KYC is one time exercise with a SEBI registered intermediary while dealing in securities markets (Broker/ DP/ Mutual Fund etc.). | No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account.   |   Prevent unauthorized transactions in your account – Update your mobile numbers / email ids with your stock brokers. Receive information of your transactions directly from exchange on your mobile / email at the EOD | Filing Complaint on SCORES - QUICK & EASY a) Register on SCORES b) Mandatory details for filing complaints on SCORE - Name, PAN, Email, Address and Mob. no. c) Benefits - speedy redressal & Effective communication   |   BSE Prices delayed by 5 minutes... << Prices as on Oct 21, 2025 >>  ABB India 5243.2  [ 0.27% ]  ACC 1847.35  [ 0.87% ]  Ambuja Cements 567.75  [ 0.39% ]  Asian Paints Ltd. 2508.35  [ -0.22% ]  Axis Bank Ltd. 1235.9  [ 0.80% ]  Bajaj Auto 9109.7  [ -0.27% ]  Bank of Baroda 270.1  [ -0.48% ]  Bharti Airtel 2043.35  [ -0.39% ]  Bharat Heavy Ele 234.6  [ 0.34% ]  Bharat Petroleum 339.05  [ 0.41% ]  Britannia Ind. 6079.05  [ 0.15% ]  Cipla 1663.85  [ 1.50% ]  Coal India 391.05  [ 0.12% ]  Colgate Palm. 2259.4  [ 0.70% ]  Dabur India 506.05  [ 0.30% ]  DLF Ltd. 771.7  [ -0.26% ]  Dr. Reddy's Labs 1289.55  [ 0.56% ]  GAIL (India) 178.2  [ -0.11% ]  Grasim Inds. 2870.35  [ 0.52% ]  HCL Technologies 1487.85  [ -0.53% ]  HDFC Bank 1007.3  [ 0.40% ]  Hero MotoCorp 5646.95  [ 0.15% ]  Hindustan Unilever L 2592.3  [ -0.03% ]  Hindalco Indus. 785.15  [ -0.20% ]  ICICI Bank 1382.2  [ -0.63% ]  Indian Hotels Co 744.2  [ 0.12% ]  IndusInd Bank 758.35  [ -0.17% ]  Infosys L 1472  [ 0.72% ]  ITC Ltd. 412.85  [ -0.02% ]  Jindal Steel 1008.6  [ 0.30% ]  Kotak Mahindra Bank 2196  [ -0.82% ]  L&T 3887.1  [ 0.35% ]  Lupin Ltd. 1943.35  [ -0.07% ]  Mahi. & Mahi 3619.65  [ 0.60% ]  Maruti Suzuki India 16389.5  [ -0.26% ]  MTNL 41.76  [ 0.55% ]  Nestle India 1286.75  [ 0.14% ]  NIIT Ltd. 105.9  [ 1.53% ]  NMDC Ltd. 75.62  [ 0.48% ]  NTPC 342.1  [ 0.00% ]  ONGC 248.05  [ -0.22% ]  Punj. NationlBak 117.7  [ -0.34% ]  Power Grid Corpo 288.75  [ 0.36% ]  Reliance Inds. 1465.15  [ -0.11% ]  SBI 908.1  [ 0.14% ]  Vedanta 475.6  [ 0.35% ]  Shipping Corpn. 231.55  [ 2.41% ]  Sun Pharma. 1690.3  [ 0.10% ]  Tata Chemicals 912.6  [ 1.05% ]  Tata Consumer Produc 1174.6  [ -0.20% ]  Tata Motors Passenge 401.9  [ 0.55% ]  Tata Steel 172.8  [ 0.52% ]  Tata Power Co. 398.45  [ -0.30% ]  Tata Consultancy 3007.25  [ -0.23% ]  Tech Mahindra 1448.3  [ 0.25% ]  UltraTech Cement 12346.5  [ 0.08% ]  United Spirits 1359.55  [ -0.44% ]  Wipro 241.45  [ 0.08% ]  Zee Entertainment En 104.4  [ 0.24% ]  

Company Information

Indian Indices

  • Loading....

Global Indices

  • Loading....

Forex

  • Loading....

WEP SOLUTIONS LTD.

