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06-08-2025 | 11:08 am

SHRADHA AI TECHNOLOGIES LIMITED

(Formerly known as Shradha Industries Limited)

CIN: L51227MH1990PLC054825

Registered Office: 1st floor, 345, Shradha House, Kingsway Road, Nagpur — 440001, Maharashtra, India

Email id: shradhaindustrieslimited1@gmail.com,

Website: https://shradhaaitechnologies.com/, Phone No.: 0712-6617181/82

Through Online Filing

SAITL/CS/464

Wednesday, 06th August 2025

To,

Listing Compliance Department,

Metropolitan Stock Exchange of India Limited (MSE),

Vibgyor Towers, 4th Floor, Plot No C-62,

Opp. Trident Hotel, Bandra Kurla Complex,

Bandra (E), Mumbai – 400098

To,

BSE Limited

Phiroze Jeejeebhoy Towers,

Dalal Street,

Mumbai – 400001

Symbol : SHRAAITECH ISIN No. : INE489B01031

Scrip Code: 543976

Subject : Intimation pursuant to Regulation 30 and Regulation 34 for the Thirty-Sixth (36th)

Annual General Meeting of the Company for the Financial Year 2024-2025.

Dear Sir/Madam,

Pursuant to Regulation 30 and 34 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (“Listing Regulations“), we are enclosing herewith a copy of Annual Report and

the notice of the Thirty-Sixth (36th) Annual General Meeting of the Company for the Financial Year

2024-2025 to be held on Friday the 29th August 2025 at 11.30 A.M. through video

conferencing(‘VC’)/other audio visual means (‘OVAM’) to transact the business as set out in the

notice convening the 36th Annual General Meeting.

The said Notice and Annual Report for the financial year 2024-2025 is being sent only through

electronic mode to the shareholders of the Company at their registered e-mail addresses and the

same has also been uploaded on the website of the Company at https://shradhaaitechnologies.com/.

You are requested to take the same on records.

Thanking you.

Yours faithfully,

For SHRADHA AI TECHNOLOGIES LIMITED

(Formerly known as Shradha Industries Limited)

Harsha Bandhekar

Company Secretary & Compliance Officer

ICSI Membership No. A54849

----------------Page (0) Break----------------

TH36

FINANCIAL YEAR

2024 - 2025

ANNUAL ANNUAL

REPORTREPORT

SHRADHA AI TECHNOLOGIES LIMITED

(FORMERLY KNOWN AS SHRADHA INDUSTRIES LIMITED)

CIN: L51227MH1990PLC054825

----------------Page (1) Break----------------

Annual Report 2025

CONTENTS

Corporate Overview

Leadership Team

Chairmen's SpeechBoard's Report

Management Discussion and Analysis Report on Corporate Governance

Certificate on voluntary compliance with the conditions of Corporate Governance &

Non-Disqualification of Directors

Financial Statements

thNotice of Thirty-Sixth (36) Annual General Meeting

Shareholders KYC Updation Form

For Kind Attention of Shareholders

----------------Page (2) Break----------------

BOARD OF DIRECTORS

Mr. Sunil Raisoni

Managing Director (DIN : 00162965)

Mrs. Archana Pankaj Bhole

Non-Executive, Non-Independent Director (DIN : 06737829)

Mr. Siddharth Raisoni

Non-Executive, Non-Independent Director (DIN : 03274539)

Mr. Kalpesh Bafna

Non-Executive, Independent Director (DIN : 07484027)

Mr. Vineet Ladhania

Non-Executive, Independent Director (DIN : 08113413)

Mr. Sahil Jham

Non-Executive, Independent Director (DIN : 10795555)

Ms. Chanda Birendrakumar Sinhababu

Non-Executive, Independent Director (DIN : 07857859)

Mr. Pritam Raisoni

Chief Financial Officer (CFO)

BOARD COMMITTEES

Audit CommitteeMr. Vineet Ladhania - Chairman

(Non-Executive, Independent Director)Mr. Kalpesh Bafna - Member

(Non-Executive, Independent Director)Mr. Sahil Jham - Member

(Non-Executive, Independent Director)Nomination and Remuneration Committee

Ms. Chanda Birendrakumar Sinhababu - Chairperson

(Non-Executive, Independent Director)Mr. Vineet Ladhania - Member

(Non-Executive, Independent Director)Mr. Kalpesh Bafna - Member

(Non-Executive, Independent Director) Stakeholders Relationship Committee

Mr. Kalpesh Bafna - Chairman

(Non-Executive, Independent Director)Mr. Vineet Ladhania - Member

(Non-Executive, Independent Director)Ms. Chanda Birendrakumar Sinhababu - Member

(Non-Executive, Independent Director) Corporate Social Responsibility (CSR) Committee

Mr. Kalpesh Bafna - Chairman

(Non-Executive, Independent Director)Mr. Sunil Raisoni - Member

(Managing Director)Mrs. Archana Pankaj Bhole - Member

(Non-Executive, Non-Independent Director)

COMPANY SECRETARY & COMPLIANCE OFFICER

Ms. Harsha Bandhekar

Company Secretary

(ICSI Membership No. : ACS 54849)

STATUTORY AUDITORS

M/s. Paresh Jairam Tank & Co., (Firm Registration No.

139681W), Chartered Accountants, Nagpur.

BANKERS

IDBI Bank Limited

Wardhaman Urban Co-Operative Bank Limited

ICICI Bank Limited

HDFC Bank Limited

REGISTERED OFFICE

st1 floor, 345, Shradha House, Kingsway Road, Nagpur -

440001, Maharashtra, India

WEBSITE

https://shradhaaitechnologies.com/

Skyline Financial Services Private Limited

Registered Office: 4/505, Dattani Plaza, Andheri Kurla

Road, Safeed Pool, Mumbai- 400072., Maharashtra, India

INTERNAL AUDITORS:

M/s V. K. Surana & Co., (ICAI Firm Registration No.

110634W) Chartered Accountants, Nagpur.

CORPORATE OVERVIEW:

Annual Report 2025

----------------Page (3) Break----------------

MANAGEMENT TEAM

Mr. Sunil Raisoni

Managing Director

Mrs. Archana Bhole

Non- Executive, Non-Independent Director

Mr. Kalpesh Bafna

Non-Executive, Independent Director

Mr. Pritam Raisoni

Chief Financial Officer

Ms. Chanda Birendrakumar Sinhababu

Non-Executive, Independent Director

Mr. Sahil Jham

Non-Executive, Independent Director

Annual Report 2025

Mr. Siddharth Raisoni

Non-Executive, Non-Independent Director

Mr. Vineet Ladhania

Non-Executive, Independent Director

----------------Page (4) Break----------------

CHAIRMAN'S SPEECH

DEAR STAKEHOLDERS,

It is with great pride and appreciation that I present to you our Annual Report for the

financial year ending 2025. This past year has been a defining chapter in Shradha AI's

journey—a year marked by technological advancement, operational resilience, and

continued progress in our mission to bridge the physical and digital worlds through

innovation in both hardware and software.

Against a backdrop of dynamic global markets and rapid technological change,

Shradha AI delivered a strong performance driven by sustained demand across our

core product lines and increased adoption of our software platforms. Our

technological Network services, modern and efficient IT infrastructure, Data Center

Services, cloud services, and Artificial Intelligence—have continued to gain traction

with customers in sectors ranging from educational and telecommunications.

Innovation remains the cornerstone of our strategy. This year, we strive to focusing on emerging technologies such as

edge computing, machine learning etc. Our efforts have make us the trusted choice for web design and development in

Central India.

To further future-proof our business, we also enhanced our cloud infrastructure, scaled our Development capabilities,

and deepened our integration between hardware and software teams—enabling faster time-to-market and more robust

solutions for our clients.

At Shradha AI, we recognize that long-term success goes hand in hand with responsible corporate stewardship. This

year, we continued to strengthen our sustainability practices—optimizing energy use in our data centers, and advancing

our circular economy initiatives, particularly in device recycling and responsible sourcing.

We also made significant strides in workforce development, investing in upskilling programs, promoting diversity in

technical roles, and fostering a culture that values curiosity, integrity, and inclusion.

As we look to the future, we remain confident in our strategy and energized by the opportunities ahead. The

convergence of intelligent hardware and adaptive software is reshaping industries, and Shradha AI is uniquely

positioned to lead this transformation.

In the coming year, we will focus on expanding into high-growth markets, deepening customer relationships, and

pursuing strategic partnerships that extend our technological reach. Above all, we will continue to put innovation and

customer success at the heart of everything we do.

None of this would be possible without the dedication of our talented employees, the trust of our customers, and the

unwavering support of you, our shareholders. I extend my heartfelt thanks to all of you. Together, we are building more

than just products—we are shaping the future.

With Best Wishes,

Sd/-Sunil Raisoni

Managing Director

Annual Report 2025

----------------Page (5) Break----------------

The Members,

Shradha AI Technologies Limited

(Formerly known as Shradha Industries Limited)

Your Directors have immense pleasure in presenting the Thirty-Sixth (36th) Annual Report of your Company together

with the Audited Financial Statements for the financial year 2024-2025 ended 31st March, 2025.

1. FINANCIAL PERFORMANCE :

a. STANDALONE FINANCIAL SUMMARY AND HIGHLIGHTS:-

Key highlights of the Standalone financial results of your Company prepared as per the Indian Accounting

Standards (“Ind AS”) for the financial year ended March 31, 2025 are as under:

BOARD’S REPORT

The financial performance of the Company for the year 2024-2025 ended on 31st March, 2025 is summarized

below (Rs. In Lacs):

= During the current financial year 2024-2025 ended 31st March, 2025, the Company's total Revenue from operation is

Rs. 1479.47/- as against Rs. 1727.41/- in the corresponding previous financial year 2023-2024 ended 31st March, 2024.

= Income from other sources is Rs. 288.20/- as against Rs. 149.97/- in the corresponding Previous financial year 2023-

2024 ended 31st March, 2024.

= The Profit after tax (PAT) for the financial year 2024-2025 ended 31st March, 2025 is Rs. 970.36/- as against Profit of

Rs. 639.15/- of the corresponding previous financial year 2023-2024 ended 31st March, 2024.

(Amount in Rs. Lacs)

Particulars Current Financial Year Previous Financial Year

2024-2025 2023-2024

Revenue from Operation 1479.47 1727.41

Other Income 288.20 149.97

Profit/loss before Depreciation, Finance Costs,

Exceptional items and Tax Expense 1290.94 872.23

Less: Depreciation/ Amortisation/ Impairment 14.34 5.86

Profit /loss before Finance Costs, Exceptional items

and Tax Expense 1276.6 866.37

Less: Finance Costs 7.05 3.44

Profit / Loss before Exceptional items and Tax Expense 1269.55 862.93

Add/(less): Exceptional items - --

Profit before Tax (PBT) 1269.55 862.93

Less: Tax Expense (Current & Deferred) 299.18 223.78

Profit after Tax (PAT) (1) 970.36 639.15

Other Comprehensive Income/loss (2) 2343.40 956.81

Total Comprehensive Income (1+2) 3313.76 1595.96

Earning Per Share (in Rs.) 1.59 1.05

Annual Report 2025

----------------Page (6) Break----------------

b. CONSOLIDATED FINANCIAL SUMMARY AND HIGHLIGHTS:-

Key highlights of the consolidated financial results of your Company prepared as per the Indian Accounting

Standards (“Ind AS”) for the financial year ended March 31, 2025 are as under:

= The Total Comprehensive Income for the financial year 2024-2025 ended 31st March, 2025 is Rs. 3313.76/- as

against Total Comprehensive Income of Rs. 1595.96/- of the corresponding previous financial year 2023-2024

ended 31st March, 2024.

= Earnings per share as on 31st March, 2025 is Rs. 1.59 /- vis a vis Rs. 1.05 /- as on 31st March, 2024.

Annual Report 2025

(Amount in Rs. Lacs)

Particulars Current Financial Year Previous Financial Year

2024-2025 2023-2024

Revenue from Operation 1479.47 1727.41

Other Income 288.18 149.97

Profit/loss before Depreciation, Finance Costs,

Exceptional items and Tax Expense 1273.32 872.23

Less: Depreciation/ Amortisation/ Impairment 14.34 5.86

Profit /loss before Finance Costs, Exceptional items

and Tax Expense 1258.98 866.37

Less: Finance Costs 7.05 3.44

Profit / Loss before Exceptional items and Tax Expense 1251.93 862.93

Add/(less): Exceptional items -- --

Profit before Tax (PBT) 1251.93 862.93

Less: Tax Expense (Current & Deferred) 299.18 223.78

Profit after Tax (PAT) (1) 952.74 639.15

Other Comprehensive Income/loss (2) 2343.40 956.81

Total Comprehensive Income (1+2) 3296.14 1595.96

Earning Per Share (in Rs.) 1.58 1.05

The financial performance of the Company for the year 2024-2025 ended on 31st March, 2025 is summarized

below (Rs. In Lacs):

= During the current financial year 2024-2025 ended 31st March, 2025, the Company's total Revenue from operation is

Rs. 1479.47/- as against Rs. 1727.41 /- in the corresponding previous financial year 2023-2024 ended 31st March, 2024.

= Income from other sources is Rs. 288.18/- as against Rs. 149.97/- in the corresponding Previous financial year 2023-

2024 ended 31st March, 2024.

= The Profit after tax (PAT) for the financial year 2024-2025 ended 31st March, 2025 is Rs. 952.74/- as against Profit of

Rs. 639.15/- of the corresponding previous financial year 2023-2024 ended 31st March, 2024.

= The Total Comprehensive Income for the financial year 2024-2025 ended 31st March, 2025 is Rs. 3,296.14/- as

against Total Comprehensive Income of Rs. 1595.96/- of the corresponding previous financial year 2023-2024

ended 31st March, 2024.

= Earnings per share as on 31st March, 2024 is Rs. 1.58 /- vis a vis Rs. 1.05 /- as on 31st March, 2024.

----------------Page (7) Break----------------

Annual Report 2025

The Members are advised to refer the Note No. 16 as given in the financial statements which forms the part of the

Annual Report for detailed information.

d. RETURN OF SURPLUS FUNDS TO SHAREHOLDERS:-

For the Financial Year 2024-2025 under review, the Company paid a Final dividend @ 15% i.e. Rs. 0.75 Paisa/-

(Rupees Seventy five paisa only) per Equity Share of face value of Rs.05/- each.

In line with the practice of returning substantial free cash flow to shareholders and based on the Company's

performance your Directors recommended a final dividend of Rs. 0.60/- Paise [Rupees Sixty Paise Only] per equity

share of face value of Rs.02/- (Rupees Two) each to be appropriated from the profits of the year 2024-2025 subject to

the approval of the shareholders (members) at the ensuing Thirty Sixth (36th) Annual General Meeting and will be

paid to those members whose names appear on the Register of Members on Friday, 05th July 2024 (“Record Date”).

The shareholders' payout for FY 2025 would involve a total cash outflow of Rs. 3,65,71,452 /- . The Dividend

Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), is available on the Company's website at:

https://shradhaaitechnologies.com/investor-info.

e. CHANGES IN CAPITAL AND DEBT STRUCTURE :

During the financial year 2024-2025 under review, the Company has made changes in the capital structure of the

Company. The members of the Company in their Extra-Ordinary General Meeting held on 19th November 2024,

approved the Sub-division of Share Capital of the Company, accordingly, the Share Capital of the Company, was

sub-divided from Equity Share of face value of Rs.5/- (Five) each fully paid up into Equity Shares of face value of

Rs.2/- (Two) each fully paid up. The revised capital Structure of the Company is as follows:-

Sr. Particulars Financial Year Financial Year

No. 2024-2025 2023-2024

Amount in Lacs

1 Securities Premium Reserve 624.50 624.50

2 Capital Redemption Reserve 2.00 2.00

3 General Reserve 213.03 213.03

4 Investment Revaluation Reserve 4263.25 1919.85

5 Surplus in Statement of Profit and Loss 2394.71 1607.20

Total Reserves and Surplus 7497.48 4366.57

c. TRANSFER TO RESERVES:-

As per financials, the net movement in the Reserves of the Company as at 31st March, 2025 (Financial year 2024-2025):

(Amount in Rs. Lacs)

(Amount in `)

ststParticulars 31 March 2025 31 March 2024

Authorised Share CapitalFor FY 2024-25: 12,50,00,000 12,50,00,000

6,17,00,000 Equity Shares of Rs. 02/- each and1,60,000 Preference Shares of Rs. 10/- each For FY 2023-24: 2,46,80,000 Equity Shares of Rs. 05/- each and1,60,000 Preference Shares of Rs. 10/- each Issued, Subscribed and Paid-Up Share Capital

For FY 2024-25: 6,09,52,420 Equity Shares of Rs. 02/- each 12,19,04,840 12,19,04,840

For FY 2023-24: 2,43,80,968 Equity Shares of Rs. 05/- each

----------------Page (8) Break----------------

Annual Report 2025

i. Disclosure Under Section 43(A)(ii) Of The Companies Act, 2013 :-

The Company has not issued any shares with differential rights and hence no information as per provisions of

Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is

included in the report.

ii. Disclosure Under Section 54(1)(D) Of The Companies Act, 2013 :-

The Company has not issued any sweat equity shares during the year under review and hence the provisions of

Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 are not

applicable.

iii. Disclosure Under Section 62(1)(B) Of The Companies Act, 2013 :-

The Company does not have any Employees Stock Option Scheme and hence the provisions of Section 62(1)(b) of

the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 are not applicable.

iv. Disclosure under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares

purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of

Companies (Share Capital and Debentures) Rules, 2014.

v. Transfer To Investor Education And Protection Fund (IEPF) :

Pursuant to the provisions of Sections 124, 125 and other applicable provisions, if any, of the Act, read with the

Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (hereinafter

referred to as 'IEPF Rules'), all the unpaid and unclaimed dividends are required to be transferred by the Company to

the Investor Education and Protection Fund ('the IEPF') established by the Government of India, after the

completion of Seven Years.

