DIRECTORS' REPORT

The Directors are pleased to present the 36^th Annual Report along with the
Audited Financial Statements for the financial year ended 31^st March 2025.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE

The Company’s performance during the year as compared with previous year
is summarized below:

2. PERFORMANCE REVIEW

The turnover of the Company for the financial year ended 31^st March 2025
stood at C 165.26 crores as against C 342.62 crores in the previous financial
year. The Company has reported a Loss after Tax (PAT) of C (18.26) crores for
the year under review, as compared to a Profit after Tax (PAT) of C 1.85 crores
in the previous year

3. COST OF MATERIAL AND CHANGES IN INVENTORIES

The cost of materials adjusted for changes in Inventories of finished goods
and work in progress is 47.99% to revenue as against 61.15% in the previous
year.

4. EMPLOYEE COSTS

The manpower cost for the year is 36.78 % to revenues as against 22.01 % in
the previous year.

5. DEPRECIATION

Depreciation during the year stood at C 6.27 crores as against C 8.12 crores
in the previous year.

6. FINANCE COSTS

Finance Cost for the year stood at C 5.77 crores as against C 9.66 crores in
the previous year.

7. SHARE CAPITAL
EQUITY SHARE CAPITAL

A) Authorised Share Capital

During the year under review, there were no changes in the Authorized Equity
Share Capital of the Company. The Authorized equity share capital stood at
C 64,00,00,000 (Sixty-Four Crore only) divided into 6,40,00,000/- (Six Crore
Forty Lakh) Equity shares of C 10/- each. (Rupees Ten only)

B) Paid Up Share Capital

The Board of Directors, at its meeting held on 8^th January 2025, had initially
approved the issuance and allotment of equity shares on a preferential basis.
However, after due consideration of operational and strategic factors, the
proposal was subsequently withdrawn at the Board Meeting held on 28^th January
2025.

Further, during the year under review, the Board of Directors, at its meeting
held on 24th March 2025, approved the allotment of 31,26,339 (Thirty-One
Lakh Twenty-Six Thousand Three Hundred and Thirty-Nine) equity shares of
C 10/- each to Paradisal Precision Private Limited (Body Corporate) on a
preferential basis.

Pursuant to the above allotment, the paid-up share capital of the Company as
on 31st March 2025 stands at C 59,67,84,130/- (Rupees Fifty-Nine Crore
Sixty-Seven Lakh Eighty-Four Thousand One Hundred and Thirty only) divided
into 5,96,78,413 (Five Crore Ninety-Six Lakh Seventy-Eight Thousand Four
Hundred and Thirteen) equity shares of C 10/- each.

PREFERENCE SHARE CAPITAL

During the year under review, the paid-up preference share capital stood at
C 5,02,9000 (Rupees Five Crore Two Lakh Nine Thousand) divided into
50,20,900 (Fifty Lakhs Twenty Thousand and Nine Hundred) 1 % Cumulative
Redeemable Preference Shares of C 10/- (Rupees Ten Each)

During the year under review the Company has redeemed 50,20,900 1%
Cumulative Redeemable Preference Shares on 26^th March 2025 out of fresh
issue of equity shares.

8. DIVIDEND

Due to the losses incurred by the Company in the earlier years, the Board of
Directors has not recommended any dividend for the financial year ended 31^st
March 2025.

The Company is liable to pay arrears of dividends to 1% of Cumulative
Redeemable Preference Shareholders from inception.

9. TRANSFER TO RESERVES

The Company has not transferred any amount to general reserve for the
financial year ended 31^st March 2025.

10. FINANCE AND ACCOUNTS

The financial statements are prepared in accordance with Indian Accounting
Standards (Ind AS) notified under the Companies (Indian Accounting Standards)
Rules, 2015 read with Section 133 of Companies Act, 2013, (the ‘Act’) and
other relevant provisions of the Act.