21 October 2025 | 12:00

Industry >> IT Consulting & Software

Select Another Company

ISIN No INE434B01029 BSE Code / NSE Code 532373 / WEPSOLN Book Value (Rs.) 17.09 Face Value 10.00
Bookclosure 23/08/2025 52Week High 40 EPS 1.09 P/E 23.95
Market Cap. 96.36 Cr. 52Week Low 24 P/BV / Div Yield (%) 1.53 / 1.91 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your directors are pleased to present the 30th Annual Report of the Company along with
the Audited Financial Statements for the Financial Year ended March 31, 2025.

Financial Performance

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

Particulars

2024-25

2023-24

Revenue from Operations

6479.28

6884.37

Other Income

159.92

85.50

Total Revenue

6639.20

6969.87

Profit /Loss Before Depreciation, Interest and Taxes

1670.70

1464.12

Finance Cost

133.84

49.92

Depreciation and Amortization

967.84

847.53

Profit/Loss Before Tax

569.02

566.67

Provision for Tax

166.48

179.41

Other Comprehensive Income

(3.27)

(1.23)

Profit/(Loss) for the Year

399.27

386.02

Earnings Per Share (Equity share par value Rs. 10/-each)

Basic (Rs. per share)

1.10

1.06

Diluted (Rs. per share)

1.09

1.05

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review as stipulated under
Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
as amended is presented in a separate section forming integral part of this Annual Report.

Dividend and Reserves

Your Directors are pleased to recommend a final Dividend of Rs. 0.50/- per equity share
of face value of Rs. 10/- for the year ended 31st March 2025. The Final Dividend, subject
to the approval of Members at the Annual General Meeting on 30th August, 2025, will be
paid to the Members whose names appear in the Register of Members, as on the Record
date i.e., 23rd August, 2025. Your Directors do not propose to transfer any amount to the
General Reserves. In view of the changes made under the Income-tax Act, 1961, dividends
paid or distributed by the Company shall be taxable in the hands of the Shareholders. Your
Company shall, accordingly, make the payment of the Final Dividend after deduction of tax
at source as applicable.

Unpaid/Unclaimed Dividends

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education
and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules')
dividends not encashed/claimed within seven years from the date of declaration are to be
transferred to the Investor Education and Protection Fund ('IEPF') Authority.

The IEPF Rules mandate Companies to transfer shares of Members whose dividends remain
unpaid/unclaimed for a continuous period of seven years to the demat account of IEPF
Authority. The Members whose dividend/shares are transferred to the IEPF Authority can
claim their shares/ dividend from the Authority.

The Company has uploaded the unpaid and unclaimed dividend details lying with the
Company for the dividend declared previously, on the Company's website at wepsol.com.
The shareholders are requested to verify their records and claim their unclaimed dividends
for the past year, if not claimed.

Share Capital

During the year under review, the Company has issued and allotted 2,05,400 Equity Shares
of Rs.10/- each at an exercise price of Rs.10/- per share to the eligible employees pursuant
to exercise of stock options granted under Employee Stock Option Plan 2011 and Employee
Stock Option Plan 2016.

Consequently, the Paid-up Equity Share Capital of the Company as on 31st March 2025
stood at Rs. 36,80,57,120/- consisting of 3,68,05,712 Equity Shares of Rs. 10/- each.

Public Deposit

During the year under review, your Company has not accepted any deposit within
the meaning of Section 73 and 74 of the Companies Act 2013 read with the Companies
(Acceptance of Deposit) Rules,2014 (including any statutory modification(s) or re-
enactment(s) for the time being in force).

Corporate Governance

Pursuant to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 as amended, your company adheres to all the Corporate Governance
Code as prescribed by the BSE Ltd. and Securities and Exchange Board of India (SEBI).

A detailed Corporate Governance Report is made a part of this Annual Report. A certificate
from Practicing Company Secretary regarding Compliance of the conditions of Corporate
Governance as stipulated in Regulation 27 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 as amended is attached to this report.

Board of Directors

Company's Policy relating to appointment/re-appointment of Directors, Payment of
Managerial Remuneration, Induction, Performance Evaluation and other related matters
are as mentioned below:

A. Appointments and Inductions

During the year under review, Mr. Pradeep S was appointed as the Chief Financial Officer of
the company with effect from 10th February 2025.

