotation

In terms of Section 152 (6) of the Companies Act, 2013 and as per Article 34 (l) of the Articles of Association of the Company, one third of the Directors other than Independent Directors are liable to retire by rotation at the Annual General Meeting of the Company. Mr. Snehal Pandit, Non-Executive Non Independent Director, (DIN: 0891030), is liable to retire by rotation and offers himself for re-appointment.

The information as required to be disclosed under regulation 36 of the LODR and brief profile of director in case of re-appointment of director is incorporated in explanatory statement of AGM Notice forming part of the Annual Report.

• Key Managerial Person

Mr. Nilesh Kharche had resigned from his position as the Company Secretary and Compliance Officer of the Company and he was relieved from his duties effective from 7^th July, 2023. Mr. Shardul Inamdar was appointed as the Company Secretary and Compliance Officer of the Company at the board meeting held on 10^th August,2023 for filling in the vacancy.

Pursuant to the provisions of Section 203 of the Act, as on the date of this report, the Key Managerial Personnel of the Company comprised of Mr. Amit Sheth, Chairman and

Whole Time Director, Mr. Vimal Garachh, Chief Financial Officer and Mr. Shardul Inamdar, Company Secretary.

14. PERFORMANCE EVALUATION

The Company''s policy relating to the appointment and remuneration of Directors, KMPs and other employees including criteria for determining qualifications, positive attributes and independence of Directors are covered under the Corporate Governance Report which forms part of this Annual Report. The Board of Directors annually evaluates its own performance and that of its committees and Individual Directors.

The Board has formulated the Nomination and Remuneration Policy for selection and appointment of Directors, senior management personnel and their remunerations.

15. DECLARATION OF INDEPENDENCE:

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

None of the directors of the Company is disqualified under the provisions of the Act or under the LODR. All Independent Directors have provided confirmations as contemplated under section 149(7) of the Act.

16. MEETINGS

During the year under review, the Board met seven times. For details of meetings of the Board, please refer to the Corporate Governance Report, which is part of this report.

17. COMMITTEES

As on the date of this report, the Board has following committees applicable under the Act/LODR:

i) Audit Committee;

ii) Nomination and Remuneration/Compensation Committee;

iii) Stakeholder Relationship/Investor Grievance and Share Transfer Committee; and

iv) Corporate Social Responsibility Committee.

The detailed information in relation to these committees, including composition and the terms

of reference and other details are provided in Corporate Governance Report.

18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established the necessary vigil mechanism and has put in place a Whistle Blower policy in order to enable the employees and Directors of the Company to report their concerns about the management, operations and other affairs of the Company. In terms of the Whistle Blower Policy, the whistle blowers are provided an access to the Audit Committee to lodge their concerns. This policy is available on the website of the Company at www.trejhara.com.

19. RISK MANAGEMENT POLICY

The Company has formulated a comprehensive Risk Management Policy to identify, assess and mitigate various risks associated with the Company. The detailed section on business risks and opportunities forms part of Management Discussion and Analysis Report, which forms part of the Annual Report.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

The details of loans, guarantees and investments, covered under the provisions of Section 186 of the Act, are given under the note no. 37 to the standalone financial statements forming part of this annual report.

21. PARTICLUARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In compliance with the provisions concerning related party transactions as prescribed under SEBI (Listing obligations and disclosures requirements) Regulations 2015, The Companies Act 2013 and other applicable provision, the board of directors and Audit committee has formulated a policy which provides framework for regulating the transactions between Trejhara and the related parties and group companies. The policy called ''TSL- Policy on Related Party Transaction''s is available on the website of the company (www.trejhara.com ). This policy puts emphasis on the governance, transparency & reporting as their critical elements for regulating the related party transactions.

It is confirmed that

a) All the transactions with related parties, during FY 24, were in conformity with the ''TSL- Policy on Related Party Transactions'' and were approved by the Audit committee and the Board of Directors in the manner prescribed under the Policy.

b) The Audit committee had granted omnibus approved for certain related party transactions of repetitive in nature, at the beginning of FY 24. The details of such transactions were placed before the Audit committee on quarterly basis.

c) The Audit committee has laid down the criteria for determining material related party transactions. The details of all material related party transactions are available in Form AOC-2 forming the part of this Annual Report (Annexure 5).

The details of transactions entered into with the related parties are disclosed in the note no. 42 to the stand-alone financial statements forming part of this Annual Report.

22. PUBLIC DEPOSITS

During the year, the Company has neither invited nor accepted any public deposits.

23. AUDITORS AND THEIR REPORTING

M/s. Bansi Khandelwal & Co, Chartered Accountants (Firm Registration No. 14580W) were appointed as Statutory Auditors of the Company for a period of four years at the Fourth Annual General Meeting ("AGM") held on 24^th September, 2021 to hold office till the conclusion of Eighth AGM.

Further, in terms of the Regulation 33(1)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ''Listing Regulations''), the Statutory Auditors of your Company are subjected to the Peer Review Process of the Institute of Chartered Accountants of India (ICAI). M/s. Bansi Khandelwal & Co, Chartered Accountants have confirmed that they hold a valid certificate issued by the ''Peer Review Board'' of ICAI and have provided a copy of the said certificate to your Company for reference and records. (No qualifications, adverse remarks by stat auditors)

The Statutory Auditors of the Company has stated in their report that, during the course of Audit no fraud on or by the Company has been noticed or reported.