Due to the losses incurred by the Company in the earlier years, there is no
provision for Income Tax. The Company has recognized Deferred Tax Asset in
unabsorbed depreciation and accumulated losses to the extent of corresponding

deferred tax liability on the difference between the book balances and written
down value of fixed assets under Income Tax.

11. DEPOSITS

During FY 2024-25, the Company did not accept any deposit within the meaning
of Sections 73 and 74 of the Act read together with the Companies (Acceptance
of Deposits) Rules, 2014 and accordingly no amount on account of principal or
interest on public deposits was outstanding as on 31^st March 2025.

12. CASH FLOW STATEMENT

In conformity with the provisions of Section 134 of Companies Act, 2013 and
Regulation 34 2(c) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Cash flow statement for the year ended 31^st March
2025 forms part of this Annual Report.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

All contracts / arrangements / transactions entered by the Company during the
financial year with related parties were in ordinary course of business and on
an arm’s length basis and were placed and approved by the Audit Committee.
During the financial year 2024-25, the Company had not entered into any
contract / arrangement / transaction with related parties which could be
considered material in accordance with the provisions of the Act. Hence, the
disclosure of related party transactions in Form AOC-2 is not applicable.

The Company has framed a policy on Related Party Transactions and the
same has been displayed on the Company’s website www.celebritygroup.com.

During the financial year 2024-25, there were no materially significant
transactions with the related parties, which were in conflict with the interests of
the Company and that require an approval of the Members in terms of the
SEBI Listing Regulations.

14. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any subsidiary or associate or joint venture
company.

15. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION
& ANALYSIS

The Corporate Governance Report and Management Discussion & Analysis
which forms part of this report are set out separately along with the Certificate
from the Secretarial Auditors of the Company regarding compliance of conditions
of Corporate Governance and Certificate from a Company Secretary in practice
that none of the directors on the Board of the Company have been debarred or
disqualified from being appointed or continuing as directors of companies by
the Board/Ministry of Corporate Affairs or any such statutory authority as
stipulated in Schedule V read with Regulation 34(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

16. COMPLIANCE WITH CODE OF CONDUCT

The Company has framed a Code of Conduct for all the members of the Board
and Senior Management personnel of the Company. The Code of Conduct is
available on the Company’s website: www.celebritygroup.com.

All members of the Board and senior management personnel have affirmed
compliance to the Code as on March 31,2025.

As stipulated under Regulation 34 (3) and Schedule V (D) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 a declaration

Signed by Mr. Vidyuth Rajagopal, Managing Director to this effect is annexed
to the report on Corporate governance, which forms part of this annual report.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the requirements of Section 135 and Schedule VII of the
Companies Act, 2013 read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, as amended, the Board of Directors have adopted a
policy on CSR as recommended by the CSR committee duly constituted and
the said policy is available on the Company’s website www.celebritygroup.com.
The composition and terms of reference of the CSR Committee is detailed in
the Corporate Governance report forming part of this annual report.

During the Period under review, the provisions of the CSR is not applicable to
the Company.

18. ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to Section 177 (9) of Companies Act, 2013 and Regulation 22 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the
Company has a vigil mechanism established, to enable all employees and the
directors to report in good faith about any violation of the Policy. The Audit
Committee of the Board oversees the functioning of Whistle Blower Policy.
The Whistle Blower Policy covering all employees and directors is hosted in
the Company’s Website www.celebritygroup.com.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors:

a. Appointment of Independent Director

On recommendation of the Nomination and Remuneration Committee, the
Board had considered and approved the appointment of Mr. Jandhyala Suresh
(DIN: 10664467), as Additional Independent Director of the Company with
effect from 15^th July 2024 for a term of five consecutive years and same was
regularized by the Shareholders on 16^nd September 2024 in the AGM.

b. Retirement of Independent Directors on Completion of Second Term

Mr. K. Sridhar (DIN: 02916536) ceased to hold office as an Independent
Director of the Company upon completion of his second term on 31 ^st July,
2024.

c. Resignations

There were no resignation of Director/KMP during the year under review.

d. Retirement by Rotation

Mr. Venkatesh Rajagopal, (DIN 00003625) Non-Executive Director, retires by
rotation and being eligible, offers himself for re-appointment. Based on the
recommendation of the Nomination and Remuneration Committee, the Board
recommends the re-appointment of Mr. Venkatesh Rajagopal as director, liable
to retire by rotation.