B. Retirement by Rotation and Subsequent Re-appointment

Mr. Ayyagari Lakshmana Rao is liable to retire by rotation at the ensuing Annual General
Meeting. Mr. Ayyagari Lakshmana Rao has confirmed his eligibility and willingness to accept
the office of the Director of your Company, if confirmed by the Members at the ensuing
Annual General Meeting.

C. Resignation of Director

During the year under review, the Board received the resignation of Mr. Sandeep Kumar
Goyal from the offices of Whole time Director & CFO with effect from 31st January 2025.
However, he was redesignated as a Non-executive Director with effect from 1st February
2025.

D. Performance Evaluation of Director

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015, performance evaluation of the
Board, its committees and individual Directors was conducted.

A separate meeting of the Independent Directors was convened, which reviewed the
performance of the Board as a whole, the Non-Independent Directors and the Chairman of
the Company against the objectives set at the beginning of the year.

Board Evaluation

In compliance with the Act and Listing Regulations, the Board carried out an annual
evaluation of its performance as well as of the working of its committees and individual
directors including Chairman of the Board. The evaluation of the Board, its sub committees,
the Chairperson, and individual directors was conducted in the month of June 2025, using a
digital software that provided confidentiality and anonymity to the respondents. The criteria
used for evaluation included, among others, attendance, contribution of the individual
Directors, the effectiveness and efficiency of the sub-committees and the Board as a whole.

The members evaluated the Board's performance at 4.2 on a 5-point scale. The
Committees of the Board were evaluated on aspects such as mandate, composition and
terms of reference of the Committees, reviews and decision making, core governance and
compliance as a whole.

The performance evaluations of the Independent Directors were carried out by the entire
Board, excluding the Directors being evaluated. The performance evaluation of the chairman
and the Non-Independent Directors were carried out by the Independent Directors who
also reviewed the performance of the board as a whole.

Areas identified for improvement for the Board meeting are:

1. Increase the time spent for discussion on strategy and growth and reduce the time on
operational review.

2. While some progress was seen in the areas identified in the previous year, more needs
to be done with regard to:

a. Succession planning for the senior management, and

b. Infusing new members to the Board to bring in fresh perspective.

Members of the Board were satisfied with the performance of all the three sub-committees-
Audit, NRC and Shareholder Grievance committee. Areas for improvement of individual
members including the Chairperson and CEO identified through the Board evaluation
process was shared by the Chairperson of the NRC with the respective individuals.

E. Committees of the Board

The details of the powers, functions, composition and meetings of the Committees of
the Board held during the year are given in the Report on Corporate Governance section
forming part of this Annual Report.

F. Independent Directors' Declaration

Independent Directors have submitted a declaration that each of them meets the criteria
of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation
25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (including
any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Further, there has been no change in the circumstances which may affect their status as
'Independent Director' during the year under review.

G. Familiarization Program for Independent Directors

Pursuant to Regulation 25(7) and Regulation 46(2) (i) of Chapter IV of the SEBI (Listing
Obligations and Disclosure Requirement) Regulations, 2015, the Company conducts the
'Familiarization Program' when a new Independent Director joins the Board of the Company.

'Familiarization Program' provide an opportunity to the Independent Directors to interact
with the senior leadership team of the Company and help them to understand their roles,
rights and responsibilities, Company's strategy, business model, operations, service and
product offerings, markets, organization structure, finance, human resources, technology,
quality, facilities and risk management and such other areas as may arise from time to
time. The details of the 'Familiarization Program' have also been uploaded on the website
of the Company at wepsol.com

H. Statutory Disclosures

None of the Directors of your company are disqualified as per the provisions of section 164(2)
of the Companies Act, 2013. Your Directors have made necessary disclosure as required
under various provisions of section of the Act and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

I. Maternity Benefit Act, 1961

The Company has observed compliance with the provisions of the Maternity Benefit Act,
1961 for the financial year end 2024-25.

Directors' Responsibility Statement

Pursuant to the requirements under Section 134(5) of Companies Act 2013 with respect to
the Directors' Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the Financial Year 2024-25, the
applicable accounting standards had been followed and there are no material
departures;

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 at the end of
the financial year and of the profit and loss of the company for that period.

c. The Directors 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;

d. The Directors had prepared the annual accounts on a going concern basis;

e. The Directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were

operating effectively; and

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.