However, there was no amount liable or due to be transferred to Investor Education and Protection Fund during the

financial year 2024-2025 ended 31st March 2025.

= CHANGES IN DEBT STRUCTURE :-

Debentures / Bonds / Warrants or Any Non-Convertible Securities:

During the year under review, the Company has not issued any debentures, bonds, warrants or any non-convertible

securities. As on date, the Company does not have any outstanding debentures, bonds warrants or any non-

convertible securities.

= CREDIT RATING OF SECURITIES :

During the financial year 2024-2025 under review the Company has not taken or issued any unsupported bank

borrowings or plain vanilla bonds or any debt instruments and neither has obtained any credit rating from credit rating agencies.

e. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS :

Reference may be made to Note No. 11 of the Financial Statements for loans to Bodies Corporate. As regards details

of Investments in Bodies Corporate are given in Note No. 5 of the Standalone Financial Statements.

f. DETAILS OF DEPOSITS :

During the financial year 2024-2025 ended 31st March, 2025 under review, the Company has neither invited nor

accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended). As such, no specific details prescribed in Rule 8(1) of

the Companies (Accounts) Rules, 2014 (as amended) are required to be given or provided.

----------------Page (9) Break----------------

Annual Report 2025

2. BUSINESS AND OPERATIONS:

i. State Of The Company's Affairs :-

SAITL strives to bring together the best of technology and its people to enable the enterprises to accelerate

their digital transformation journeys. The software division has played a critical role in our shift toward more

technology-enabled operations. We have concentrated on creating tailored software solutions for small and

medium-sized enterprises (SMEs), a market segment with strong growth potential. Our support and

maintenance services have grown in response to our dedication to customer satisfaction and long-term client

relationships. The advent of new technologies and continued digital transformation needs of enterprises

offer growth opportunities to the Company.

The state of affairs of the Company is presented as part of the Management Discussion and Analysis Report

forming part of the Annual Report for FY 2024-25.

ii. Change In The Nature Of Business :-

There is no change in the nature of business during the financial year 2024-25.

iii. Material Changes And Commitments, If Any, Affecting The Financial Position Of The Company Having

Occurred Since The End Of The Year And Till The Date Of The Report :-

There have been no material changes and commitments, since the closure of the Financial Year ended 31st

March, 2025 up to the date of this Report that would affect your Company's financial position.

iv. Details of Revision of Financial Statement or The Board's Report:-

There is no occasion whereby the Company has either revised or required to revise the Financial Statements or

the Board's Report of the Company in respect of any of the three preceding financial years either voluntarily or

pursuant to the order of any judicial authority. As such, no specific details are required to be given or provided.

3. GOVERNANCE AND ETHICS :

= Corporate Governance:

As per Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate

section on Corporate Governance practices followed by the Company is provided elsewhere in this Report.

A Certificate from CS Riddhita Agrawal, Practicing Company Secretary, conforming compliance to the

conditions of Corporate Governance as stipulated under Regulation 27 and 34 of the SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015, annexed to this report and forms a part of the report.

= Directors and Key Managerial Personnel (“KMP”):

As on March 31, 2025, the Company has Seven Directors out of which One (1) is Executive Director, Two (2) are

Non-Executive and Non-Independent Directors and Four (4) are Non-Executive and Independent Directors.

During the year under review, based on the recommendation of Nomination and Remuneration Committee

(“NRC”), and in terms of the provisions of the Act, the Board of Directors appointed Mr. Siddharth Raisoni

(DIN: 03274539) as an Additional Director (Category: Promoter, Non-Executive) effective from 02nd August 2024 and Mr. Sahil Jham (DIN: 10795555) and Ms. Chanda Birendrakumar Sinhababu (DIN: 07857859) were

appointed as Additional Directors (Category: Non-Executive, Independent) of the Company effective from

23rd October 2024 .

Further, pursuant to Section 150, 152, 161 and other applicable provisions if any, of the Companies Act, 2013

and applicable SEBI Listing Regulations, Mr. Siddharth Raisoni (DIN: 03274539) was appointed as a Director

(Category: Promoter, Non-Executive) on the Board of the Company liable to retire by rotation, by the Members

of the Company at the Extra Ordinary General Meeting of the Company held on 06th November 2024.

----------------Page (10) Break----------------

Annual Report 2025

Further, pursuant to Section 150, 152, 161 and other applicable provisions if any, of the Companies Act, 2013

and applicable SEBI Listing Regulations Mr. Sahil Jham and Ms. Chanda Birendrakumar Sinhababu were

appointed as Non-Executive, Independent Directors of the Company, not liable to retire by rotation, for fixed

first term of Three (03) consecutive years, i.e. from 23rd October, 2024 up to 22nd October, 2027. A Special

Resolution approving their appointment was duly passed at the Extra-Ordinary General Meeting of the

Company held on 19th November, 2024.

During the year, Mr. Ajay Kumar Gandhi (DIN: 09516767) and Ms. Anjana Tolani (DIN: 09794298) ceased to be

the Independent Directors of the Company w.e.f 06th November, 2024 and 17th November, 2024 respectively

upon completion of their second fixed term of appointment. The Board places on record its appreciation for

the valuable contribution provided by them to the Company.

In accordance with the provisions of the Act and Articles of Association of the Company, Sunil Raisoni (DIN:

00162965), Promoter, Managing Director, retires by rotation and being eligible, offers himself for

reappointment at the ensuing AGM. His appointment is placed for approval of the members and forms part of

the notice of the 36th AGM. The information about the Director seeking re-appointment as per Secretarial

Standards on General Meetings and Regulation 36(3) of the Listing Regulations has been given in the notice

convening the 36th AGM.

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.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or

transactions with the Company, other than sitting fees.

Pursuant to the provisions of Section 203 of the Act, Mr. Sunil Raisoni, Managing Director (MD), Mr. Pritam

Raisoni, Chief Financial Officer and Ms. Harsha Bandhekar, Company Secretary, are the KMPs of the Company

as on March 31, 2025.

= Declaration By Independent Directors And Statement On Compliance Of Code Of Conduct:-

The Company has received declarations from the Independent Directors of the Company, to the effect that

they (i) meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of

the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) [“Listing

Regulations”] and also, duly complied with Code of Conduct prescribed in Schedule IV to the Act; (ii) was or is

not disqualified from being appointed and/or continued to act, as a Director of the Company in terms of the

provisions of Section 164 of the Companies Act, 2013; and (iii) was or is not debarred from holding the office

of a Director pursuant to any order of the SEBI or such other authority.

The Board has laid down a Code of Conduct and Ethics for the Board Members and Senior Management

Personnel of the Company. All Board Members and Senior Management Personnel have affirmed compliance

with the Code of Conduct for financial year 2024-2025.

= Board Meetings:-

Nine meetings of the Board were held during the year under review. For details of meetings of the Board,

please refer to the Corporate Governance Report, which forms part of this report.

= Committees of the Board:-

The Board has in place the Committee(s) as mandated under the provisions of the Companies Act, 2013 and

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are currently five

Committees of the Board, namely:

----------------Page (11) Break----------------

Annual Report 2025

Name of Director Designation Ratio to Median Remuneration

Mr. Sunil Raisoni Managing Director 5.36:1

1) Audit Committee;

2) Nomination and Remuneration Committee;

3) Stakeholders' Relationship Committee;

4) Corporate Social Responsibility Committee, and

5) Committee of Board Of Directors (Management Committee)

Details of terms of reference of the Committees, Committee membership changes, and attendance of

Directors at meetings of the Committees are provided in the Corporate Governance report, which forms part

and parcel of this Report. In addition, the Board may constitute other committees to perform specific roles and

responsibilities as may be specified by the Board from time to time.

= Company's Policy On Director's Appointment And Remuneration :-

In terms of Section 178 of the Act and Regulation 19 of the Listing Regulations, the Board of your Company, on

recommendation of the Nomination and Remuneration Committee ('NRC'), had adopted a “Remuneration

Policy for Directors, Key Managerial Personal ('KMP') and other employees” ('Remuneration Policy').

The Company's Remuneration Policy is directed towards designing remuneration so as to attract, retain, and

reward talent who will contribute to long term success of the Company and build value for its shareholders.

The said policies are made available on the Company's website, which can be accessed using the link

https://shradhaaitechnologies.com/investor-info.

= Board Evaluation :-

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and

individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board 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, information

and functioning, 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 above criteria are broadly based on the Guidance Note on Board Evaluation

issued by the Securities and Exchange Board of India. In a separate meeting of Independent Directors,

performance of, Non Independent Directors, the Board as a whole and the Chairman of the Company, was

evaluated, taking into account the views of Executive and Non-Executive Directors.

The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as

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.

6.9 REMUNERATION OF DIRECTORS AND EMPLOYEES OF LISTED COMPANIES:-

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 are given below:

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company

for the financial year :

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Annual Report 2025

Name of the Directors & Designation % Increase in remuneration in the

KMPs other than Directors financial year 2024-2025

Mr. Sunil Raisoni Managing Director No change

Mr. Pritam Raisoni Chief Financial Officer NA

Ms. Harsha Bandhekar Company Secretary 7.14 %

c) In the financial year 2024-25, there was an increase of 32.58 % in the median remuneration of employees.

d) The number of permanent employees on the rolls of Company as on 31st March, 2025:- 71.

e) Affirmation: Remuneration paid to Director/s, Key Managerial Personnel (KMP) and Employees of the

Company is as per the remuneration policy of the Company.

= Remuneration Received By Managing / Whole Time Director From Holding Or Subsidiary Company :-

The Company does not have any holding Company within the meaning of Section 2(46) of the Companies Act

2013, therefore the disclosure under the provisions of Section 197(14) of the Companies Act 2013 read with

the rules made there under, towards payment of any commission or remuneration from holding company is

not applicable. During the year under review, none of the Directors received any remuneration from the

Subsidiary Company.

= Directors' Responsibility Statement :-

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge

and ability, confirm that:

(i) in the preparation of the Annual Accounts (Financial Statements), the applicable Accounting Standards

had been followed along with proper explanation, relating to material departures;

(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 and of the profits of the Company for that financial year;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in

accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing

and detecting fraud and other irregularities;

(iv) the Directors had prepared the Annual Accounts (Financial Statements) on going concern basis;

(v) the Directors had laid down internal financial controls to be followed by the Company and that such

internal financial controls were adequate and operating effectively; and

(vi) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws

and regulations and that such systems were adequate and operating effectively.

= Related Parties Transaction:

During the year, the Company had entered into contract/arrangement/transaction with related parties which

were on arms' length basis. Accordingly, the disclosure of Related Party Transactions as required under

Section 134(3)(h) of the Act in Form AOC-2 is enclosed as “Annex - A” to this Report. Systems are in place for

obtaining prior omnibus approval of the Audit & Risk Management Committee on an annual basis for

transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered

into pursuant to the omnibus approval so granted and a statement giving details of all transactions with

related parties are placed before the Audit Committee for their review on a periodic basis. The Company has

formulated a policy for dealing with related party transactions which is also available on website of the

Company at https://shradhaaitechnologies.com/.

b) The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary

in the financial year :

----------------Page (13) Break----------------

Annual Report 2025

= Vigil Mechanism / Whistle Blower Policy :

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for employees,

Directors and stakeholders in conformation with the provisions of Section 177(9) of the Act and Regulation 22

of SEBI Listing Regulations, to report concerns about unethical behavior. The Whistle Blower Policy has been

placed in the website of the Company at https://shradhaaitechnologies.com/.

= Risk Management :

The Company is aware of the risks involved in the business. It conducts regular analysis and takes remedial

actions to manage/mitigate the situation. The Company has formulated a risk management policy and put in

place a mechanism to apprise the Board/Audit Committee on a quarterly basis, risk assessment, minimization

procedures and governance at various levels to ensure that executive management controls risk by means of a

properly designed framework. The risk management Policy has been placed in the website of the Company at

https://shradhaaitechnologies.com/.

4. INTERNAL FINANCIAL CONTROLS AND AUDIT

= Internal Financial Controls :-

The Company's internal financial control systems are commensurate with its size and nature of its operations

and such internal financial controls are adequate and are operating effectively. The Company has adopted

policies and procedures for ensuring orderly and efficient conduct of the business. These controls have been

designed to provide reasonable assurance regarding recording and providing reliable financial and

operational information, adherence to the Company's policies, safeguarding of assets from unauthorized use

and prevention and detection of frauds and errors, the accuracy and completeness of the accounting records,

and the timely preparation of reliable financial disclosures.

The internal financial control framework design ensures that financial and other records are reliable for

preparing financial and other statements. In addition, the Company has identified and documented the key

risks and controls for each process that has a relationship to the financial operations and reporting. At regular

intervals, internal teams test the identified key controls. The Internal auditors also perform an independent

check of effectiveness of key controls in identified areas of internal financial control reporting. The Statutory

Auditors' Report include a report on the internal financial controls over financial reporting.

= Statutory Auditors And Their Report :-

M/s. Paresh Jairam Tank & Co., Chartered Accountants, (ICAI Firm Registration No. 139681W), Nagpur has

been re-appointed as the Statutory Auditors of the Company for a second term of five [05] years i.e. from the

conclusion of the 33rd Annual General Meeting up to the conclusion of the 38th Annual General Meeting to be

held for the financial year ending 31st March, 2027. The Company has received the consent from the Auditors

and confirmation to the effect that they are not disqualified to be appointed as the Auditors of the Company in

the terms of the provisions of the Companies Act, 2013 and the Rules made thereunder.

= Internal Auditors :-

M/S V. K. Surana & Co, Chartered Accountant in Practice (ICAI Firm Registration No. 110634W), Nagpur has

been appointed as Internal Auditors of the Company for F.Y. 2024-25. Internal Auditors are appointed by the

Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee.

The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee on a

quarterly basis. The scope of internal audit is approved by the Audit Committee.

= Secretarial Auditors :-

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and

the provisions of Sections 179 & 204 of the Companies Act, 2013, read with the Companies (Meetings of Board

and its Powers) Rules, 2014, and subject to the approval of Shareholders in the ensuing Annual General

Meeting, the Board of Directors of the Company have recommended the appointment of CS Riddhita

Agrawal, Company Secretary in Practice, Mumbai (Membership No. FCS 10054 & Certificate of Practice No.

----------------Page (14) Break----------------

Annual Report 2025

12917) as Secretarial Auditor of the Company for a first term of 5 (five) consecutive financial years

commencing from the financial year 2025-26.

CS Riddhita Agrawal, Company Secretary in Practice have consented and confirmed her eligibility for

appointment as Secretarial Auditor of the Company. The necessary Resolution for her appointment has been

included in the Agenda of the Annual General Meeting Notice for the approval of the Members.

The Secretarial Audit Report issued by CS Riddhita Agrawal, Company Secretary in Practice, Mumbai

(Membership No. FCS 10054 & Certificate of Practice No. 12917) for FY 2024-25 is annexed as “Annex – B” to

this Report. The Secretarial Auditor's Report to the Members does not contain any qualification or reservation

which has any material adverse effect on the functioning of the Company.

= Cost Auditors :-

The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit)

Rules, 2014 and Rule 14 of the Companies (Audit and Auditor) Rules, 2014 are not applicable for the business

activities carried out by the Company.

= Frauds Reported By Auditor :-

During the Financial year 2024-2025 ended 31st March, 2025 under review:-

(a) there is no fraud occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the

Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended);

(b) the observations made by the Statutory Auditors on the financial statements including the affairs of the

Company are self-explanatory and do not contain any qualification, reservation, adverse remarks or

disclaimer thereof.

As such, no specific information, details or explanations required to be given or provided by the Board of

Directors of the Company.

= Explanations in response to Auditors' Qualifications :

The Audit Report/s submitted by the Statutory Auditors, Secretarial Auditor and Internal Auditor of the

Company, for the financial year 2024-2025 ended 31st March, 2025 do not contain any qualification or

adverse remarks. The observations made by all the Auditors in their respective Report/s are self-explanatory

and as such, do not call for any further explanations.