The Board recommends the aforementioned re-appointment for approval of
the members at the ensuing AGM. Brief resume, expertise in specific functional
areas, names of listed companies in which the above-named director hold
directorships, committee memberships/ chairmanships, disclosure of
relationships between directors inter-se, shareholding etc., are furnished in
notice of the ensuing AGM.

e. Key Managerial Personnel:

There was no appointment of KMP during the year under Review. However the
post completion of year:

a) Mr. H. Narayanarao (Membership No:A47309) resigned from the position
of Company Secretary and Compliance officer with effect from 30^th April
2025 after the closure of the business hours due to personnel reasons.

b) Mr. S.Vivekanandan (Membership No:A75249) appointed as a Company
Secretary and Compliance officer of the Company with effect from 29^th
July 2025.

The following are the Key Managerial Personnel of the Company:

1. Mr. Vidyuth Rajagopal - Managing Director

2. Mrs. Rama Rajagopal - Whole Time Director

3. Mr. S. Venkataraghavan - Chief Financial Officer

4. Mr. S.Vivekanandan - Company Secretary

f. Re-appointment

a. Pursuant to the recommendation of the Nomination and Remuneration
Committee, the Board of Directors in its meeting held on 14^th February
2024 recommended to the shareholder for the approval of the re¬
appointment of Mr. Vidyuth Rajagopal (DIN: 07578471) as a Managing
Director for a period of 3 years with effect from 08^th August 2024.
Subsequently, it was approved by the shareholders of the Company by
special resolution dated 24^th June 2024.

b. Pursuant to the recommendation of the Nomination and Remuneration
Committee, the Board of Directors in its meeting held on 02^nd August 2024
recommended to the shareholder for the approval of the re-appointment of
Mrs. Rama Rajagopal (DIN:00003565) as Whole-Time Director for a period
of 3 years with effect from 10^th November 2024. Subsequently, it was
approved by the shareholders of the Company by special resolution held
on 16^th September 2024.

c. Pursuant to the recommendation of the Nomination and Remuneration
Committee, the Board of Directors in its meeting held on 02^nd August 2024
recommended to the shareholder for the approval of the re-appointment of
Mr. Manoj Mohanka (DIN:00128593) as an Independent Director for a
second term of five consecutive years with effect from 11^th November
2024. Subsequently, it was approved by the shareholders of the Company
by special resolution held on 16^th September 2024.

20. EMPLOYEE STOCK OPTION PLAN (ESOP)

During the financial year ended 31^st March 2025 there were no pending options
to be vested or exercised.

21. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of
the Company confirming that they meet the criteria of independence as
prescribed under Section 149(6) of the Companies Act, 2013 and Regulation
16(b) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and they are independent of the
management. The Board of Directors is of the opinion that the Independent
Directors of your Company possess requisite qualifications, experience,
expertise (including proficiency) and they hold the highest standards of integrity
that enables them to discharge their duties as the Independent Directors of
your Company. Further, in compliance with Rule 6(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, all Independent
Directors of the Company have registered themselves with the Indian Institute
of Corporate Affairs.

22. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013
read with Rule 12(1) of the Companies (Management and Administration)
Rules, 2014, a copy of the annual return is placed on the website of the
Company at www.celebritygroup.com

23. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 8 (Eight) times during the financial year 2024-25
i.e., 29^th' May 2024, 02^nd August 2024, 12^th November 2024, 08^th January 2025,
28^th January 2025, 04^th February 2025, 12^th February 2025 & 24^th March 2025
The intervening gap between the meetings was within the period prescribed
under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The details of all Board/ Committee meetings
held are given in the Corporate Governance Report.