24. SECRETARIAL AUDIT

Pursuant to the requirements of Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Yogesh D. Dabholkar & Co, Company Secretary, Company Secretary in Practice to conduct the Secretarial Audit for the financial year under review. The Report of the Secretarial Audit in the form MR -3 is annexed herewith as "Annexure 2".

The observations raised by the Secretarial Auditor and Board''s response thereto are as under:

Observation:

1) For the period from 28^th August, 2023 till 11^th December, 2023, Composition of Board of Directors (with regard to Woman Director and Minimum Number of Directors on Board), Nomination and Remuneration Committee (with regard to minimum number of Directors, Independent Directors in the committee and Chairperson of the Committee), Stakeholders Relationship Committee (with regard to Chairperson of the Committee and minimum number of Directors, Independent Directors in the committee) was not in conformity with the LODR Regulations.

2) The office of one of the Director on the Board was vacated on 27^th August, 2023 which was not filled within prescribed time of 3 months as per LODR Regulations, from the date of such vacancy.

3) The chairperson of Stakeholders Relationship Committee was not present for the Annual General Meeting held on 29^th September, 2023.

Company Response for Observation (1), (2) and (3):

Ms. Kalpana Sah, an Independent Director of the Company retired effective from August 27,2023 and after end of her term she did not seek re-appointment due to her personal commitment. She was also chairperson of Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee ("Committees") of the Company.

The Company was in search of suitable candidate for induction of independent director on the Board of the Company and appointed Ms. Chetana Dasare (DIN: 09788754) as an Independent Director with effect from December 12, 2023. Her appointment resulted into restoration of Board Composition in accordance with Regulation 17 of SEBI LODR. The Committees were also reconstituted by appointing Ms. Chetana Dasare as the Chairperson of the Committees.

The Company complied with the requirement of Regulation 17, 19 and 20 of the SEBI(LODR) Regulations 2015 effective from the appointed date.

Observation:

4) Independent director of the Company, was not appointed on the board of directors of Aurionpro Solutions W.L.L., being the material subsidiary of the listed entity as per LODR Regulations.

Company Response:

As a part of business re-orientation strategy, the management had identified Aurionpro Solutions W.L.L. as a non-core subsidiary from the commencement of FY 24. Considering the above, the Board of Directors in-principally agreed to divest Aurionpro Solutions W.L.L on 06^th September, 2023. For which the final approval was given by the Board of Directors on 09^th November, 2023 and the same was subsequently approved by the Shareholders 06^th March, 2024. Hence, the independent director was not appointed in Aurionpro Solutions W.L.L.owing to the intentions of the Management to divest the entity.

Observation:

5) Compulsorily Convertible Debentures issued by the Auroscient Outsourcing Limited ("Subsidiary Company") amounting to '' 63,95,00,000 which was subscribed by the Company being the event which was material for the Company was not disclosed to BSE and NSE under Regulation 30 of LODR Regulations.

Company Response:

The Company had reported the subscription of Compulsorily Convertible Debentures which was issued by its wholly-owned subsidiary Auroscient Outsourcing Limited in the Notes to Accounts of the Financial Results for the quarter and half- year ended on 30^th September, 2023 and the same was also reported in the Related Party Transaction details for the half year ended 30^th September, 2023.

25. PARTICLUARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in a separate annexure forming part of this Report. Having regard to the provision of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. In terms of Section 136, the said annexure is open for inspection. Any Member interested in obtaining a copy of the same may write to the Company Secretary at [email protected].

The disclosures pertaining to the remuneration and other details as required under section 197(12) of the Act read with Rule 5(l) of the of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided in the Annual Report as "Annexure 3".

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of section 134(3)(m) of the Act, read with rule 8 of the Chapter IX of the Companies (Accounts) Rules, 2014, the Directors furnish herein below the required additional information:

> Conservation of Energy:

Although the operations of the Company are not energy intensive, the management is highly conscious of the criticality of the conservation of energy at all operational levels. The requirement of disclosure of particulars with respect to conservation of energy as prescribed in Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is not applicable to the Company and hence are not provided.

> Technology Absorption:

The Company continues to adopt latest technologies and innovations for improving the productivity and quality of its products and service offerings. The Company is also partnering with major technology providers in global markets.

> Foreign Exchange Earnings and Outgo:

The details of foreign exchange earned and spent by the Company during the year are given below:

Foreign Exchange Earnings and Outgo: ('' in lakhs)
Particulars	FY 2023-24	FY 2022-23
a) Earnings	1,175.32	1,084.02
b) Outgo	37.16	29.81

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

The Company has in place necessary policy as required under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Complaints Committee (ICC)

has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, the Company has not received any complaints under the policy.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

29. COST RECORDS

The Company is not required to maintain cost records specified by Central Government under section 148(1) of the Act.

30. DISCLAIMER AND FORWARD-LOOKING STATEMENT

The statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply, input costs, availability, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

31. AFFIRMATIONS ON COMPLIANCE OF SECRETARIAL STANDARDS:

The Company hereby affirms that during the year under review, the Company has complied with all the applicable Secretarial standards i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

32. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE:

There are no such proceedings or appeals pending and no application has been filed under Insolvency and Bankruptcy Code, 2016 during the year under review and from the end of the financial year upto the date of this report.

33. 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:

During the year under review, there was no instance of any one-time settlement for reporting details vis-a-vis valuation with the Banks or Financial Institutions.

34. ACKNOWLEDGEMENTS

The Directors would like to place on record their sincere appreciation for the continued co-operation, support and assistance provided by all the stakeholders including Company''s employees, the financial institutions, banks, customers, vendors, members and other government departments and authorities.