Material Changes and Commitments

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

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/ Outgo

The information pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required under Section 134(3) (m) of the Companies Act
2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure I
forms an integral part of this report.

Number of Meetings of the Board

The Board met Five times during the Financial Year 2024-25, the details of which are given
in the Corporate Governance Report that forms part of this Annual Report. The intervening
gap between any two meetings was within the period prescribed by the Companies Act
2013.

Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on
March 31, 2025 is available on the Company's website at
wepsol.com

Credit Rating

During the year under review, the Company was assigned a rating of CARE BBB Minus
(Stable) for the Long-Term Bank Facilities and CARE A3 for the Short-Term Bank Facilities by
CARE Ratings Limited.

Corporate Social Responsibility

Pursuant to Section 135 of the Companies Act 2013 the company is obligated to spend on
Corporate Social Responsibility for FY 2024-25. Since the CSR expenditure for FY 2024-25
is less than Rs. 50 lakhs the Company is not required to constitute a CSR Committee. The
details of the CSR projects are given as
Annexure II to this report.

Particulars of Loans, Guarantees and Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013
form part of the notes to the financial statements provided in this Annual Report.

Statutory Auditors and their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed
thereunder, M/s Guru & Jana, Chartered Accountants, Bangalore (Firm Registration Number:
006826S) were appointed as Statutory Auditors in the 26th Annual General Meeting of the
Company held in the year 2021 for a term of two years upto the conclusion of the 28th
Annual General Meeting to be held in the year 2023. They were subsequently reappointed in
the 28th Annual General Meeting held in the year 2023 for a further period of five years, up
to conclusion of the 33rd Annual General Meeting to be held in the year 2028.

The Report given by the Auditors on the financial statement of the Company is part of this

Report. There has been no qualification, reservation, adverse remark or disclaimer given by
the Auditors in their Report.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of
the Company in the year under review. The observations of the Auditor, together with notes
to accounts referred to in the Auditors' Report are self explanatory and do not call any
further explanation from the Directors.

Secretarial Auditor and Auditors Report

Pursuant to the provisions of the Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed
BMP & Co, LLP, Practicing Company Secretary, Bangalore (LLPIM: AAI-4194) to undertake the
Secretarial Audit of your Company for the Financial Year 2024-25. The Secretarial Audit
Report for the Financial Year ended 31st March 2025 in Form MR 3 is presented in Annexure
III attached to this report. The Report does not contain any qualifications, reservation or
adverse remarks or disclaimers.

Compliance with Secretarial Standards

During the year under review, your Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.

Related Party Transactions

All transactions entered with Related Parties for the year under review were on arm's length
basis and in the ordinary course of business and that the provision of Section 188(1) of the
Companies Act, 2013 are not attracted.

During the year under review, the Company has not entered into any Contract/arrangement/
transactions with related parties that will qualify as material in accordance with the policy
of the Company on materiality of related party transactions. Related Party Transactions,
if any, are placed before the Audit Committee and the Board for review and approval on
annual basis.

Form AOC 2 pursuant to clause (h) of Section 134(3) of the Companies Act, 2013 and Rule
8(2) of the Companies (Accounts) Rules, 2014 is furnished in
Annexure IV attached to this
report.

The Policy to determine materiality of related party transactions and dealing with related
party transactions as approved by the Board of Directors is available on the Company's
website wepsol.com.

Risk Management

The Company has a well-defined process in place to ensure appropriate identification
and treatment of risks. The identification of risks is done at strategic, business, operational
and process level. While the mitigation plan and actions for risks belonging to strategic,
business and key critical operational risks are driven by senior leadership, for rest of the
risks, operating managers drive the conception and subsequent action and mitigation plan.

The key strategic, business and operational risks which are significant in terms of their
impact to the overall objectives of the Company along with status of the mitigation plans
are periodically presented and discussed in the Audit Committee meetings. Inputs from the
Committee are duly incorporated in the action plans. All significant risks are well integrated
with functional and business plans and are reviewed on a regular basis by the senior

Internal Financial Control System and Adequacy

According to Section 134(5)(e) of the Companies Act 2013, the term Internal Financial
Control (ifc) means the policies and procedures adopted by the company for ensuring the
orderly and efficient conduct of its business, including adherence to company's policies,
safeguarding of company's assets, the prevention and detection of frauds and errors, the
accuracy and completeness of accounting records and timely preparation of reliable
financial information.