24. AUDIT COMMITTEE

Pursuant to Section 177 (8) of Companies Act 2013, the particulars relating to
the Composition, terms of reference and other details about the Audit Committee
has been detailed in the Corporate Governance Report which forms part of this
Annual Report.

During the year all the recommendations of the Audit Committee were accepted
by the Board.

25. REMUNERATION POLICY

The Remuneration policy of the company has been structured to match the
market trends of the industry, qualifications and experience of the employee
and responsibilities handled by them.

The Policy inter alia provides for the following:

a) attract, recruit, and retain good and exceptional talent.

b) list down the criteria for determining the qualifications, positive attributes,
and independence of the directors of the Company.

c) ensure that the remuneration of the directors, key managerial personnel
and other employees is performance driven, motivates them, recognises
their merits and achievements, and promotes excellence in their
performance.

d) motivate such personnel to align their individual interests with the interests
of the Company, and further the interests of its stakeholders.

e) ensure a transparent nomination process for directors with the diversity of
thought, experience, knowledge, perspective, and gender in the Board;
and

f) fulfill the Company’s objectives and goals, including in relation to good
corporate governance, transparency, and sustained long term value
creation for its stakeholders.

Particulars pertaining constitution of the Nomination and remuneration Committee
and its terms of reference has been detailed in the Corporate Governance
Report which forms part of this Annual Report.

26. MANAGERIAL REMUNERATION RECEIVED FROM COMPANY, HOLDING
OR SUBSIDIARY COMPANY

During the year, the Company has no holding or subsidiary company.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not made any investment.
Further, the Company has not given any loans or corporate guarantee or
provided any security during the year.

28. MATERIAL CHANGES & COMMITMENTS

No material changes and commitments have occurred after the closure of the
Financial Year 2024-25 till the date of this Report, which would affect the
financial position of the Company.

29. BOARD EVALUATION

The Board has carried out an annual evaluation of its own performance, the
directors and also Committees of the Board based on the guidelines formulated
by the Nomination & Remuneration Committee under Self-evaluation method.
Board composition, quality and timely flow of information, frequency of
meetings, and level of participation in discussions were some of the parameters
considered during the evaluation process. The Board, upon evaluation, considered
that the Board is well balanced and diverse and is commensurate with the
business profile and size of the Company. The Board reviewed and noted with
satisfaction of its own performance and that of its committees and individual
Directors.

30. DISCLOSURE AS PER THE COMPANIES (ACCOUNTS) RULES, 2014

Change in nature of business, if any: Nil

The name of Companies which have become or ceased to be its subsidiaries,
Joint Ventures, or Associate companies during the financial year: Not Applicable

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS OF THE COMPANY

The Company was not in receipt of any orders from the regulator / courts /
tribunals impacting the going concern status of future operations of the
Company.

32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size,
scale, and complexity of its operations. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of the Audit
Committee of the Board & to the Chairman & Managing Director. The Internal
Auditor monitors and evaluates the efficacy and adequacy of internal control
system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company. Based on the report
of internal audit function, process owners undertake corrective action in their
respective areas and there by strengthen the controls. A report of Auditors
pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the
adequacy of Internal Financial Controls is annexed with the Auditors report.

Adequate systems and processes, commensurate with the size of the Company
and of its business are put in place to ensure compliance with the provisions
of all applicable laws and such systems and processes are operating effectively.

Audit Committee and Board of Directors of the Company were appraised on
the performance of the IFC.

33. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

Pursuant to section 134 (3) (n) of the Companies Act, 2013 the company has
framed Risk Management Policy which lays down the framework to define,
assess, monitor, and mitigate the business, operational, financial, and other
risks associated with the business of the Company. The Company has been
addressing various risks impacting the Company in Management Discussion
and Analysis Report which forms part of this Annual Report.

During the year under review, the company has not identified any element of
risk which may threaten the existence of the company.

34. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR

In compliance with the requirements of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has put in place a familiarization
programme for the Independent Directors to familiarize them with their role,
rights and responsibility of the Directors, the working of the Company, nature
of the Industry in which the Company operates, business model, etc.. The
details of such familiarization programmes for the Independent Directors are
disclosed on the website of the Company www.celebritygroup.com.

35. AUDITORS
Statutory Auditors

The Company at its 33^rd AGM held on 09^th September 2022 reappointed M/s
SRSV & Associates, Chartered Accountants, Chennai, having Firm Registration
No. 015041S allotted by the Institute of Chartered Accountants of India, as
Statutory Auditors of the Company to hold office, for the second term of five
consecutive years from the conclusion of 33^rd AGM till the conclusion of 38^th
AGM, at such remuneration in addition to applicable taxes, out of pocket
expenses, travelling and other expenses as may be mutually agreed between
the Board of Directors of the Company and the Auditors.

The Statutory Auditors will continue to hold office for the Third year in the
second term of five consecutive years, from the conclusion of this AGM. The
Company has obtained necessary certificate under Section 141 of the Act,
2013 conveying their eligibility for being the Statutory Auditors of the Company
for the year 2024 - 25.

The Statutory Auditors’ Report for the financial year 2024-25 does not contain
any qualification, reservation or adverse remark and the same is attached with
the annual financial statements.

Secretarial Auditor

In terms of Section 204(1) of the companies Act 2013, read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014, the Board of Directors has appointed M/s. BP & Associates, Practicing
Company Secretaries, Chennai as Secretarial Auditors of the Company for
conducting the Secretarial Audit for the financial year 2024-2025. The report of
the Secretarial Auditor is Annexure - 2 to this report.

The Secretarial Audit report for the financial year ended 31st March 2025
contains qualification and clarification by the Board is as follows:

Further, pursuant to the amended provisions of Regulation 24A of the Listing
Regulations and Section 204 of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors have approved and recommended the appointment of
M/s. BP & Associates, Peer Reviewed Firm of Company Secretaries in Practice
(Firm Registration Number: 7014/2025) as Secretarial Auditors of the Company

for a term of up to 5(Five) consecutive years to hold office from the conclusion
of ensuing AGM till the conclusion of 40th AGM of the Company to be held in
the Year 2030, for approval of the Members at ensuing AGM of the Company.
Brief profile and other details of M/s. BP & Associates Company Secretaries
in Practice, are separately disclosed in the Notice of ensuing AGM.

Internal Auditors

Pursuant to Section 138 of the Companies Act 2013 read with rule 13 of The
Companies (Accounts) Rules, 2014 and all other applicable provisions (including
any amendment thereto) if any of the Companies Act, 201 3 and as
recommended by the audit committee M/s. RVKS & Associates, Chartered
Accountants, Chennai were re-appointed as the Internal Auditors of the company
for the Financial Year 2024-2025

The audit conducted by the Internal Auditors is based on an internal audit plan,
which is reviewed each quarter in consultation with the Audit Committee. These
audits are based on risk-based methodology and inter alia involve the review
of internal controls and governance processes, adherence to management
policies and review of statutory compliances. The Internal Auditors share their
findings on an ongoing basis during the financial year for corrective action.
The Audit Committee oversees the work of Internal Auditors.

Cost records and cost audit

Maintenance of cost records and requirement of cost audit as prescribed under
the provisions of Section 148(1) of the Companies Act, 2013 are not applicable
for the business activity carried out by the Company.

36. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditors
have not reported any instances of frauds committed in the Company by its
Officers or Employees, to the Audit Committee under Section 143(12) of the
Act, details of which needs to be mentioned in this Report.

37. LISTING

The Equity Shares of your Company are listed on the BSE Limited (BSE) and
the National Stock Exchange of India Limited (NSE). The applicable annual
listing fees have been paid to the Stock Exchanges before the due dates. The
Equity Shares of your Company were not suspended from trading on BSE and
NSE at any point of time during the Financial Year 2024-25.