2. SOCIAL RESPONSIBILITY AND SUSTAINABILITY

= Corporate Social Responsibility (CSR) :

The Company's CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief

outline of the CSR policy and the initiatives undertaken by the Company on CSR activities during the year

under review are set out in “Annex-C” of this report in the format prescribed in the Companies (Corporate

Social Responsibility Policy) Rules, 2014.

This Policy is available on the Company's website at https://shradhaaitechnologies.com/investor-info. For

other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms an

integral part of this report.

= Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo :

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo,

for the financial year 2024-2025 ended 31st March, 2025 as required to be disclosed under Section 134(3)(m)

of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are given in “Annex

– D” to this report.

3. DISCLOSURES :

= Annual Return :

In terms of the requirements of Section 134(3)(a) of the Companies Act, 2013 read with the Companies

----------------Page (15) Break----------------

Annual Report 2025

(Accounts) Rules, 2014 the copy of the Annual Return in prescribed format is available on the website of the

Company https://shradhaaitechnologies.com/.

= Subsidiaries, Associates And Joint Ventures:

During the year under review, the Company has subscribed to the Memorandum of Association of

Moodscope AI Private Limited (U58201MH2024PTC435978), i.e. 51,000 (Fifty One Thousand) equity

shares/percentage of control acquired [51%] of Moodscope AI Private Limited which post acquisition, has

become an Subsidiary of Shradha AI Technologies Limited under Section 2 (87) of the Companies Act, 2013

with effect from 07th December, 2024.

Further the Company does not have any Associate or Joint Venture companies within the meaning of Section

2(6) of the Companies Act, 2013 (“the Act”).

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial

statements of the Company's subsidiaries in Form No. AOC-1 is attached to the financial statements of the

Company.

= Material Orders Of Judicial Bodies Or Regulators :

During the year under review, there are no significant and material orders passed by the regulators or courts or

tribunals impacting the going concern status and Company's operations in future.

= Compliance With Secretarial Standards :

The Company complies with all applicable Secretarial Standards issued by the Institute of Company

Secretaries of India.

= Corporate Insolvency Resolution Process Initiated Under The Insolvency And Bankruptcy Code, 2016 (IBC) :

During the financial year 2024-2025 ended 31st March, 2025 under review, no such event occurred by which

Corporate Insolvency Resolution Process can be initiated under the Insolvency And Bankruptcy Code, 2016

(IBC). As such, no specific details are required to be given or provided.

= Details of difference between amount of the valuation done at the time of one time settlement and the

valuation done while taking loan from the Banks or Financial Institutions along with the reasons

thereof:

The above-mentioned clause is not applicable to the Company, as there were no instances where your

Company required the valuation for one time settlement or while taking the loan from the Banks or Financial

institutions.

= Failure To Implement Any Corporate Action :

During the financial year 2024-2025 ended 31st March, 2025 under review, the Company has not failed to

implement any corporate action within the specified time Limit as declared under Section 125 of the

Companies Act 2013 and relevant rules made there under. As such, no specific details are required to be given

or provided.

= Industrial Relations, Health And Safety :-

In the continuing mission of the Company to expand and enrich its employee-centric culture, SAITL has long

understood this fundamental truth: its people are the key to its progress and empower its people to lead

value-driven ideas in an inclusive and flexible work environment. The people strategy is focused on building

the skills and capabilities that the industry needs, attracting and retaining the right talent across the globe, and

creating a supportive culture for them to do their best work.

= Maternity Benefit Compliance:-

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended, and ensures

that all eligible women employees are extended the benefits and protections mandated under the Act,

including paid maternity leave and other entitlements. The Company also promotes a gender-inclusive

workplace and is committed to supporting the health and wellbeing of women employees through

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Annual Report 2025

appropriate workplace policies and practices.

4. DISCLOSURE REQUIREMENTS:

= Statement of Deviation Or Variation:-

During the year under review, the provision of Regulation 32(1) of the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the company.

= Management Discussion And Analysis Report (MDAR) :-

Management Discussion and Analysis Report, as required under Regulation 34 and Schedule V of the SEBI

(Listing Obligation and Disclosure Requirements) Regulations, 2015, provides for the Company's current

working and future outlook and forms an integral part of this Report.

= Compliance Certificate from Secretarial Auditor regarding compliance of conditions of Corporate

Governance:

A certificate from CS Riddhita Agrawal, Company Secretary in Practice, Mumbai (Membership No. FCS 10054

& Certificate of Practice No. 12917 & Peer Review Certificate No 1838/2022), and Secretarial Auditor of the

Company regarding compliance of conditions of Corporate Governance annexed to the Corporate

Governance Report, which form an integral part of the Board's Report of the Company.

= No Disqualification Certificate from Company Secretary in Practice:

A certificate from CS Riddhita Agrawal, Company Secretary in Practice), Secretarial Auditor of the Company of,

certifying 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 Board/Ministry of Corporate Affairs or any such

Statutory Authority, as stipulated under Regulation 34(3) read with Schedule V of the Listing Regulations, is

attached to this Report.

= Suspension of Trading:

There was no occasion wherein the equity shares of the Company have been suspended for trading during the

financial year 2024-2025 ended 31st March, 2025.

= Payment of Listing and Depositories Fees :-

The Company, has duly paid the requisite annual listing fees for the Financial Year 2024-2025 to the

Metropolitan Stock Exchange of India Limited (MSE) and BSE Limited and there are no arrears. The shares of

the Company are compulsorily traded in dematerialized form and the Company, has also duly paid the

requisite annual custodian and other fees for the Financial Year 2024-2025, to the National Securities

Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSIL).

5. OTHER MATTERS :-

= Dematerialization of Shares :-

As on 31st March, 2025, 6,01,84,800 Equity Shares of the Company aggregating to 98.74% of the Issued,

Subscribed and Paid-Up Share Capital were held in dematerialized form through depositories namely

National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSIL) and

remaining 767620 Equity Shares of the Company aggregating to 1.26 % of the Issued, Subscribed and Paid-Up

Share Capital were held in Physical.

= Code Of Conduct For Business Principles & Ethics Of The Company :-

The Board has prescribed a Code of Business Ethics and Conduct Policy that provides for transparency, ethical

conduct, a gender friendly workplace, legal compliance and protection of Company's property and

information. The said Policy is available on the website of the Company https://shradhaaitechnologies

.com/investor-info. All Board members and senior management personnel have confirmed compliance with

the Policy for FY 2024-25. A declaration to this effect signed by the Managing Director of the Company is

provided in this report.

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Annual Report 2025

= Code for Prevention Of Insider Trading And Other Code And Policies Of The Company :-

The Company has comprehensive codes and policies on prevention of Insider Trading and fair disclosure in

line with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time). The Code

of Conduct on Prohibition of Insider Trading (‟Insider Trading Code”) inter alia prohibits trading in the shares

of the Company by the Designated Persons (as defined under the Insider Trading Code) and their immediate

relatives, while in possession of unpublished price sensitive information in relation to the Company.

= Disclosures Pertaining To The Sexual Harassment Of Women At The Workplace (Prevention,

Prohibition And Redressal) Act, 2013:

The Company is committed to creating a safe and healthy work environment, where every employee is treated

with respect and is able to work without fear of discrimination, prejudice, gender bias or any form of

harassment at the workplace. SAITL has in place a Prevention of Sexual Harassment Policy ('POSH') in

accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition

and Redressal) Act, 2013 and the Rules thereunder. The policy is gender neutral and the essence of the policy is

communicated to all employees at regular intervals through awareness programs.

During the financial year 2024-2025, the Company has not received any complaint of sexual harassment. The

Certificate by the Directors of the Company, to that effect is enclosed herewith as an “Annex – E” which forms

part and parcel of this report.

ENCLOSURES

Annex - A Form No. AOC-2 – Information or Details of contracts or arrangements or transactions not at arm's length

basis and/or the details of contracts or arrangements or transactions at arm's length basis

Annex - B Secretarial Audit Report in Form No. MR-3

Annex - C Annual Report On Corporate Social Responsibility (CSR) Activities

Annex - D Report on Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Annex - E Certificate on Sexual Harassment of Women at the Work place and its Prevention, Prohibition & Redressal

ACKNOWLEDGEMENT

Your Director's take this opportunity to express their deep and sincere gratitude to the customers and investors for their

confidence and patronage, as well as to the vendors, bankers, financial institutions, and business associates, regulatory

and governmental authorities for their co-operation, support and guidance. Your Directors would like to express a deep

sense of appreciation for the support extended by the Company's unions and commitment shown by the employees in

its continued robust performance on all fronts.

For and on behalf of the Board

Sd/- Sd/-

Sunil Raisoni Archana Bhole

Managing Director Director

DIN: 00162965 DIN: 06737829

Address : Plot No. 75, Shivaji Nagar, Address : Plot No. 11 Maskey Layout, Santaji

Shankar Nagar, S. O, Society, Narendra Nagar, Nagpur 440015,

Nagpur - 440010 , Maharashtra, India Maharashtra, India

Place : Nagpur

Date : 21st July 2025

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Annual Report 2025

"ANNEX - A" TO THE BOARD'S REPORT

FORM AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and

Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for Disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred

to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm's length transaction under third proviso is given below:

1. Details of contracts or arrangements or transactions not at Arm's length basis:

The Company has not entered into any contracts or arrangements or transactions with its related parties which is

not at arm's length during the Financial Year 2024-2025 ended 31st March, 2025:

2. Details of contracts or arrangements or transactions at Arm's length basis:

Name (s) of Nature of Duration of the Nature of Salient terms of Date of Amount

the related Relationship contracts / contracts / the contracts or approval by incurred

party arrangements / arrangements / arrangements or the Board, during the

transaction transaction transaction if any year (in Rs.

In lacs)

Mr. Sunil Managing 5 Years Effective Whole-time Members approval 18th 18.00/-

Raisoni Director 18th November, Employment at their Extra November,

2022 Ordinary General 2022

Meeting held on

22nd December 2022

Ms. Harsha Company Appointed w.e.f. Whole-time Remuneration by 12th 5.25/-

Bandhekar Secretary 12th February Employment way of Salary February 2022

2022

Mrs. Archana Non - Continuing Sitting Fees As per the letter of 15th April 0.90/-

Bhole Executive, Appointment dated 2023

Non 15th April 2023

Independent

Director

Mr. Siddharth Non-Executive, Continuing Sitting Fees As per the letter of 02nd August 0.60/-

Raisoni Non Appointment dated 2024

Independent 02nd August 2024

Director

SGR Infra Promoter 36 months w.e.f. Rent Rent 15th April 4.50/-

Tech Private Group 15th April 2023

Limited Company 2023

Riaan Promoter 5 years effective Purchase of Purchase of Material 15th May 30.29/-

Ventures Group from 2023-24 Material 2023

Private Company

Limited

----------------Page (19) Break----------------

Annual Report 2025

Name (s) of Nature of Duration of the Nature of Salient terms of Date of Amount

the related Relationship contracts / contracts / the contracts or approval by incurred

party arrangements / arrangements / arrangements or the Board, during the

transaction transaction transaction if any year (in Rs.

In lacs)

Moodscope Subsidiary Continuing Loan Given/ Loan Given/ 23rd October 3.76/-*

AI Private Company Interest Interest Received 2024

Limited Received

Vibrant Promoter Pursuant to Rent Rent 05th August 13.50/-

Infotech Group order of 2024

(Nagpur) Company demerger passed

Private by Regional

Limited Director, Ministry

of Corporate

Affairs, Western

Region, Mumbai

dated 05.08.2024.

*Note: Amount of Rs.3.76/- incurred towards related party transaction with Moodscope AI Private Limited, subsidiary

company of the Company includes Rs.3.75/-as a Loan given to subsidiary and Rs.0.01/- as an interest received towards it.

Sunil Raisoni

Managing DirectorDIN: 00162965Address: Plot No. 75, Shivaji Nagar, Shankar Nagar, S. O, Nagpur - 440010 , Maharashtra, India

Archana Bhole

DirectorDIN: 06737829Address: Plot No. 11 Maskey Layout, Santaji Society, Narendra Nagar, Nagpur 440015, Maharashtra, India

For and on behalf of the Board

Place : Nagpur

Date : 21st July 2025

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Annual Report 2025

“ANNEX – B” TO THE BOARD'S REPORT

FORM NO. MR – 3

SECRETARIAL AUDIT REPORT

[Pursuant to Section 204 (1) of the Companies Act, 2013 read with the Rule 9 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014]

FOR THE FINANCIAL YEAR 2024-2025 ENDED 31ST MARCH 2025

The Members of

Shradha AI Technologies Limited

(Formerly known as Shradha Industries Limited)

CIN: L51227MH1990PLC054825

Address: 1st floor, 345, Shradha House,

Kingsway Road, Nagpur - 440001,

Maharashtra, India

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good

corporate practices by Shradha AI Technologies Limited (Formerly known as Shradha Industries Limited)

(hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for

evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records

maintained by the company and also the information provided by the Company, its officers, agents and authorized

representatives during the conduct of secretarial audit, I hereby report that, in our opinion, the Company has, during the

audit period covering the financial year 2024-2025 ended 31 March 2025 complied with the statutory provisions listed

hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in

the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company

for the financial year ended on 31ST March 2025, according to the provisions of:

i) The Companies Act, 2013 (the Act) and the rules made there under;

ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;

iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign

Direct Investment, Overseas Direct Investment and External Commercial Borrowings; wherever applicable;

v) The following Regulations and Guidelines (as amended) prescribed under the Securities and Exchange Board

of India Act, 1992 (SEBI Act) to the extent applicable:-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011,

as amended from time to time;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from

time to time;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

d. The Securities Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021:-

(Not Applicable to the Company during the Audit Period)

"ANNEX - B" TO THE BOARD'S REPORT

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Annual Report 2025

e. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulation, 2021:-

(Not applicable to the Company during the Audit Period as the Company has not issued any debt

securities during the year under review);

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993

regarding the Companies Act and dealing with client, , as amended from time to time;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021- (Not Applicable to

the Company during the Audit Period)

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018:- (Not Applicable to the

Company during the Audit Period)

i. Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference

Shares) Regulations, 2013: (Not Applicable to the Company during the Audit Period)

j. The Securities and Exchange Board of India (Depositories and Participant(s)Regulations, 2018, , as amended

from time to time;

k. The Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations,

2015 and The Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements)

(Amendment) Regulations, 2018 and other amendments thereof (hereinafter collectively referred to as “ Listing

Regulations”);

l. The other Regulations & Guidelines of the Securities and Exchange Board of India to the extent as may be

applicable to the Company.

I have relied on the representations made by the Company and its officers for the systems and mechanism formed by

the Company for compliances under other applicable Acts, Laws and Regulations as specifically applicable to the

Company.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards with regard to Meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by

the Institute of Company Secretaries of India;

(ii) The Listing Agreement (Listing Regulations) entered by the Company with the Metropolitan Stock Exchange of

India Limited and BSE Limited pursuant to the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015.

During the audit period, we are of the opinion that the Company has complied with the provisions of the Act,

Rules, Regulations and Guidelines to the extent applicable. Further, the Company is generally regular in filing e-

forms with Registrar of Companies under the provisions of the Act.

I further report that: -

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive

Directors and Independent Directors. The changes in the composition of the Board of Directors that took place

during the period under review were carried out in compliance with the provisions of the Act and were as follows:

a. Mr. Siddharth Raisoni (DIN: 03274539),was appointed as an Additional Director (Category – Promoter & Non-

Executive) by the Board of Directors of the Company at their Board meeting held on 02nd August 2024. Further,

Mr. Siddharth Raisoni (DIN: 03274539) was appointed as a Director (Category – Promoter & Non- Executive) on

the Board of the Company liable to retire by rotation, by the members of the Company at the Extra Ordinary

General Meeting held on 06th November 2024.

b. Mr. Sahil Jham (DIN: 10795555) was appointed as an Additional Director (Category - Non-Executive &

Independent) on the Board of the Company, at the Meeting of Board of Directors held on 23rd October 2024;

c. Ms. Chanda Birendrakumar Sinhababu (DIN: 07857859) was appointed as an Additional Director (Category -

Non-Executive & Independent) on the Board of the Company, at the Meeting of Board of Directors held on 23rd

October 2024;

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Annual Report 2025

d. Mr. Ajay Kumar Gandhi (DIN: 09516767) ceased to be an Independent Director of the Company on completion

of his second fixed term of his tenure of re-appointment, with effect from 06th November, 2024.

e. Ms. Anjana Tolani (DIN: 09794298) ceased to be an Independent Director of the Company on completion of her

fixed term of her tenure of appointment, with effect from 17th November, 2024.

f. Mr. Sahil Jham (DIN: 10795555) was appointed as an Independent Director , not liable to retire by rotation at the

Extra Ordinary General Meeting of the members of the Company held on 19th November 2024 or a fixed first

term of Three (03) consecutive years, i.e. from 23rd October, 2024 up to 22nd October, 2027.

g. Ms. Chanda Birendrakumar Sinhababu (DIN: 07857859) was appointed as an Independent Director , not liable to

retire by rotation at the Extra Ordinary General Meeting of the members of the Company held on 19th

November 2024 or a fixed first term of Three (03) consecutive years, i.e. from 23rd October, 2024 up to 22nd

October, 2027.

• Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda

were sent at least seven days in advance (except in few instances where meeting is convened at a shorter notices)

and a system exists for seeking and obtaining further information and clarifications on the agenda items before

the meeting and for meaningful participation at the meeting.

• As per the minutes of the meeting/s duly recorded and signed by the Chairman, all decisions at the Board and

Committee meeting/s, as the case may be, are carried out unanimously and no dissenting views have been

recorded.

I further report that there are adequate systems and processes in the Company commensurate with the size and

operation of the Company to monitor and ensure compliance with applicable laws, rules, regulations and

guidelines.

I further report that during the period under review, the Company had the following specific events or actions

having a major bearing on the Company's affairs in pursuance of the above referred Laws, Rules, Regulations,

Guidelines, Standards, etc.:-

i. Pursuant to the 35th Annual General Meeting (AGM) for The F.Y 2023-24 held on 19th July 2024:

- A final dividend @ 15% i.e. Rs. 0.75 paisa/- ( Seventy five paisa Only) per Equity Share in the Equity Share

capital of the Company for the financial year 2023-2024 was declared and paid.

ii. Pursuant to the 1st Extra-Ordinary General Meeting (EGM) of The F.Y 2024-25 held on 06th November 2024:

- Mr. Siddharth Raisoni (DIN: 03274539), was appointed as a Director (Category - Promoter & Non-

Executive) on the Board of the Company liable to retire by rotation, by the members of the Company.

iii. Pursuant to the 02nd Extra-Ordinary General Meeting (EGM) of The F.Y 2024-25 held on 19th November 2024:

- Mr. Sahil Jham (DIN: 10795555) was appointed as an Independent Director, not liable to retire by

rotation at the Extra Ordinary General Meeting of the members of the Company held on 19th November

2024 or a fixed first term of Three (03) consecutive years, i.e. from 23rd October, 2024 up to 22nd

October, 2027.

- Ms. Chanda Birendrakumar Sinhababu (DIN: 07857859) was appointed as an Independent Director , not

liable to retire by rotation at the Extra Ordinary General Meeting of the members of the Company held

on 19th November 2024 or a fixed first term of Three (03) consecutive years, i.e. from 23rd October, 2024

up to 22nd October, 2027.

- The Authorised, Issued, Subscribed and Paid-up Equity Share Capital of 1 (One) Equity Share of face

value of Rs. 5/- (Rupees Five only) each fully paid- up was sub-divided into such number of equity

shares having face value of Rs. 2/- (Rupees Two only) each. Accordingly, the Authorised Share Capital of

the Company is Rs. 12,50,00,000/- (Rupees Twelve Crores Fifty Lacs only) divided into 6,17,00,000 (Six

Crore Seventeen Lakh) Equity Shares of Rs. 2/- (Rupees Two only) each and 1,60,000 (One Lakh Sixty

Thousand) Preference Shares of Rs. 10/- (Rupees Ten only) each.

----------------Page (23) Break----------------

Annual Report 2025

- The Capital Clause – Clause V of Memorandum of Association of the Company was altered subsequent to subdivision

of the Equity Share capital of the Company as follows:

“the Authorised Share Capital of the Company is Rs. 12,50,00,000/- (Rupees Twelve Crores Fifty Lacs only) divided

into 6,17,00,000 (Six Crore Seventeen Lakh) Equity Shares of Rs. 2/- (Rupees Two only) each and 1,60,000 (One Lakh

Sixty Thousand) Preference Shares of Rs. 10/- (Rupees Ten only) each.”

- The Board of Directors of the Company at its Board Meeting held on 23rd October 2024 has approved to invest into a

Smart CCTV based Software Company by way of Initial subscription/ contribution of amounting to Rs. 5.10 Lakh and

further investment of surplus funds upto Rs. 2,61,00,000/- [Rupees Two Crore Sixty One Lakh Only] by way of

additional investment in the form of Equity/ Preference/ Loan and Advances/ Contribution as may be decided by the

Board of Directors. Accordingly, the Company has subscribed to the Memorandum of Association of Moodscope AI

Private Limited (U58201MH2024PTC435978), i.e. 51,000 (Fifty One Thousand) equity shares/percentage of control

acquired [51%] of Moodscope AI Private Limited which post acquisition, has become a Subsidiary of Shradha AI

Technolgies Limited under Section 2 (87) of the Companies Act, 2013 with effect from 07th December, 2024.

CS RIDDHITA AGRAWAL

Practicing Company Secretary

ICSI Mem. No: FCS - 10054

C.P.No. 12917

UDIN: F010054G000817982

Peer Review Certificate No.: 1838/2022

Place: Mumbai

Date: 19/07/2025

Note: The Secretarial Audit Report is to be read with our letter of even date which is annexed as an 'Annex - AA' and

forms an integral part of this report.

----------------Page (24) Break----------------

Annual Report 2025

"ANNEX – AA"

The Members of

Shradha AI Technologies Limited

(Formerly known as Shradha Industries Limited)

CIN: L51227MH1990PLC054825

Address: 1st floor, 345, Shradha House,

Kingsway Road, Nagpur -440001,

Maharashtra, India

My report of even date is to be read along with this letter.

Management's Responsibility

(a) It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to

ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are

adequate and operate effectively.

(b) The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the

responsibility of management. Our examination was limited to the verification of procedures on test basis.

Auditor's Responsibility

(a) My responsibility is to express an opinion on these secretarial records, standards and procedures followed by the

Company with respect to secretarial compliances.

(b) I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the

correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct

facts are reflected in secretarial records. I believe the processes and practices that we followed provide a reasonable

basis for our opinion. I also believe that audit evidence and information obtained from the Company's

management is adequate and appropriate for us to provide a basis for our opinion.

(d) Wherever required, I have obtained the management's representation about the compliance of laws, rules and

regulations and happening of events, etc.

Disclaimer

The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or

effectiveness with which the management has conducted the affairs of the Company.

CS RIDDHITA AGRAWAL

Practicing Company Secretary

ICSI Mem. No: FCS - 10054

C.P.No. 12917

UDIN: F010054G000817982

Peer Review Certificate No.: 1838/2022

Place: Mumbai

Date: 19/07/2025

----------------Page (25) Break----------------

Annual Report 2025

Sr. Name of Director Designation / Nature of Number of meetings Number of meetings of

No. Directorship of CSR Committee CSR Committee

held during the year* attended during the year

1. Mr. Kalpesh Bafna Chairman - Non-Executive,

Independent Director 1 1

2. Mr. Sunil Raisoni Member Managing Director 1 1

3. Mrs. Archana Bhole Member-Non-Executive,

Independent Director 1 1

* During the year 2024-25, 1 (One) meeting of the CSR Committee was duly held on 23rd October, 2024.

“ANNEX – C” TO THE BOARD'S REPORT

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

Annual Report on Corporate Social Responsibility (CSR) Activities for Financial Year 2024-25

1. Brief outline on CSR Policy of the Company:

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of

the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and the

amendments thereto. Pursuant to provisions of Section 135 of the Companies Act, 2013, the Company has also

formulated a Corporate Social Responsibility Policy which is available on the website of the Company at

https://shradhaaitechnologies.com/. This Annual Report on CSR activities as required under the Companies

(Corporate Social Responsibility Policy) Rules, 2014, forms an integral part of the Board's Report.

The core theme of the Company's CSR policy is giving back to the society from which it draws its resources and

extends helping hand to the needy and the underprivileged. The Company has framed a CSR Policy in compliance

with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social

Responsibility Policy) Rules, 2014 (as amended) and Listing Regulations.

The objectives of Company's CSR Policy are:

The objective of CSR policy of the Company is to lay down the guidelines and mechanism to carry out CSR

projects/programmes by the Company and its subsidiaries and to report its CSR efforts in the format provided by

the rules under the Act. The salient features of the CSR Policy are as under:

• Purpose of the Policy • Policy statement • Scope of CSR Activities

• Focus areas for CSR • CSR Committee • CSR Budget

• Project Life Cycle • CSR Implementation • Treatment of Surpluses

While the Ministry of Corporate Affairs has spelt out the CSR activities under Schedule VII to the Companies Act,

2013, in order to build focus and have a more impactful execution – with a view to make a difference – Company's

focus areas for CSR are as follows:

• Upliftment and mentoring of vulnerable age groups

• Education, skilling & entrepreneurship

• Access to healthcare

• Sustainability and environmental responsibility

2. Composition of the CSR Committee as on 31st March, 2025:

----------------Page (26) Break----------------

Sr. Financial Year Amount available for set-off Amount required to be set off for the

No. from preceding financial years (in Rs.) financial year, if any (in Rs.)

NIL

Annual Report 2025

3. The web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the

board are disclosed on the website of the company:

The Composition of CSR Committee and CSR Policy is displayed on the website of the Company at

https://shradhaaitechnologies.com/

4. The details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the

Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report):

Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate

Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any:

6. Average net profit of the company as per section 135(5):

The details of average net profit of the Company as per section 135(5) are as follows:

7. (a) Two percent of average net profit of the company as per section 135(5) (Rs. In Lacs): 10.34/-.

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL

(d) Total CSR obligation for the financial year 2024-25 (7a+7b-c) ) (Rs. In Lacs) : 10.34/-

8. (a) CSR amount spent or unspent for the financial year 2024-25

Financial Year Net profit as per Section 198 of the Companies Act, 2013 (in lacs)

2021-22 Rs. 582.27

2022-23 Rs. 106.54

2023-24 Rs. 862.93

Average Profit of Last three years Rs. 517.25

Total Amount Spent for the Amount Unspent (in Rs.)

Financial Year 2024-25 Total Amount transferred to Amount transferred to any

(Rs. In Lacs) Unspent CSR Account as fund specified under Schedule VII

per section 135(6) as per second proviso to section 135(5)

Amount Date of transfer Name of the Fund Amount Date of transfer

10.50/-* NIL NA NA NIL NA

----------------Page (27) Break----------------

(b) Details of CSR amount spent against ongoing projects for the financial year:

Sr Name of Item from Local area Location Project Amount Amount Amount Mode of Mode of

No the the list of (Yes/ No) of the duration allocated spent in transferred Implem- Implementation

Project activities project for the the current to Unspent entation - Through

in Schedule project financial CSR - Direct Implementing

VII to (in Rs.) Year Account (Yes/ Agency

the Act (in Rs.) for the No)

State District project as Name CSR

per Section Regi-

135(6) stration

(in Rs.) Number

NIL

Annual Report 2025

Sr. Name of Item from the Local area Location of Amount spent Mode of Mode of

No the Project list of activities (Yes/No) the project for the project Impleme- Implementation

in Schedule VII (in lacs) ntation- - Through

to the Act Direct Implementing

(Yes/No) Agency

State District Name CSR

Registration

Number

1 Promoting to Empower Education, Yes Nagpur, 10/- No JITO CSR00010876

Education facilitate & strengthen Maharashtra Adminis-

the process of trative

preparing deserving Training

youth for joining Civil Foundation

Services

2 Promoting Education programs Yes Nagpur, 0.50/- No Jamdar CSR00064158

Education focusing on Maharashtra High

enhancement of School

knowledge leading to Education

up-gradation of skills Society

and empowerment

and fee concession

to the students

(d) Amount spent in Administrative Overheads: Not Applicable

(e) Amount spent on Impact Assessment, if applicable: Not Applicable

(f) Total amount spent for the Financial Year (8b+8c+8d+8e): Rs (In Lacs). 10.50/-

(g) Excess amount for set off, if any: Not Applicable

----------------Page (28) Break----------------

9. (a) Details of Unspent CSR amount for the preceding three financial years :

Sr. Preceding Amount Amount spent Amount transferred to any fund Amount remaining to be

No. Financial transferred in the reporting specified under Schedule VII as spent in succeeding

Year to Unspent Financial Year per section 135(6), if any financial years. (in Rs.)

CSR Account (in Rs.) Name of Amount Date of

under section the Fund (in Rs.) transfer

135(6) (in Rs.)

Not Applicable

Annual Report 2025

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

Sr. Project Name of the Financial Year in Project Total amount Amount spent Cumulative Status

No ID Project which the project duration allocated for on the project amount spent of the

was commenced the project in the reporting at the end project -

(in Rs.) Financial Year of reporting Completed

(in Rs.) Financial Year. /Ongoing

(in Rs.)

Not Applicable

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or

acquired through CSR spent in the financial year (asset-wise details): Not Applicable

a) Date of creation or acquisition of the capital asset(s):

b) Amount of CSR spent for creation or acquisition of capital asset:

c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their

address etc:

d) Provide details of the capital asset(s) created or acquired (including complete address and location of the

capital asset):

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section

135 (5): Not Applicable

Note: The CSR Committee confirms that the implementation of CSR Policy is in compliance with the CSR Objectives

and Policy of the Company.

For and on behalf of the Board

Sunil Raisoni Kalpesh Bafna

Managing Director Director & Chairman of CSR Committee

DIN: 00162965 DIN: 07484027

Address: Plot No. 75, Shivaji Nagar, Address: Sonika 8291-212 Nandanwan Colony,

Shankar Nagar, S. O, Behind Jakhete Petrol Pump, Jalgaon-425001

Nagpur - 440010, Maharashtra, IndiaPlace: Nagpur

Date: 21st July 2025

Sr. No. Particular Amount (in Rs.)

i. Two percent of average net profit of the company as per section 135(5) 10.34/-

ii. Total amount spent for the Financial Year 10.50/-

iii. Excess amount spent for the financial year [(ii)-(i)] 0.16/-

iv. Surplus arising out of the CSR projects or programs or activities of the previous

financial years, if any NIL

v. Amount available for set off in succeeding financial years [(iii)-(iv)] NA

----------------Page (29) Break----------------

Annual Report 2025

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

A. CONSERVATION OF ENERGY:

(i) The steps taken or impact on conservation of energy:-

The Company lays great emphasis on savings in the cost of energy consumption. Therefore, achieving

reduction in per unit consumption of energy is an ongoing exercise in the Company. The effective measures like

education, training, publicity, messaging through use of social media have been taken to minimize the loss of

energy as far as possible.

The Company do not have any internal generation of power (captive, surplus or otherwise) and the amount

spent during the financial year 2024-2025 is 9.62/- (Rs. In Lacs) as compared to expenditure of Rs. 5.71/- (Rs. In

Lacs) for the previous year 2023-2024.

(ii) The steps taken by the Company for utilizing alternate sources of energy:-

Presently, the Company is exploring alternative source of energy for internal generation of power for captive

consumption (captive, surplus or otherwise).

(iii) The capital investment on energy conservation equipments:-

The Company has not made any capital investment on energy conservation equipment/s.

B. TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT

(i) The efforts made towards technology absorption:-

The Company is always in pursuit of finding the ways and means to improve the performance, quality and cost

effectiveness of its products. The technology used by the Company is updated as a matter of continuous exercise.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution.

As the Company is in software & trading industry, there is a need for product improvement, product

development or import substitution. Moreover, the Company has not derived any material benefits in cost

reduction against technology absorption.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the

financial year)

The Company has not imported any technology during the last three years reckoned from the beginning of the

financial year.

(a) The details of the technology imported: Not Applicable

(b) The year of import: Not Applicable

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof : Not

Applicable

(iv) The expenditure incurred on Research and Development

The Company does not have separate independent research and development activity. As such, no material

amount of expenditure was incurred on research and development activity of the Company.

C. FOREIGN EXCHANGE EARNINGS / OUTGO:-

During the financial year 2024-2025 under review, the foreign exchange earnings and outgo is NIL.

Sd/-

Sunil RaisoniManaging DirectorDIN: 00162965Address: Plot No. 75, Shivaji Nagar, Shankar Nagar, S. O, Nagpur - 440010, Maharashtra, India

Sd/-

Archana BholeDirectorDIN: 06737829Address : Plot No. 11 Maskey Layout, Santaji Society, Narendra Nagar, Nagpur 440015, Maharashtra, India

For and on behalf of the Board

Place : Nagpur

Date : 21st July 2025

"ANNEX - D" TO THE BOARD'S REPORT

----------------Page (30) Break----------------

CERTIFICATE

Sexual Harassment of Women at the Workplace and its Prevention, Prohibition & Redressal

[Pursuant to Section 22 & 28 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition

& Redressal) Act, 2013]

This is to certify that:

Shradha AI Technologies Limited (Formerly known as Shradha Industries Limited) (“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 & Redressal) Act, 2013 which can be accessed at Company's website at

https://shradhaaitechnologies.com/investor-info and Internal Complaints Committee (ICC) has been set up to redress

complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees etc.) are

covered under this Policy.