The Company's internal control systems are commensurate with its size and the nature
of its operations. The Company has well placed, proper and adequate Internal Financial
Control (IFC) which ensures that all assets are safeguarded and protected and that the
transactions are authorized, recorded and reported correctly. The Internal Auditors of the
Company M/s JAA & Associates, Chartered Accountants, Bangalore independently evaluate
the adequacy of internal controls and concurrently audit the majority of the transactions in
value terms.

Independence of audit is ensured by direct reporting of the Internal Auditors to the Audit
Committee of the Board.

During the year, the Internal Auditors have also been engaged for providing assistance in
improving Internal Financial Control (IFC) framework.

Significant and Material Orders Passed by the Regulators or Courts

During the year under review, no significant material orders were passed by the Regulators
or Courts or Tribunals impacting the going concern status and your Company's operations.

Employee Stock Option Plan

The Company has Employee Stock Option Plan 2011, Employees Stock Option Plan 2016 and
Employees Stock Option 2023 which is administered by the Nomination and Remuneration
Committee for the benefit of employees. During the Financial Year 2024-25, there has been
no change in the Employee Stock Option Plan 2011 and Employees Stock Option Plan 2016
of the Company. During the period under review, 2,05,400 Equity Shares Options were
exercised by the employees.

The Company, from time to time, provides share-based payments to its employees.
These payments are provided in the form of stock options that can be exercised once
the employee has completed specified service term with the Company. All share-based
employee payments will be settled in Equity Shares. Pursuant to Rule 12 of the Companies
(Share Capital and Debentures) Rules, 2014 and as required under the Securities and
Exchange Board of India Regulations, the applicable disclosures as on 31st March 2025 is as
tabulated below:

ESOP Plan 2011

ESOP Plan 2016

ESOP Plan
2023

Date of Shareholders' Approval

27th

September

2011

22nd

September

2016

21st

September,

2023

Total number of Options approved
under the scheme

6,00,000

6,00,000

8,00,000

Vesting Schedule

As per grant
letter

As per grant
letter

As per grant
letter

Exercise Price

Rs. 10 per
share

Rs. 10 per
share

Rs. 10 per
share

Exercise Period

5 Years from
the date of
vesting

5 Years from
the date of
vesting

5 Years from
the date of
vesting

Option movements during the year

Options outstanding at the
beginning of the year

117400

287100

Nil

Options granted during the year

Nil

Nil

116000

Options Lapsed during the year

7500

53800

25000

Options exercised during the year

69100

136300

Nil

Variations of terms of Options

None

None

None

Money realised by exercise of
Options (Rs.)

691000

1363000

None

Total number of Options in force as
at the end of the year

40,800

97000

91000

Vested and available for exercise

2000

17500

Nil

Unvested

38800

79500

91000

*ESOP 2023 Plan was approved in the AGM dated 21st September, 2023.

Vigil Mechanism/Whistle Blower Policy

Your Company's Vigil Mechanism provides a formal mechanism to the Directors and
Employees to report their concerns about unethical behaviour, actual or suspected fraud
or violation of the Company's Code of Conduct or ethics policy. The Policy provides for
adequate safeguards against victimization of Directors and Employees who avail of the
mechanism and have provided them direct access to the Chairman of the Audit Committee.
It is affirmed that no personnel of the Company have been denied access to the Audit
Committee.

During the year under review, no employee was denied access to the Audit Committee.
During the Financial Year 2024-25, Company has received NIL complaint. The Whistle Blower
Policy as approved by the Board of Directors is available on the Company's website
wepsol.
com
.

Prevention of Sexual Harassment of Women at Workplace

The Company has in place a Prevention of Sexual Harassment Policy in line with requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under
this policy. Internal Complaints Committee has been set up across locations in India to
redress complaints received regarding sexual harassment. The cases reported to such
Committee are investigated by the respective Committee members and the detailed report
thereon is presented to the Board of Directors on a regular basis.