38. DISCLOSURE UNDER SECTION 67 (3) (C) OF THE COMPANIES ACT, 2013

No disclosure is required under section 67 (3) (c) of the Companies Act, 2013
read with Rule 16(4) of Companies (Share Capital and Debentures) Rules,
2014, in respect of voting rights not exercised directly by the employees of
the Company as the provisions of the said section are not applicable.

39. PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration and other details as required in terms of
the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
given in Annexure 1, which forms part of this Report.

Further, the information pertaining to Rule 5(2) and 5(3) of the aforesaid Rules,
pertaining to the names and other particulars of employees is available for
inspection at the Registered office of the Company during business hours and
the Annual Report is being sent to the members excluding this. Any shareholder
interested in obtaining a copy of the same may write to the Company Secretary
and Compliance Officer at the Registered Office address or by email to
investorservices@celebritygroup.com.

40. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the financial year 2024-25, no unpaid or unclaimed dividend was required
to be transferred to IEPF.

41. DISCLOSURE AS REQUIRED UNDER SEXUAL HARASSMENT OF
WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013. 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 Financial year ended 31st March, 2025, the Company has not
received any complaints pertaining to Sexual harassment of Women at the
Workplace. The Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

42. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, to
the best of their knowledge and ability, confirm that:-

a) in the preparation of the Annual accounts for the financial year ended 31^st
March 2025, the applicable accounting standards have been followed and
there are no material departures;

b) they had in consultation with Statutory Auditors, selected 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, 2025 and of the profit of
the Company for the year ended on that date;

c) they 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) they have prepared the annual accounts on a going concern basis;

e) they have laid down adequate internal financial controls, which are adequate
and are operating effectively;

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

43. CREDIT RATING

The ratings for the Company’s borrowing are available in the Corporate
Governance Report.

44. CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / FOREIGN
EXCHANGE

A. Conservation of Energy:

The operations of the Company are not energy - intensive. However, wherever
possible, the Company strives to curtail the consumption of energy on a continuing
basis.

B. Technology absorption : Not applicable.

C. Foreign Exchange Earnings and Outgo :

a. Total Foreign exchange earned (FOB Value) : C 135.63 Crs

b. Total Foreign exchange outgo : C 29.68 Crs

45. HUMAN RESOURCES AND EMPLOYEE RELATIONS

The Board of Directors commends the continued dedication of all its employees.
Details of Human Resources and Employee Relations and matters incidental
there to are provided in the Management Discussion and Analysis Report.

46. SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings
of the Board of Directors’ and ‘General Meetings’ respectively, have been duly
complied by the Company.

47. MATERNITY BENEFIT

The company duly complied with the provisions relating to the Maternity
Benefit Act 1961.

48. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these matters during the
year under review:

• Issue of equity shares with differential rights as to dividend, voting or
otherwise

• Issue of shares (including sweat equity shares) to employees of the
Company under any scheme save and except Employees’ Stock Options
Schemes referred to in this Report.

• the Whole-time Directors of the Company receive any remuneration or
commission from any of its subsidiaries.

• No instances of frauds reported by Auditors under Section 143 (12) of the
Act

• There are no proceeding pending under the Insolvency and Bankruptcy
Code,2016

• There was no instance of one time settlement with any Bank or Financial
Institution.

49. ACKNOWLEDGEMENT

We wish to place on record our sincere appreciation for the support received
from various Central and State Government Departments, organizations, and
agencies. We would also like to acknowledge all stakeholders of the Company,
viz., Shareholders, customers, dealers, vendors, banks, and other business
partners for excellent support received from them during the Financial Year
under review. We also express appreciation to all the employees of the Company
for their commitment and continued contribution to the growth of the Company.

For and on behalf of the Board

Venkatesh Rajagopal

Place : Chennai Chairman

Date : 12^nd August 2025 (DIN: 00003625)