The following is the summary of sexual harassment complaints received and disposed-off during the current financial

year under review i.e. Financial Year 2024-2025 ended 31st March, 2025:-

Sunil Raisoni

Managing DirectorDIN: 00162965Address: Plot No. 75, Shivaji Nagar, Shankar Nagar, S. O, Nagpur - 440010, Maharashtra, India

Archana Bhole

DirectorDIN: 06737829Address : Plot No. 11 Maskey Layout, Santaji Society, Narendra Nagar, Nagpur 440015, Maharashtra, India

For and on behalf of the Board

Place : Nagpur

Date : 21st July 2025

"ANNEX - E” TO THE BOARD'S REPORT

Number of Complaints received Nil

Number of Complaints disposed off Nil, Hence Not Applicable

Annual Report 2025

----------------Page (31) Break----------------

ECONOMIC OVERVIEW

In 2024-2025, the global economy showed both strength and uncertainty. Growth was generally steady, but recently, the

outlook has worsened. Many governments are changing their policy priorities, creating a lot of uncertainty. Rising trade

tensions and unclear policies are expected to slow down the global economy. Growth is predicted to drop to 2.8% in 2025-26 and 3% in 2026-27. Because of these challenges, new technology projects will be closely examined and will

need stronger reasons to prove they are worth the investment.

In 2025-26, businesses will ramp up the integration of AI into their core digital operations to tackle outdated technology

and upgrade legacy systems. This will involve moving to the cloud, refreshing infrastructure, and building a solid data

foundation. At the same time, companies must navigate a challenging risk environment, including cyber threats and

global political instability. As a result, organizations will keep enhancing their cyber security strategies and are expected

to invest further in security consulting services.

INDIAN ECONOMIC OVERVIEW

India's economy is growing strongly and is expected to stay one of the fastest-growing major economies in 2025 and

2026. Even with challenges in the global economy, India's growth remains steady, thanks to strong demand within the

country, ongoing government investment in infrastructure, and a strong services sector. India continues to demonstrate

strong macroeconomic fundamentals and robust digital transformation momentum, making it a strategic hub for

software development, innovation, and global IT service delivery. India's digital economy is expected to reach $1 trillion

by 2030, with software and IT services being a central pillar. Government initiatives such as Digital India, Startup India,

and India Stack (Aadhaar, UPI, Digi-Locker, etc.) have accelerated tech adoption across sectors.

The IT & BPM sector has become one of the most significant growth catalysts for the Indian economy, contributing

significantly to the country's GDP and public welfare. The IT industry accounted for 7.5% of India's GDP, as of FY23 and is

projected to hit 10% by FY25.

As innovative digital applications permeate sector after sector, India is now prepared for the next phase of growth in its IT

revolution. India is viewed by the rest of the world as having one of the largest Internet user bases and the cheapest

Internet rates, with 76 crore citizens now having access to the Internet.

India's rankings improved six places to the 39th position in the 2024 edition of the Global Innovation Index (GII).

India's IT industry is likely to hit the US$ 350 billion mark by 2026 and contribute 10% towards the country's Gross

Domestic Product (GDP), Infomerics Ratings said in a report. Also. By 2026, the increased use of cloud technology could

create 14 million jobs and contribute Rs. 33,01,060 crore (US$ 380 billion) to India's GDP.

INDUSTRY OVERVIEW

Global IT service providers are equipped to support enterprises across industries with a wide range of consulting

services, business process services, technology services across AI and GenAI based offerings, digital transformation,

cloud, application development, maintenance and support, data and analytics, cyber security and engineering and R&D.

We expect the IT services industry to play a pivotal role in supporting enterprises across key areas such as AI and GenAI

experimentation and scaled adoption, cost optimization, operational excellence, digital transformation, security

advisory and managed services, vendor consolidation, customer experience, innovation in products and services and

talent strategies.

The IT services market size has grown strongly in recent years. It will grow from $3444.7 billion in 2024 to $3703.41 billion

in 2025 at a compound annual growth rate (CAGR) of 7.5%. The growth in the historic period can be attributed to the

increased internet penetration, the growing adoption of the cloud in smes, the increasing government support and the

COVID-19 pandemic.

MANAGEMENT DISCUSSION AND ANALYSIS

Annual Report 2025

----------------Page (32) Break----------------

Annual Report 2025

The IT services market size is expected to see strong

growth in the next few years. It will grow to $5228.95

billion in 2029 at a compound annual growth rate

(CAGR) of 9.0%. The growth in the forecast period can be

attributed to the rising penetration of E-Commerce, the

increasing development of smart cities, the emergence of start-ups and the rising adoption of IoT will drive the

growth. Major trends in the forecast period include

leveraging data analytics, focusing on using artificial

intelligence (AI) to increase the efficiency, focusing on

quantum computing for seamless data encryption,

focusing on leveraging augmented reality, focusing on

cloud desktops and focusing on strategic partnerships

and collaborations.

BUSINESS OVERVIEW :

Your Company SAITL is engaged in the business of trading and providing a wide range of Information Technology and

Telecommunication products and services. This includes computers, computer peripherals, hardware, software, data

processors, telecommunication systems and networks, LAN products, and networking materials. We are also involved in

computer education and training, database management and integration, system and network integration, e-

commerce solutions, and software development.

In addition, we offer services related to the design, development, customization, production, distribution, and trading of

software applications, programs, web and mobile applications, internet-based solutions, portals, and web design. Our

operations also extend to IT maintenance contracts, implementation of IT and telecom projects, and distribution of IT

hardware, software, and security products for both consumer and enterprise segments, along with all other allied IT

services.

We combine our industry experience, technology skills, and strong partnerships to create complete solutions for

complex challenges. Our services—from consulting and design to engineering and operations—help our clients build

businesses that are scalable, secure, sustainable, and ready for the future.

Our IT Services segment provides IT-enabled services including customer-centric design, custom application design,

development, infrastructure services, cyber security services, data and analytics services, research and development,

and hardware and software design etc. Our IT Products segment provides a range of third party IT products including

computing platforms and storage, networking solutions, enterprise information security and software products such as

databases and operating systems. These products allow us to offer comprehensive IT system integration services,

complementing our IT services offerings. Our focus continues to be on consulting and digital engagements while taking

a more selective approach to bidding for system integration engagements.

We continue to drive a culture of performance, ambition and business growth supported by the Spirit of SAITL. Our

unflinching commitment to integrity and a strong culture of ethics enable us to fulfil our commitment and earn the trust

of clients and investors.

RISKS AND CONCERNS:

In today's fast-changing market, it's important to adapt quickly and take early action to stay competitive and grow. One

major risk is not keeping up with market trends and customer needs. We reduce this risk by constantly innovating,

offering a wide range of high-quality products, and keeping our prices competitive. Our Company keeps a close eye on

market changes and responds with smart strategies so we can make the most of new opportunities.

We also focus strongly on sustainability—both in protecting the environment and in building a business that can handle

change over the long term. Our strong risk management system helps guide our operations and allows us to stay

----------------Page (33) Break----------------

Annual Report 2025

flexible while working toward steady, long-term growth. We regularly assess risks from inside and outside the business,

make necessary updates, and report everything to our Board of Directors to ensure transparency and informed

decisions.

The safety and well-being of our employees, visitors, and local communities are a top priority. Our Company is

committed to constantly improving safety. We use advanced systems and promote teamwork to build a strong safety

culture. We follow clear safety procedures, provide regular training, and ensure that all safety rules are followed. Our

policies are regularly reviewed by the Board to support the health and safety of our employees. Open communication

and ongoing learning help us quickly respond to any new safety issues.

We also take compliance very seriously. Our in-house team, along with expert advisors, makes sure we follow all local and

global regulations. We invest in strong compliance systems to ensure our operations meet all legal standards. We also

monitor for any changes in laws or regulations and take quick action to stay compliant. This focus on compliance is built

into our company culture and is regularly reviewed by our Board of Directors.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has a robust internal control mechanism in place commensurate with the size and nature of its business.

The internal control systems comprising policies and procedures are designed to ensure that operations are efficiently

managed and aligned with the strategic objectives of the Company and address various aspects of governance,

compliance, audit, control, and reporting. The internal controls are responsible for complying with the regulatory

requirements, preventing fraud and errors, safeguarding the Company's assets and finances, and preserving the

accuracy and reliability of financial transactions and reporting.

The Company's internal audit committee periodically reviews the adequacy of the internal control systems. Key

observations and recommendations are communicated to the management, who takes appropriate corrective measures

as deemed fit to maintain the efficiency and effectiveness of the internal controls. Based on its evaluation (as defined in

Section 177 of Companies Act 2013 and Regulation 18 of SEBI Regulations, 2015), the audit committee has concluded

that, as of March 31, 2025, internal financial controls were adequate and operating effectively.

FINANCIAL PERFORMANCE :

Key Highlights of Overall Financial Performance (Rs. In lacs):-

• During the current financial year 2024-2025 ended 31st March 2025, the Company's total Revenue from operation is

Rs. 1,479.47/- as against Rs. 1,727.41/- in the corresponding previous financial year 2023-2024 ended 31st March 2024.

• Income from other sources is Rs. 288.20/- as against Rs. 149.97/- in the corresponding previous financial year

2023-2024 ended 31st March 2024.

• The Profit after tax (PAT) for the financial year 2023-2024 ended 31st March 2025 is Rs. 970.36/- as against Profit of

Rs. 639.15/- of the corresponding previous financial year 2023-2024 ended 31st March 2024.

No. Particulars FY 2024-2025 FY 2023-24

1 Debtors Turnover Ratio NA NA

2 Inventory Turnover Ratio - 1,267.30

3 Debt Service Coverage Ratio NA NA

4 Current Ratio 26.61 25.71

5 Debt Equity Ratio NA NA

6 Return on Equity Ratio 0.136 0.131

7 Net Profit Ratio 0.66 0.37

8 Trade Payable Turnover Ratio 9.20 88.27

9 Return on Capital Employed 0.14 0.15

10 Return On Investment 0.01 0.08

Key financial ratios:

----------------Page (34) Break----------------

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES:

Our employees are our greatest strength and play a key role in our continued success. In recent years, we've

increased our focus on employee engagement and growth by introducing several new programs aimed at attracting,

developing, and retaining a diverse and talented team.

We are committed to creating an inclusive and forward-thinking workplace where people feel empowered at every level.

Our goal is to build a workforce that is ready for the future-one that can adapt to change and drive innovation. To

support this, we offer training programs, leadership development, and opportunities for career growth to help our

employees build new skills and advance professionally.

Our culture is based on merit, where employees are recognized and rewarded for their performance and contributions.

By promoting a high-performance work environment, we keep our teams motivated and aligned with both personal and

company goals.

We also focus on making employee satisfaction a priority. We promote a sense of belonging and maintain open

communication to ensure our people feel heard and valued. Through our continuous investment in employee

development and engagement, we strive to retain top talent and remain an employer of choice in the industry.

ROAD AHEAD:

India is the topmost offshoring destination for IT companies across the world. Having proven its capabilities in delivering

both on-shore and off-shore services to global clients, emerging technologies now offer an entire new gamut of

opportunities for top IT firms in India.

The IT spending in India is estimated to record a double-digit growth of 11.1% in 2024, totalling US$ 138.6 billion up

from US$ 124.7 billion last year.

India's public cloud services market grew to US$3.8 billion in the first half of 2023, expected to reach US$ 17.8 billion by 2027

By 2026, widespread cloud utilisation can provide employment opportunities to 14 million people and add US$ 380

billion to India's GDP.

CAUTIONARY STATEMENT:

The Management Discussion and Analysis may contain some statements describing the Company's objectives, plans,

projections, estimates, and expectations which may be 'forward looking statements' within the meaning of applicable

securities laws and regulations and are based on informed judgments and estimates. Actual results may differ materially

from those expressed or implied due to external and internal factors beyond the Company's control. The Company does

not undertake any obligation to publicly amend, modify, or revise these forward looking statements based on

subsequent developments, information, or events.

Annual Report 2025

For and on behalf of the Board

Sd/- Sd/-

Sunil Raisoni Archana Bhole

Managing Director Director

DIN: 00162965 DIN: 06737829

Address: Plot No. 75, Shivaji Nagar, Address: Plot No. 11 Maskey Layout,

Shankar Nagar, S. O, Santaji Society, Narendra Nagar,

Nagpur - 440010, Maharashtra, India Nagpur 440015, Maharashtra, India

Place : Nagpur

Date : 21st July 2025

----------------Page (35) Break----------------

“Corporate Governance refers to the set of systems, principles and processes by which Company is governed. They provide

the guideline as to how the Company can be directed or controlled so as to fulfill its goals and objectives in a manner that

adds to the value of the Company and benefit to all the stakeholders in the long term. Strong and improved Corporate

Governance practices are indispensable in today's competitive world and complex economy”.

l INTRODUCTION :

Shradha AI Technologies Limited (Formerly known as Shradha Industries Limited) (“SAITL/the Company”)

(CIN-L51227MH1990PLC054825) is a Public Limited Listed Company incorporated & domiciled in India. The

Company is listed at the Metropolitan Stock Exchange of India (MSE) and BSE. The Company is registered under the

Companies Act, 1956 and governed under the Companies Act, 2013 and under the SEBI Listing Regulations. It was

incorporated on 01st January, 1990. Presently, the Company is engaged in the business of trading in items such as

Computers, Computer Hardware and Accessories, along with all allied products, as well as providing Software

Development and Maintenance Services.

1) COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE :

At “SAITL's” our vision is to build a sustainable business that keeps customers happy and creates value for all

stakeholders. To achieve this, we follow a well-planned and systematic approach based on our core values and

strong business ethics.

At SAITL, we work closely with our customers to deliver high-quality products and services on time and at fair prices.

We believe in doing business ethically, with full transparency and accountability. We also ensure that we follow all

the laws and regulations that apply to us.

We understand that achieving our business goals depends on how well we develop and follow strong corporate

governance policies. That's why we are committed to creating, maintaining, and constantly improving our

governance practices. These efforts help us stay true to our values and ensure that we deliver on our promises to all

our stakeholders.

This report is prepared in accordance with the provisions of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”) and the report

contains the details of Corporate Governance systems and processes at SAITL. The Company continues to be in

compliance with the provisions of Corporate Governance as set out in SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 ('Listing Regulations').

2) THE BOARD OF DIRECTORS :

The Board of Directors leads the Company by providing direction, strategic support, and fair judgment in all matters.

It upholds the Company's vision, values, and goals.

The Board is made up of experienced professionals who are experts in their fields and bring many years of

knowledge to the Company. They are committed to running the business in a legal and ethical way and are well-equipped to guide the Company in the right direction.

The Board strongly believes in following the highest standards of corporate governance. This helps ensure that the

Company grows in a responsible way and works in the best interests of all its stakeholders over the long term.

The Board is responsible for setting strategic policies, approving annual plans and budgets, reviewing capital

spending, new projects, and investment proposals. It also monitors performance, ensures legal compliance, and

oversees risk management on a regular basis. The Board also make sure that at least four Board meetings are held

every year-one in each quarter. The gap between any two meetings does not exceed 120 days, as required by law. In

addition to Board meetings, various Board Committees meet as per legal requirements. Independent Directors also

meet separately at least once a year, as required by regulations.

l Composition of the Board :

An independent and well-informed Board goes a long way in protecting the stakeholders' interest. The composition

of your Company's Board represents an optimal mix of professionalism, knowledge and experience that enables the

CORPORATE GOVERNANCE REPORT

Annual Report 2025

----------------Page (36) Break----------------

= Woman Director :

As per the provisions of the Companies Act, 2013 read with the Listing Regulations, Ms. Chanda Birendrakumar

Sinhababu (DIN: 07857859), (Category: Non-Executive & Independent) and Mrs. Archana Bhole (DIN: 06737829),

(Category: Non-Executive & Non-Independent) continued to be Women Directors on the Board of the Company for

the financial year 2024-25.

= Appointments / Re-appointments during the FY under review :

a. Mr. Siddharth Raisoni (DIN: 03274539) was appointed as an Additional Director (Category: Promoter, Non-

Executive) effective from 02nd August, 2024. Further, he was appointed as a Director (Category: Promoter, Non-

Executive) on the Board of the Company liable to retire by rotation, by the Members of the Company at the Extra

Ordinary General Meeting of the Company held on 06th November, 2024.

b. Mr. Ajay Kumar Gandhi (DIN: 09516767) ceased to be an Independent Director of the Company w.e.f 06th

November, 2024 upon completion of his second fixed term of appointment.

c. Ms. Anjana Tolani (DIN: 09794298) ceased to be an Independent Director of the Company w.e.f 17th November,

2024 upon completion of her second fixed term of appointment.

d. Ms. Chanda Birendrakumar Sinhababu (DIN: 07857859) was appointed as an Additional Director (Category:

Non-Executive, Independent) of the Company effective from 23rd October, 2024. Further, Ms. Chanda

Birendrakumar Sinhababu was appointed as Non-Executive, Independent Directors of the Company, not liable

to retire by rotation, for fixed first term of Three (03) consecutive years, i.e. from 23rd October, 2024 up to 22nd

October, 2027. A Special Resolution approving her appointment was duly passed at the Extra-Ordinary General

Meeting of the Company held on 19th November, 2024.

e. Mr. Sahil Jham (DIN: 10795555) was appointed as an Additional Director (Category: Non-Executive,

Independent) of the Company effective from 23rd October, 2024. Further, Mr. Sahil Jham was appointed as

Non-Executive, Independent Directors of the Company, not liable to retire by rotation, for fixed first term of

Three (03) consecutive years, i.e. from 23rd October, 2024 up to 22nd October, 2027. A Special Resolution

approving his appointment was duly passed at the Extra-Ordinary General Meeting of the Company held on

19th November, 2024.