The Company has zero tolerance for sexual harassment at workplace and has adopted
a policy on prevention, prohibition and redressal of sexual harassment of woman at
workplace and to provide a platform for redressal of complaints and grievances against
sexual harassment. During the Financial Year 2024-25, Company has not received any
complaint on sexual harassment.

a. Number of complaints of sexual harassment received in the year: Nil

b. Number of complaints disposed off during the year: Nil

c. Number of cases pending for more than 90 days: Nil

Research and Development

WeP has dedicated Research & Development team focused on Retail, Printer and Application
Specific Printer products solutions. WeP R&D has complete in-house facility for executing
projects from concept to product involving various engineering domains like Electro
Magnetics, Power Electronics, Thermal and Vibration. WeP with rich experience in design
and development of mechatronics products has delivered 300 varieties of products. WeP
design team has delivered products that deal with dynamics of mechanical components
and its behavioral study with electronics for all extreme conditions and adherence to the
International Standards and Certifications. R&D team has executed several application
specific printer projects for Voting Machine, Petrol Bunk, Retail Automation, Pharmacy and
Dairy Segments.

Policies of Company

Your Company has posted the below mentioned policies on its website wepsol.com under
the heading
'Investor Corner'.

a. Code of Conduct for Directors and Senior Management Personnel

b. Whistle Blower's Policy

c. Prevention of Sexual Harassment Policy

d. Related Party Transaction Policy

e. Compensation Policy

f. Internal Code for Prevention of Insider Trading

g. Policy for Determining Material Subsidiaries

h. Policy for Determining Materiality of Event or Information

i. Policy for Preservation of Documents

j. Familiarization Program for Independent Director

Particulars of Employees

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
in respect of employees of the Company, shall be provided on request. The Company is
not having any employee drawing remuneration exceeding the limits as specified under
the Companies Act, 2013. The applicable disclosures as on 31st March 2025 pursuant to the
provisions of Companies Act, 2013 is furnished in
Annexure V and is attached to this report.

Depository System

The Company's shares are tradable compulsorily in electronic mode. In India there are
two depositories i.e. National Securities Depositories Limited (NSDL) and Central Depository

Services (India) Limited (CDSL). To facilitate trading in DEMAT form; Company has established
connectivity with both the depositories. Currently about 99.18 % of the Issued Capital is held
in electronic mode.

Statutory Information and other Disclosures

There has been no change in the nature of business of the Company during the year under
review.

Listing Fees

The Company confirms that it has paid the Annual Listing Fees for the Financial Year 2024¬
25 to BSE Ltd.

Human Resources

As a part of company's drive to continue to nurture talent, your company has developed
structured HR policies and programs in the area of resourcing, performance management
system, and competency based training and development and talent management to
support the current and future need of the organization. Your Directors take this opportunity
to record their appreciation for the contribution of all employees of your company during
the year.

Industrial Relations

Your company has always considered its workforce as its valuable assets and continues
to invest in their excellence and development programs. Your company has taken several
initiatives for enhancing employee engagement and satisfaction. Your company maintains
healthy, cordial and harmonious industrial relation at all levels. The industrial relation in all
respect to all other manufacturing facilities and divisions of your company is normal.

Green Initiative

Your Company is concerned about the environment and utilizes natural resources in a
sustainable way. The Ministry of Corporate Affairs (MCA) Government of India, through its
Circular Nos. 17/2011 and 18/2011 dated 21st April, 2011 and 29th April, 2011, respectively has
allowed the companies to send official documents to their shareholders electronically as
part of its green initiative in Corporate Governance.

Recognizing the spirit of the Circulars issued by the MCA, we are sending the documents like
Notice convening the General Meetings, Financial Statements, Director's Report, Auditor's
Report and other documents to the e-mail address provided by you with the relevant
depositories, we request you to update your mail address with your depository participants
to ensure that the Annual report and other documents reach you on your preferred mail.

Acknowledgments

Your Directors wish to convey their gratitude and place on record their appreciation for all
the employees at all levels for their hard work, solidarity, cooperation and dedication during
the year.

Your Directors sincerely convey their appreciation to Customers, Shareholders, Vendors,
Bankers, Business Associates, Regulatory and Government authorities for their continued
support and cooperation.

For and on Behalf of the Board of Directors

Place: Bangalore Ram N Agrawal

Date: 21st July, 2025 Chairman and Non-Executive Director