Category Name of the Directors

Executive Directors

Managing Director Mr. Sunil Raisoni

Non- Executive Directors:-

Non-Executive, Independent Director Ms. Chanda Birendrakumar Sinhababu

Non-Executive, Independent Director Mr. Kalpesh Bafna

Non-Executive, Independent Director Mr. Vineet Ladhania

Non-Executive, Independent Director Mr. Sahil Jham

Non-Executive, Non-Independent Director Mrs. Archana Bhole

Non-Executive, Non-Independent Director Mr. Siddharth Raisoni

Board in discharging its responsibilities and providing effective leadership and support to the business.

As of March 31, 2025, your Company has 7 (Seven) Directors including 1 (One) Managing Director, 2 (Two) Non-

Executive, Non-Independent Director and 4 (Four) Independent Directors. The profile of Directors can be found at

our website at https://shradhaaitechnologies.com/.

Composition and Category of Directors as of 31st March, 2025 is as follows:

Annual Report 2025

----------------Page (37) Break----------------

l Meetings, agenda and proceedings etc. of the Board of Directors

The attendance of Director/s at the Board Meeting/s and Thirty-Fifth (35th) Annual General Meeting,

details of their Directorship in other Companies, Partnership in other Firms or LLP and Membership in the

Board Committees of the Company:-

In accordance with Regulation 26 of the Listing Regulations, none of the Directors are members in more than 10

committees excluding private limited companies, foreign companies and companies under Section 8 of the

Companies Act, 2013 or act as Chairperson of more than 5 committees across all listed entities in which he/she is a

Director. Further all Directors have informed about their Directorships, Committee Memberships/Chairmanships

including any changes in their positions.

Sr. Name of the Director Designation Directorship Partnership Committee

No in other in LLP's Membership

Companies (including Shradha

AI Technologies Ltd)

01 Mr. Sunil Raisoni Managing Director 12 7 1

02 Mr. Siddharth Raisoni Non-Independent Director 2 9 Nil

03 Mrs. Archana Bhole Non-Independent Director 4 Nil Nil

04 Mr. Kalpesh Bafna Independent Director Nil 2 4

05 Mr. Ajay Kumar Gandhi* Independent Director 1 Nil 3

06 Ms. Anjana Tolani* Independent Director Nil Nil 1

07 Mr. Vineet Ladhania Independent Director 2 2 3

08 Mr. Sahil Jham Independent Director Nil Nil 1

09 Ms. Chanda Independent Director 2 Nil 1

Birendrakumar

Sinhababu

Annual Report 2025

Name of the Attendance at the Board Meetings held on Attendance

thDirector at 35 AGM

21.05.24 30.05.24 02.08.24 14.10.24 23.10.24 22.11.24 22.01.25 03.03.25 27.03.25 19.07.24

Mr. Sunil Raisoni Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes

Mr. Kalpesh Bafna Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes

Mr. Ajay Kumar Gandhi Yes Yes Yes Yes Yes NA (Cessation w.e.f. Yes

06th November 2024)

Ms. Anjana Tolani Yes Yes Yes Yes Yes NA (Cessation w.e.f.

17th November 2024) Yes

= Board Meetings during the Year and attendance of directors :

During the Financial Year 2024-2025, the Board of Directors met Nine (9) times i.e., on (1) 21st May, 2024 (2) 30th

May, 2024 (3) 02nd August, 2024 (4) 14th October, 2024 (5) 23rd October, 2024 (6) 22nd November, 2024 (7) 22nd

January, 2025 (8) 03rd March, 2025 and (9) 27th March 2025. The maximum gap between any two consecutive

meetings was less than one hundred and twenty days, as stipulated under Section 173(1) of the Act, and Regulation

17(2) of the Listing Regulations and the Secretarial Standard by the Institute of Company Secretaries of India.

The details of the attendance of each Director at Board Meetings, last Annual General Meeting (“AGM”) and their

Directorship in other Indian Companies and membership in the Committees thereof are as under:

* Mr. Ajay Kumar Gandhi (DIN: 09516767) and Ms. Anjana Tolani (DIN: 09794298) ceased to be an

Independent Director of the Company w.e.f. 06th November, 2024 and 17th November, 2024 resp.

----------------Page (38) Break----------------

Annual Report 2025

= Board Processes :

a. A detailed agenda, setting out the business to be transacted at the meeting(s), supported by detailed notes and

presentations, if any, is sent to each Director before the date of the Board Meeting(s) and of the Committee meeting(s).

b. The Directors are provided with the video conferencing (VC) facility to participate in Board and Committee meetings.

The Directors participated in these meetings either through the VC facility or in person.

c. The Company has well-established framework for the meetings of the Board and its Committees to enable decision

making process at the meetings in an informed and efficient manner. The Directors have unrestricted access to all the

information pertaining to the Company.

d. The Board has constituted Audit Committee, Nomination and Remuneration Committee, Corporate Social

Responsibility Committee and Stakeholders Relationship Committee. Each of the Committees deal with matters as

mandated by the statutory regulations and play a very crucial role in the overall governance structure. All the

Committees have specific terms of reference approved by the Board which outlines the composition, scope, powers &

duties and responsibilities. At each Board meeting, the Chairperson of respective Committees briefs the Board on

matters discussed by the Committee at their respective meetings. The minutes of the meeting of all Committees are

placed before the Board for review. During the year, all recommendations of the Committees of the Board have been

accepted by the Board.

e. The Board of Directors had established a Management Committee to oversee the day to day operations of the

Company, which consist of Two Directors and Chief Executive Officer subject to supervision and control of the Board

of Directors. The Management Committees appointed by the Board of Director make decision within the authority

delegated. All decisions/ recommendation of the Committees are placed before the Board of Director for information

and/or it's its approval.

f. The Company adheres to the provisions of the Act, Secretarial Standards and Listing Regulations with respect to

convening and holding the meetings of the Board of Directors, its Committees, and the General Meetings of the

members of the Company.

= Independent Directors:

The Company has complied with the definition of Independence according to the provisions of section 149(6)

Companies Act, 2013 and as stipulated by Schedule IV - Code of Independent Directors to the Companies Act, 2013.

Eminent people having an independent standing in their respective field/profession, and who can effectively

contribute to the Company's business and policy decisions are shortlisted by the Human Resources Department and

thereon, the Nomination and Remuneration Committee, shall consider and recommend for the appointment, as

Name of the Attendance at the Board Meetings held on Attendance

thDirector at 35 AGM

21.05.24 30.05.24 02.08.24 14.10.24 23.10.24 22.11.24 22.01.25 03.03.25 27.03.25 19.07.24

Mr. Vineet Ladhania Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes

Mrs. Archana Bhole Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes

Mr. Siddharth Raisoni NA Yes Yes Yes Yes Yes Yes Yes NA

(Appointment

w.e.f. 02nd

August 2024)

Ms. Chanda NA (Appointment w.e.f. Yes Yes Yes Yes Yes NA

Birendrakumar 23rd October 2024)

Sinhababu

Mr. Sahil Jham NA (Appointment w.e.f. Yes Yes Yes Yes Yes NA

23rd October 2024)

----------------Page (39) Break----------------

Annual Report 2025

Independent Directors to the Board of Directors of the Company. The Committee, inter alia, considers qualification,

positive attributes, area of expertise and number of Directorships and Memberships held in various committees of

other companies by such persons. The Board considers the Committee's recommendation, and takes appropriate

decision.

= Declaration By Independent Directors:

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first

meeting of the Board in every FY, gives a declaration that he / she meets the criteria of Independence as provided under

Section 149(6) of the Act and applicable rules made thereunder and Regulation 16(1)(b) & 25(8) of the Listing Regulations.

The Company has received necessary declarations from each Independent Director that he / she meets the criteria of

Independence in terms of the said provisions.

None of the Non-Executive, Independent Directors has any material pecuniary relationship or transactions with the Company.

= Induction, Training and Familiarisation Programme for Board Members:

The Independent Directors of the Company meet without the presence of the Executive Directors and Non- Executive

Director. These Meetings are conducted to enable the Independent Directors to, inter alia, discuss matters pertaining

to review of performance of Executive and Non-Independent Directors and the Board of Directors as a whole, assess

the quality, quantity, and timeliness of flow of information between the Company Management and the Board that is

necessary for the Board to perform their duties effectively. Further, they are periodically updated on material

changes in regulatory framework and its impact on the Company.

When an Independent Director is inducted on the Board, a detailed induction program is conducted including

organization structure, ethics and compliance practices, key therapies and products in which the Company operates,

performance management, succession planning, Company policies, etc. The details of such familiarization

programmes for Independent Director(s) are put up on the website of the Company https://shradhaaitechnologies

.com/.

= Evaluation of the Board's Performance:

The performance evaluation criteria for independent directors is determined by the Nomination and Remuneration

Committee. An indicative list of factors on which evaluation was carried out includes participation and contribution

by a director, commitment, effective deployment of knowledge and expertise, integrity and maintenance of

confidentiality and independence of behavior and judgment.

In a separate meeting of the Independent Directors, the performance of the Non-Independent Directors,

performance of the Board as a whole and performance of the Chairperson was evaluated.

3) BOARD COMMITTEES :

The Board Committees play a crucial role in the governance structure of the Company and are being set out to deal

with specific areas / activities which concern the Company and need a closer review. They are set up under the formal

approval of the Board to carry out their clearly defined roles. The Board supervises the execution of its responsibilities

by the committees and is responsible for their actions.

Keeping in view the requirements of the Act as well as the Listing Regulations, the Board has decided the terms of

reference of the various committees which set forth the purposes, goals and responsibilities of the Committees. All

observations, recommendations and decisions of the Committees are placed before the Board for information and /

or for approval.

----------------Page (40) Break----------------

Annual Report 2025

Board Committees

as on March 31, 2025

Audit

Committee

Nomination and

Remuneration

Committee

Stakeholder's

Relationship

Committee

Corporate Social

Responsibility

Committee

I. AUDIT COMMITTEE :

Your Company has a duly constituted Audit Committee was formed as per the rules in Section 177 of the Companies

Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Its

main duties include reviewing financial statements, annual budgets, internal controls, accounting methods, internal

audits, and overall management processes.

During the year, the Audit Committee was re-constituted due to the cessation of Ms. Anjana Tolani (Non-Executive,

Independent Director) as a chairperson of the Committee w.e.f. 17th November 2024 upon completion of her

second fixed term of tenure of appointment and of Mr. Sahil Jham (Non-Executive, Independent Director) of the

Company was appointed as the Member of the Committee w.e.f. 23rd October 2024.

During the year ended 31st March 2025 Eight (08) meetings of the Audit Committee were held on (1) 21st May, 2024,

(2) 30th May 2024 (3) 02nd August, 2024 (4) 23rd October, 2024 (5) 22nd November, 2024 (6) 22nd January, 2025 (7)

03rd March, 2025 and (8) 27th March, 2025. The Company is in compliance with the provisions of Regulation 34(3)

and 53(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The necessary quorum

was present at all the meetings.

The Composition of the Audit Committee and the meeting attendance details of Members is as follows:

Attendance:

Name of the Director Designation Category No. of meetings

attended

Ms. Anjana Tolani* Chairperson Independent Director 4/8

Mr. Vineet Ladhania** Chairman Independent Director 8/8

Mr. Kalpesh Bafna Member Independent Director 7/8

Mr. Sahil Jham# Member Independent Director 4/7

*1. Ms. Anjana Tolani (DIN: 09794298) ceased to be the Chairperson of the Committee w.e.f 17th November, 2024 upon

completion of her second fixed term of appointment.

**2. Mr. Vineet Ladhania was appointed as the Chairman of the committee w.e.f. 18th November 2024.

#3. Mr. Sahil Jham appointed as a member of the Audit Committee w.e.f. 23rd October 2024.

4. Composition of the Audit Committee has been re-constituted w.e.f. 23rd October 2024.

The Company Secretary acts as a Secretary to the Committee.

II. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee ('NRC') was formed in compliance with Section 178 of the

Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015. This Committee was formed for identifying persons to be appointed as Directors

and Senior Management positions, to recommend to the Board for appointment and removal of Directors, carryout

evaluation of Directors, formulate criteria for determining qualifications, positive attributes and independence of

Directors, recommend policy relating to remuneration of Directors / Senior Management.

Management

Committee

----------------Page (41) Break----------------

Annual Report 2025

Four (04) meetings of the Nomination & Remuneration Committee were held on (1) 30th May, 2024 (2) 02nd August,

2024 and (3) 14th October 2024 and (4) 23rd October, 2024 during the financial year under review.

Nomination and Remuneration Committee ('NRC') comprises of three members, who are Independent Directors of

the Company, namely:

Name of the Director Designation Category No. of meetings attended

*Ms. Chanda Birendrakumar Sinhababu Chairperson Independent Director *NA

**Mr. Ajay Kumar Gandhi *Chairman Independent Director 3/4

Mr. Vineet Ladhania Member Independent Director 4/4

Mr. Kalpesh Bafna Member Independent Director 4/4

Note:

*1. Ms. Chanda Birendrakumar Sinhababu was appointed as the Chairperson of the committee w.e.f. 07th November

2024

**2. Mr. Ajay Kumar Gandhi ceased to be a Chairman of the Committee w.e.f. 6th November 2024 upon completion of his

second fixed term of appointment.

3. Composition of the Nomination & Remuneration Committee has been re-constituted w.e.f. 23rd October 2024.

The Company Secretary acts as a Secretary to the Committee.

Board Performance Evaluation:

The role of Nomination and Remuneration Committee includes to lay down the process for evaluation of the

performance of Board, its Committees and individual Director and review its implementation and compliance. The

Securities and Exchange Board of India (SEBI) in its Master Circular dated 11th November 2024 has included a guidance

note on Board Evaluation specifying the criteria for evaluation of performance of (i) the Board as a whole (ii) individual

Directors (including Independent Directors & Chairperson) and (iii) various Committees of the Board. Accordingly, the

performance Evaluation of the Board, the Individual Directors and the Committees has been carried out by the

Committee in accordance with the aforesaid circular.

= Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company is performance driven and is designed to motivate

employees, recognize their achievements, and promote excellence in performance. The Nomination and

Remuneration Committee has approved the Nomination and Remuneration Policy which sets out criteria for

inducting Board members.

Overall, the policy provides guidance on:

(1) Selection and nomination of Directors to the Board of the Company;

(2) Appointment of the Senior Management Personnel of the Company; and

(3) Remuneration of Directors, Key Management Personnel and other employees.

The Policy is available on Company's website at https://shradhaaitechnologies.com/.

= REMUNERATION OF DIRECTORS:

Remuneration paid to Executive Director & Key Managerial Persons (KMP):

The appointment and remuneration of executive Directors & Key Managerial Persons (KMP) is governed by the

recommendation of the Nomination and Remuneration Committee, resolution passed by the Board of Directors and

Shareholders of the Company. The Remuneration of Executive Director(s) comprises of salary, perquisites,

allowances and contribution to provident and other retirement funds as approved by the Shareholders in the

General Meetings. Annual increments are linked to the performance and are decided by the Nomination and

Remuneration Committee and recommended to the Board of Directors for approval thereof.

The total remuneration of Executive Directors consists of:

• A fixed component – consisting of salary, perquisites and benefits; the perquisites and benefits are in line with

the applicable and prevalent rules of the Company.

----------------Page (42) Break----------------

Annual Report 2025

• No sitting fees is payable to any Executive Director/s of the Company for attending the Board and/or Committee

meeting/s.

Further, as a matter of policy the Company adheres to and follows the relevant provisions of the Companies Act,

2013 read with relevant Schedule & Rules made there under, for payment of remuneration to the Executive Directors

and Key Managerial Personnel of the Company. The remuneration package of the Executive Directors is normally

decided over a period for 3/5 years by the Nomination and Remuneration Committee. Presently, the Company does

not have a scheme for grant of stock options or performance linked incentive for its Directors.

The aggregate value of salary and perquisites paid/payable to Executive Directors & Key Managerial Persons (KMP)

for the year ended 31st March, 2025 is as below.

Particulars Mr. Sunil Raisoni Ms. Harsha Bandhekar

(Managing Director) (Company Secretary)

Fixed Components:Salary and allowances 18.00 5.25

Monetary Value Perquisites -- --

Reimbursement of Expenses -- --

Variable Components: -- --

Commission -- --

Bonus / Incentive / Variable Pay -- --

Total -- --

Leave Encashment -- --

Gross Total 18.00 5.25

Director's Sitting Fees for FY 2024-2025 -- --

Outstanding Stock Options as at 31st March, 2025 -- --

Shareholding as at 31st March, 2025 17167140 --

(Rs. In lacs)

= Remuneration to Non-Executive Directors :

The Non-Executive Directors are paid remuneration in the form of sitting fees and during the year, there were no pecuniary

relationships or transactions between the Company and any of its Non-Executive Directors apart from sitting fees.

Independent Directors and Non-executive Directors are paid Sitting fees for attending Board and Committee Meetings.

The Sitting fees paid and Commission payable to Independent Director/ Nonexecutive Directors for the year ended

31st March 2025 is given below:

No. Name of the Director Sitting Fees paid Commission Payable Total

1 Mr. Siddharth Raisoni 0.60 0.60

2 Mr. Ajay Gandhi 0.50 - 0.50

3 Mr. Kalpesh Bafna 0.90 - 0.90

4 Ms. Anjana Tolani 0.50 - 0.50

5 Mr. Vineet Ladhania 0.90 - 0.90

6 Mrs. Archana Bhole 0.90 - 0.90

7 Mr. Sahil Jham 0.40 0.40

8 Ms. Chanda Birendrakumar Sinhababu 0.40 0.40

(Rs. In lacs)

Besides dividend on equity shares held, if any, by the non-executive directors no other payments have been made or

transaction of a pecuniary nature entered into by the Company with the said directors.

----------------Page (43) Break----------------

Annual Report 2025

III. STAKEHOLDERS RELATIONSHIP COMMITTEE:

As per the rules under Section 178(5) of the Companies Act, 2013 and Regulation 20 along with Part D of Schedule II

of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this Committee has been set up to

ensure that shareholders and investors receive proper services as required by law.

The Committee regularly checks how well these services are being provided, especially in handling shareholder

complaints or issues such as delays in share transfers, not receiving the Annual Report or dividends, or requests for

duplicate share certificates. It also reviews the actions taken by the Company to resolve these matters.

During the year the One (1) meeting of the Stakeholders Relationship Committee was duly held on 16th July 2024.

The table below provides the attendance of the Committee members:

The Composition of the Committee and the meeting attendance details of Members is as follows:

Name of the Director Designation Category No. of

meetings attended

*Mr. Kalpesh Bafna *Chairman / Member Independent Director 1/1

**Mr. Ajay Kumar Gandhi *Chairman Independent Director 1/1

Mr. Vineet ladhania Member Independent Director 1/1

***Ms. Chanda Member Independent Director NA

Birendrakumar Sinhababu

Note:

*1. Mr. Kalpesh Bafna was appointed as the Chairman of the committee w.e.f. 07th November 2024.

**2. Mr. Ajay Kumar Gandhi ceased to be a Chairman of the Committee w.e.f. 6th November 2024 upon completion of his

second fixed term of appointment.

***3. Ms. Chanda Sinhababu was appointed as the member of the committee w.e.f. .e.f. 23rd October 2024..

4. Composition of the Stakeholders Relationship Committee has been re-constituted w.e.f. 23rd October 2024.

The Secretarial Department of the Company and the Registrar and Share Transfer Agents namely, Skyline Financial

Services Private Limited attend to all grievances of the shareholders received directly through SEBI, Stock Exchanges,

Registrar of Companies, Ministry of Corporate Affairs, etc. The Minutes of the Stakeholders Relationship Committee

Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings. Continuous efforts are

made to ensure that the grievances are more expeditiously redressed to the satisfaction of the Investors. Shareholders

are requested to kindly provide their contact details to facilitate prompt action.

The Company Secretary acts as Secretary to the Committee.

a) Nature of Complaints and Redressal Status:-

The following table shows the Shareholders' complaints received during FY 2024-2025:

Particulars No. of Complaints

Investor complaints pending at the beginning of the year NIL

Investor complaints received during the year NIL

Investor complaints disposed off during the year NIL

Investor complaints remaining unresolved at the end of the year NIL

----------------Page (44) Break----------------

Annual Report 2025

IV. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The Corporate Social Responsibility Committee was constituted in compliance with the provisions of Section 135 of

the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, to formulate

policies, indicate the activities / projects and the amount of expenditure to be incurred in relation to the CSR

activities of the Company.

• Meetings and Attendance during the year :

During the Year the meeting of the Corporate Social Responsibility was duly held on 23rd October, 2024. The table

below provides the attendance of the Committee members:

Name of the Director Designation Category No. of meetings attended

Mr. Kalpesh Bafna Chairman Independent Director 1/1

Mr. Sunil Raisoni Member Managing Director 1/1

*Mr. Ajay Kumar Gandhi Member Independent Director 1/1

**Ms. Archana Bhole Member Non Executive Director NA

Note:

*1. Mr. Ajay Kumar Gandhi ceased to be a Chairman of the Committee w.e.f. 6th November 2024 upon completion of his

second fixed term of appointment

**2.Ms. Archana Bhole was appointed as the member of the committee w.e.f. 07th November 2024

3. Composition of the CSR Committee has been re-constituted w.e.f. 23rd October 2024.

The CSR Committee provides guidance on various CSR activities to be undertaken by the Company and monitors its

progress.

The Company Secretary acts as Secretary to the Committee.

n The details of CSR project undertaken by the Company:

Sr. Name of Item from the list of Local Location of Amount spent Mode of Mode of

No. the Project activities in Schedule area the project for the project Impleme- Implementation

VII to the Act (Yes/No) (in Rs. Lacs) ntation- - Through

Direct Implementing

(Yes/No) Agency

State District Name CSR

Registration

Number

1 Promoting to Empower Education, Yes Nagpur 10.00/- No JITO CSR00010876

Education facilitate and strengthen Administrative

the process of preparing Training

deserving youth for Foundation

joining Civil Services

2 Promoting Education programs Yes Nagpur 0.50/- No Jamdar CSR00064158

Education focusing on High

enhancement of School

knowledge leading to Education

up-gradation of skills Society

and empowerment &

fee concession to

the students

----------------Page (45) Break----------------

Annual Report 2025

Note: the detail on expenditures made on CSR project are mentioned in the Annual Report on

Corporate Social Responsibility (CSR) Activities annexed to the Board Report as Annexure- D.

4) GENERAL BODY MEETINGS:-

a) Location and time where last three Annual General Meetings were held are as under:-

Financial Date and Time Location/Venue of Details of Special Resolution

Year the Meeting passed

2023-2024 19th day of July, 2024 Video Conferencing (“VC”) or Other

at 11.30 A.M. Audio-Visual Means Deemed Venue :

Registered Office of the Company -

at 1st floor, 345, Shradha House,

Kingsway Road, Nagpur - 440001,

Maharashtra, India

2022-2023 30th day of June, 2023 Video Conferencing (“VC”) or Other

at 12.30 P.M. Audio-Visual Means Deemed Venue:

Registered Office of the Company -

at 1st floor, 345, Shradha House,

Kingsway Road, Nagpur - 440001,

Maharashtra, India

2021-2022 24th day of September, Video Conferencing (“VC”) or Other 1. Re-appointment of Mrs. Shobha

2022 at 10.30 A.M. Audio-Visual Means Deemed Venue Raisoni (DIN: 00162943) as

Registered Office of the Company Managing Director.

at D-91, MIDC Jalgaon,

Jalgaon - 425001, Maharashtra, India

B) Details of Extra Ordinary General Meetings were held during the year:-

Sr. Date and Time Location/Venue of the Meeting Details of Special Resolution passed

No.

1 06th November, Registered Office of the Company at 1. To appoint Siddharth Raisoni (DIN: 03274539) as

2024 at D-91, MIDC Jalgaon, Jalgaon - 425001, a Director of the Company

03.00 P.M. Maharashtra, India-through video

conferencing/other audio visual means

2 19th November, Registered Office of the Company at 1. To appoint Mr. Sahil Jham (DIN: 10795555) as an

2024 at 1st floor, 345, Shradha House, Independent Director of the Company.

12.00 P.M. Kingsway Road, Nagpur - 440001, 2. To appoint Ms. Chanda Birendrakumar

Maharashtra, India, through video Sinhababu (DIN: 07857859) as an Independent

conferencing/other audio visual means Director of the Company.

3. Sub-division of the Equity Shares of the

Company.

4. Alteration of Capital Clause V of Memorandum

of Association (MOA) of the Company.

C) Postal Ballot Conducted During The Year

During the financial year 2024-25 the Company has not passed any resolution through Postal Ballot.

----------------Page (46) Break----------------

Annual Report 2025

Day and Date Friday, 29th August, 2025

Time 11.30 A.M.

Venue Since the AGM is held through VC / OVAM, the registered office of the Company will be the

deemed venue.

b) Details of Shares Listed On Stock Exchange As On 31st March, 2025 Is As Under:

Listed on Stock Exchange 1. The Metropolitan Stock Exchange of India Limited (MSE) - Main

Board 205(A), 2nd floor, Piramal Agastya Corporate Park, Kamani

Junction, LBS Road, Kurla (West), Mumbai – 400070.

2. BSE Limited- Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001

d) Stock Market Data

The high and low prices recorded on the Stock Exchanges with the respective BSE Sensex and Indices (SX40) are as

under:

c) STOCK CODE

Trading Symbol at Stock Exchange SHRAAITECH

Demat ISIN Number in NSDL & CDSIL INE489B01031

5) MEANS OF COMMUNICATION:-

a) The Unaudited Quarterly results are announced within forty-five days from the close of the respective period. The

audited annual results are announced within sixty days from the closure of financial year as per the requirement

of the listing regulations with the Stock Exchanges.

b) The Company's financial results are displayed on the Company's website at https://shradhaaitechnologies .com/,

under the investors section.

c) Management Discussion and Analysis forms part of this Annual Report.

d) The financial results, shareholding pattern, quarterly compliances and all other corporate communication to the

Stock Exchanges i.e. the Metropolitan Stock Exchange of India Limited and BSE are filed electronically. The

Company has complied with filing submission at MSE through mylisting portal and on xbrl.msei.in and at BSE

through BSE Listing Center.

6) GENERAL SHAREHOLDER INFORMATION :

a) ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2024-2025:

Month Share Price of SAITL BSE SENSEX MSEI SX40

High Low High Low High Low

April 2024 61.00 48.66 75124.28 71816.46 43,265.36 41,843.95

May 2024 55.2 47.00 76009.68 71866.01 43,643.65 41,779.14

June 2024 84.08 46.20 79671.58 70234.43 45,764.87 41,588.01

July 2024 106.82 77.26 81908.43 78971.79 47,309.14 45,686.35

August 2024 85.57 68.58 82637.03 78295.86 47,831.79 45,427.65

September 2024 80.18 66.10 85978.25 80895.05 49,756.47 47,068.39

October 2024 83.99 66.25 84648.4 79137.98 48,974.44 45,975.35

November 2024 92.75 75.29 80569.73 76802.73 46,519.09 44,472.88

December 2024 131.67 44.84 82317.74 77560.79 47,278.46 44,891.17

January 2025 63.64 48.92 80072.99 75267.59 46,057.01 43,138.95

February 2025 52.00 39.65 78735.41 73141.27 45,023.83 41,751.31

March 2025 45.91 36.74 78741.69 72633.54 44,686.27 41,655.08

----------------Page (47) Break----------------

Annual Report 2025

e) REGISTRAR & SHARE TRANSFER AGENT AND PROCESS OF TRANSFER OF SHARES

M/s. Skyline Financial Services Private Limited, CIN: U74899DL1995PTC071324, Address: 4/505, Dattani Plaza,

Andheri Kurla Road, Safeed Pool, Mumbai- 400072, Maharashtra, India have been acting as the Registrar &

Share Transfer Agent of the Company. All the Shareholders and Investors related Services, subject to the

approval of the Company either through Board or Committee of the Board, are done by the said Registrar and

Share Transfer Agent for and on behalf of the Company.

Green Initiative – As a part of its green initiative, the Company has taken necessary steps to send documents viz.

notice of the general meeting, Annual Report, etc. at the registered email addresses of shareholders. Those who

have not yet registered their email ids are requested to register the same with the Registrar & Share Transfer

Agents/Depository, to enable the Company to send the documents by electronic mode.

f) DISTRIBUTION OF SHAREHOLDING AS ON 31ST MARCH, 2025:

Range of Equity Number of % of No. of Equity % of

Shares held (Nos) Holders Shareholders Shares held Capital

Upto - 5,000 12534 87.75 1077279.00 1.77

5,001 - 10,000 621 4.35 469369.00 0.77

10,001 - 20,000 491 3.44 749536.00 1.23

20,001 - 30,000 235 1.65 592807.00 0.97

30,001 - 40,000 70 0.49 251152.00 0.41

40,001 - 50,000 117 0.82 559814.00 0.92

50,001 - 1,00,000 79 0.55 553721.00 0.91

1,00,001 and above 136 0.95 56698742.00 93.02

TOTAL 14283 100.00 60952420.00 100.00

g) SHAREHOLDING PATTERN (CATEGORY WISE) AS ON 31ST MARCH, 2025

Sr. No. of Total Equity Percentage

No. Category Shareholders Shares of Total

Shareholding

1 Promoters & Promoter Group

(Individuals / Body Corporates ) 15 45507610 74.66%

2 Non-institutions - Non Resident Indians 85 108911 0.18%

3 Bodies Corporate (Public) 29 4525354 7.42%

4 Indian Public Shareholders 14155 10810545 17.74%

5 Clearing Members / Corporations /

Market Makers - - -

TOTAL 14283 60952420 100%

h. DEMATERIALIZATION OF SHARES AND TRADING AT STOCK EXCHANGES (LIQUIDITY)

The Company has admitted its shares to the depository system of National Securities Depository Limited (NSDL) and

Central Depository Services (India) Limited (CDSL) for dematerialization of shares. The equity shares of the Company

are compulsorily traded in dematerialized form as mandated by Securities and Exchange Board of India (SEBI).

----------------Page (48) Break----------------

Related Party Relationship

Mr. Sunil Raisoni Managing Director, Key Managerial Personnel

Mr. Pritam Raisoni Chief Financial Officer (CFO)

Ms. Harsha Bandhekar Company Secretary, Key Managerial Personnel

Mrs. Archana Bhole Non-Executive, Non Independent Director

Mr. Siddharth Raisoni Non-Executive, Non Independent Director

SGR Infratech Private Limited Promoter Group Company

Riaan Ventures Private Limited Promoter Group Company

Vibrant Infotech (Nagpur) Private Limited Promoter Group Company

Moodscope AI Private Limited Subsidiary Company

• Related Party Disclosures:

Annual Report 2025

i STATUS OF DEMATERIALIZATION OF SHARES

As on 31st March, 2025, 98.74 % of the Company's equity shares are held in dematerialized form and are listed on the

Main Board Platform of Metropolitan Stock Exchange of India Limited (MSE) Platform as well as on Main Board of BSE

Limited.

7) AFFIRMATIONS AND DISCLOSURES:

• Compliance with Governance framework – The Company is in compliance with all the mandatory requirements

of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

a) Related Party Transactions -

All related party transactions entered during the financial year were at an arm's length basis and in the ordinary

course of business. There are no materially significant related party transactions made by the Company with

Promoters, Directors, Key Managerial Personnel, or other designated persons which may have a potential

conflict with the interest of the Company at large. Accordingly, the detailed information for the transactions with

the Key Managerial Personnel (KMP) with respect to payment of Managerial Remuneration pursuant to Section

134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 (as amended)

are provided in “Annex - A” in prescribed Form No. AOC-2 and the same forms part of this Annual Report.

As required under regulation 23(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,

the Company has formulated a policy on dealing with Related Party Transactions. The Policy is available on the

website of the Company at https://shradhaaitechnologies.com/.

None of the transaction with related parties was in conflict with the interest of the Company. All the transactions

are in the normal course of business and have no potential conflict with the interest of the Company at large and

are carried out at arm's length basis or fair value.

the detailed information about the Related Party Transaction has been given in the Form AOC-2 annexed to the

Board Report as Annex-A.

The Company's Board has approved a policy for managing related party transactions, which is available on the

Company's website at https://shradhaaitechnologies.com/.

----------------Page (49) Break----------------

Annual Report 2025

Note:

The Company has received the disclosure of interest from all the Directors and Key Managerial Personnel (KMP) of

the Company in the Form No. MBP-1 as prescribed under the provisions of Section 184 of the Companies Act, 2013

read with rules made there under along with the list of their relatives as per Sub-section (77) of Section 2 of the

Companies Act, 2013.

b) Details of non-compliance by the Company, penalties and strictures imposed on the Company by the Stock

Exchanges or SEBI or any statutory authority, on any matter related to the capital market, during the last

three years:

There was no case of non-compliance of provisions of Companies Act, 2013 or Rules and regulations of Stock

Exchanges or SEBI or any statutory authority.

c) Whistle Blower Policy and affirmation that no personnel have been denied access to the Audit, Risk &

Compliance Committee:

Vigil Mechanism / Whistle Blower Policy - Pursuant to Section 177 (9) and (10) of the Companies Act, 2013 and the

SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 the Company has adopted an Ombuds

process which is a channel for receiving and redressing employees' complaints. No personnel in the Company has

been denied access to the Audit, Risk and Compliance Committee or its Chairman.

d) Disclosure of Accounting Treatment - In the preparation of financial statements the Company has followed the

Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies

which are consistently applied are set out in the notes to the financial statements.

e) Risk Management – Business risk evaluation and management is an ongoing process within the Company. The

assessment is periodically examined by the Board.

f) Disclosure under Section 22 & 28 of the Sexual Harassment of Women at the Workplace (Prevention,

Prohibition & 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 & 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.

The following is the Summary of sexual harassment complaints received and disposed off during the financial year

2024-2025:

No. of Complaints Received NIL No. of Complaints Disposed off NIL

g) Compliance with Mandatory Requirements:

Your Company has complied with all the mandatory corporate governance requirements under the Listing

Regulations.

h) CEO / CFO Certificate on Corporate Governance:

The Company has also obtained a certificate from the MD / CFO of the Company regarding compliance stipulation of

Corporate Governance as stipulated in the Listing Regulations.

----------------Page (50) Break----------------

Annual Report 2025

i) Certificate on Corporate Governance :

The Company has obtained a Certificate regarding compliance stipulation of Corporate Governance as stipulated in

the Listing Regulations from Ms. Riddhita Agrawal, Practicing Company Secretary, (ICSI Membership No - 10054 &

Certificate of Practice No - 12917), and the same is reproduced hereunder.

The Company has also obtained a Certificate of non-disqualification of Directors from Ms. Riddhita Agrawal,

Practicing Company Secretary, Mumbai (ICSI Membership No-10054 & Certificate of Practice No-12917), pursuant

to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Listing Regulations and the same is also reproduced

hereunder.

8) DISCRETIONARY REQUIREMENTS UNDER SCHEDULE II PART E OF THE SEBI LISTING REGULATIONS:

a) Shareholder's Rights:

The financial results are or will not be furnished to the individual Shareholder/s and instead, are or will be

disseminated through the Stock Exchange (BSE and MSEI) and also, displayed or posted on the Company's website

at https://shradhaaitechnologies.com/.

b) Modified opinion in audit reports:

For FY 2024-2025, the Auditors have expressed an unmodified opinion on the Financial Statements of the Company.

The Company continues to adopt best practices to ensure a regime of unmodified Financial Statements.

c) Reporting of Internal Auditor:

The Company had appointed M/s V. K. Surana & Co., (ICAI Firm Registration No. 110634W) Chartered Accountants,

Nagpur as the Internal Auditor of the Company for reviewing the internal control system operating in the Company.

The Internal auditors report to the Audit Committee.

----------------Page (51) Break----------------

Annual Report 2025

ADDRESS FOR CORRESPONDENCE :

ADDRESS FOR CORRESPONDENCE OF SHAREHOLDERS / INVESTORS

For all matters relating to Shares &

Dematerialization of shares be sent to

Skyline Financial Services Private Limited

CIN: U74899DL1995PTC071324

Corporate Office: 4/505, Dattani Plaza, Andheri Kurla Road, Safeed Pool,

Mumbai- 400072., Maharashtra, India Phone : 022 - 62215779Fax : 022 - 28511022

E-mail : mumbai@skylinerta.com Website : www.skylinerta.com

Enclosures :

1. Declaration from Managing Director regarding the adherence to the Code of Business Conduct and Principles by

the Board of Directors and Senior Management

2. Certification by the Managing Director (MD) on Financial Statements of the Company

3. Auditors Certificate on compliance with the conditions of Corporate Governance

4. Certificate of non-disqualification of Directors

For and on behalf of the Board

Sd/- Sd/-

Sunil Raisoni Archana Bhole

Managing Director Director

DIN: 00162965 DIN: 06737829

Address: Plot No. 75, Shivaji Nagar, Address: Plot No. 11 Maskey Layout,

Shankar Nagar, S. O, Santaji Society, Narendra Nagar,

Nagpur - 440010 , Maharashtra, India Nagpur 440015, Maharashtra, India

Place: Nagpur

Date: 21st July 2025

For all matters relating to Annual Reports / Dividend /

Grievances :

Company Secretary

Shradha AI Technologies Limited

(Formerly known as Shradha Industries Limited)1st floor, 345, Shradha House, Kingsway Road, Nagpur -

440001, Maharashtra, India Tel - 0712-6617181/82,

Email: info@shradhaaitechnologies.comWebsite: https://shradhaaitechnologies.com/

----------------Page (52) Break----------------

Annual Report 2025

Declaration from Managing Director regarding the adherence to the Code of Business Conduct and

Principles by the Board of Directors and Senior Management

The Members of

Shradha AI Technologies Limited

(Formerly known as Shradha Industries Limited)

CIN: L51227MH1990PLC054825

Address: 1st floor, 345, Shradha House,

Kingsway Road, Nagpur - 440001,

Maharashtra, India

On the basis of the written declaration received from the Members of the Board and Senior Management Personnel of

the Company in terms of the relevant Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (to the extent applicable), we hereby certify that the Members of the Board of Directors and the Senior

Management Personnel of the Company have affirmed compliance with the Code of Business Principles and Conduct of

the Company during the financial year 2024-2025 ended 31st March 2025.

Shradha AI Technologies Limited

(Formerly known as Shradha Industries Limited

Sunil Raisoni

Managing DirectorDIN: 00162965Address: Plot No. 75, Shivaji Nagar,

Shankar Nagar, S. O, Nagpur - 440010 , Maharashtra, India

Place : Nagpur

Date : 21st July 2025

----------------Page (53) Break----------------

Annual Report 2025

Certification by the Managing Director (MD) and Chief Financial Officer (CFO) on Financial

Statements of the Company:

(Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015)

We, Sunil Raisoni, Managing Director and Pritam Raisoni, Chief Financial Officer of Shradha AI Technologies Limited

(Formerly known as Shradha Industries Limited), certify that:

A. We have reviewed the financial statements and the cash flow statement for the year ended 31st March, 2025 and to

the best of our knowledge and belief:

(1) these statements do not contain any materially untrue statement nor omit any material fact nor contain

statements that might be misleading and

(2) these statements together present a true and fair view of the Company's affairs and are in compliance with the

existing accounting standards, applicable laws and regulations.

B. there are, to the best of our knowledge and belief, no transactions entered into by the Company during the year,

which are fraudulent, illegal or in violation of the Company's code of conduct;

C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that they have

evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we

have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal

controls, if any, of which we are aware and the steps that we have taken or propose to take to rectify the identified

deficiencies; and

D. We have indicated, based on our most recent evaluation, wherever applicable, to the Auditors and the Audit

Committee:

(1) significant changes, if any, in internal control over financial reporting during the year;

(2) significant changes, if any, in the accounting policies during the year and that the same have been disclosed in

the notes to the financial statements; and

(3) there were no instances of fraud of which we have become aware and the involvement therein, if any, of the

management or an employee having a significant role in the Company's internal control system over financial

reporting.

For and on behalf of the Board

Sd/- Sd/-

Sunil Raisoni Pritam Raisoni

Managing Director Chief Financial Officer

DIN: 00162965 PAN No. : ADKPR9324D

Address: Plot No. 75, Shivaji Nagar, Address: Vitraag 10 Saraswati Wadi,

Shankar Nagar, S. O, Ganpati Nagar, Jalgaon – 425002,

Nagpur - 440010 , Maharashtra, India Maharashtra, India

Place: Nagpur

Date: 30th April 2025

----------------Page (54) Break----------------

Annual Report 2025

The Shareholder (Members)

Shradha AI Technologies Limited

(Formerly known as Shradha Industries Limited)

CIN: L51227MH1990PLC054825

Registered Office : 1st floor, 345,

Shradha House, Kingsway Road,

Nagpur - 440001, Maharashtra, India

I have examined the compliance of conditions of Corporate Governance by Shradha AI Technologies Limited

(Formerly known as Shradha Industries Limited) ('the Company'), for the financial year 2024-2025 ended 31st March,

2025, as stipulated in Regulation 15(2) [Regulation 17 to 27 and Clauses (b) to (i) of Regulation 46(2) and Para C and D of

Schedule V] of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 [as amended], (hereinafter referred to as 'SEBI Listing Regulations').

Managements' Responsibility

The compliance of conditions of the Corporate Governance is the responsibility of the Management. This responsibility

includes the design, implementation and maintenance of internal control and procedures to ensure the compliance with

the conditions of the Corporate Governance stipulated in Listing Regulations.

Auditor's Responsibility

My responsibility is limited to examining the procedures and implementation thereof, adopted or followed by the

Company, for ensuring the voluntary compliance of the conditions of the Corporate Governance. It is neither an audit

nor an expression of opinion on the financial statements of the Company.

I have examined the books of account and other relevant records and documents maintained by the Company for the

purposes of providing reasonable assurance on the voluntary compliance with Corporate Governance requirements, by

the Company.

OpinionBased on my examination of the relevant records and according to the information and explanations provided to me together with the representations provided by the Company Management, and considering the relaxation/s granted by

the Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to the spread of the COVID -

19 Pandemic and also, the limitation for verification of physical record/s of the Company, which were obtained through

electronic mode, I certify that, the Company has complied with the conditions of Corporate Governance, as stipulated in

Regulation 15(2) [Regulation 17 to 27 and Clauses (b) to (i) of Sub-regulation (2) of Regulation 46 and Para C, D and E of

Schedule V] of the Listing Regulations, for the financial year 2024-2025 ended 31st March 2025, to the extent applicable

and adopted or followed on voluntary basis, by the Company.

I further state that such compliance is neither an assurance as to the further viability of the Company nor the efficiency or

effectiveness with which the management has conducted the affairs of the Company.

Certificate on compliance with the conditions of Corporate Governance

AUDITORS' CERTIFICATE

CS RIDDHITA AGRAWAL

Practicing Company Secretary

ICSI Mem. No.: FCS - 10054

C.P.No.: 12917

UDIN: F010054G000818026

Peer Review Certificate No. : 1838/2022

Place: Mumbai

Date: 19/07/2025

----------------Page (55) Break----------------

Annual Report 2025

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

[Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015]

The Shareholders (Members)

Shradha AI Technologies Limited

(Formerly known as Shradha Industries Limited)

CIN: L51227MH1990PLC054825

Registered Office: 1st floor, 345,

Shradha House, Kingsway Road,

Nagpur - 440001, Maharashtra, India

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Shradha AI

Technologies Limited (Formerly known as Shradha Industries Limited) ( CIN - L51227MH1990PLC054825 ) and

having its registered office at 1st floor, 345, Shradha House, Kingsway Road, Nagpur - 440001, Maharashtra, India,

(hereinafter referred to as 'the Company'), produced before me by the Company for the purpose of issuing this

Certificate, in accordance with Regulation 34(3) read with Schedule V, Para-C, Sub clause 10(i) of the Securities Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [as amended].

In our opinion and to the best of our information and according to the verifications (including Directors Identification

Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the

Company and its officers, agents and authorised representatives and considering the relaxation/s granted by the

Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to the spread of the COVID-19

pandemic and also, the limitation for verification of physical records/s of the Company , which were obtained through

electronic mode, we do hereby certify that none of the Director/s on the Board of the Company as stated below for the

financial year 2024-2025 ended on 31st March 2025 have been debarred or disqualified from being appointed or

continuing as Director/s of Companies by the Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs

(MCA), or any such other Statutory Authority:-

Ensuring the eligibility for the appointment or continuity of every Director on the Board is the responsibility of the

management of the Company. My responsibility is to express an opinion on these based on my verification. This

certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with

which the management has conducted the affairs of the Company.

Sr. No. Name of Directors DIN Date of appointment in the

Company at current designation

1 Mr. Sunil Raisoni 00162965 18/11/2022

2 Mr. Kalpesh Lalitkumar Bafna 07484027 25/03/2016

3 Mr. Ajay Kumar Gandhi 09516767 07/11/2022*

4 Ms. Anjana Tolani 09794298 18/11/2022*

5 Mrs. Archana Bhole 06737829 15/04/2023

6 Mr. Vineet Ladhania 08113413 13/10/2023

7 Mr. Siddharth Shekhar Raisoni 03274539 02/08/2024*

8 Mr. Sahil Sushil Jham 10795555 23/10/2024*

9 Ms. Chanda Birendrakumar Sinhababu 07857859 23/10/2024*

----------------Page (56) Break----------------

Annual Report 2025

CS RIDDHITA AGRAWAL

Practicing Company Secretary

ICSI Mem. No: FCS - 10054

C.P.No. 12917

UDIN: F010054G000818037

Peer Review Certificate No. : 1838/2022

Place : Mumbai

Date : 19/07/2025

*Note:

1. Cessation of Mr. Ajay Kumar Gandhi (DIN: 01709908) as Director (Category: Non - Executive, Independent) of the

Company on completion of his second fixed term of one year of re-appointment with effect from 06th November,

2024.

2. Cessation of Ms. Anjana Tolani (DIN: 09794298) as Director (Category: Non - Executive, Independent) of the

Company on completion of her second fixed term of one year of re-appointment with effect from 17th November,

2024.

3. Mr. Siddharth Shekhar Raisoni (DIN: 03274539) was appointed as an Additional Director (Category-Promoter & Non-

Executive) by the Board of Directors at their Board Meeting held on 02nd August 2024, which was further approved

by the members of the Company at the Extra Ordinary General Meeting held on 06th November 2024.

4. Mr. Sahil Sushil Jham (DIN: 10795555) was appointed as an Additional Director (Category - Non-Executive &

Independent) by the Board of Directors at their Board Meeting held on 23rd October 2024, which was further

approved by the members of the Company at the Extra Ordinary General Meeting held on 19th November 2024.

5. Ms. Chanda Birendrakumar Sinhababu (DIN: 07857859) was appointed as an Additional Director (Category - Non-

Executive & Independent) by the Board of Directors at their Board Meeting held on 23rd October 2024, which was

further approved by the members of the Company at the Extra Ordinary General Meeting held on 19th November

2024.

----------------Page (57) Break----------------

To the Members of,

Shradha AI Technologies Limited

(Formerly Known As: Shradha Industries Limited)

CIN: L51227MH1990PLC054825

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone financial statements of Shradha AI Technologies Limited (Formerly

Known As: Shradha Industries Limited) CIN: L51227MH1990PLC054825 (“the Company”), which comprise the

Balance Sheet as at 31st March 2025, and the Statement of Profit and Loss including Other Comprehensive Income, the

Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone

financial statements, including a summary of significant accounting policies and other explanatory information

(hereinafter referred to as “ Standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone

financial statements give the information required by the Companies Act 2013 (“the Act”) in the manner so required and

give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read

with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles

generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and its Profit (Including other

comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act.

Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the audit of the

standalone financial statements section of our report. We are independent of the Company in accordance with the Code

of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are

relevant to our audit of the standalone financial statements under the provisions of the Act and the rules made

thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's

Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our audit opinion on the Standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the

Standalone financial statements of the current year. These matters were addressed in the context of our audit of the

standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate

opinion on these matters.

INDEPENDENT AUDITOR'S REPORT

Annual Report 2025

----------------Page (58) Break----------------

Sr.

No.The Key Audit matters

How our audit addressed the key audit matter /

Auditor's Response

Our audit approach included, among other items :

• Testing the design and operating effectiveness of the internal

controls and Substantive Testing As follows:

- Evaluating the design of internal controls and its operating

Effectiveness relating to revenue recognition. Performance

Obligations in those contracts.

• Selecting the sample of contract and performing the following

procedures

• Comparing the performance obligations with that identified

and recorded by the Company.

• Verifying the computation of unbilled revenue, based on actual

cost incurred from estimated total cost to the extent of

estimated total value of the various on-going projects.

• Verifying the completeness of disclosure in the Standalone

Financial Statements as per Ind AS 115.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The other information comprises the

information included in the Management Discussion and Analysis, Board's Report including Annexures to Board's

Report, Business Responsibility Report, Corporate Governance and Shareholder's Information, but does not include the

Standalone financial statements, and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any

form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information

and, in doing so, consider whether the other information is materially inconsistent with the Standalone financial

statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we

are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those charged with governance for the Standalone Financial Statements

The accompanying Standalone Financial Statements have been approved by the Company's Board of Directors. The

Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act, with respect to the

preparation of these standalone financial statements that give a true and fair view of the financial position, financial

performance, including other comprehensive income, changes in equity and cash flows of the company in accordance

with the Ind AS and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the

Ind AS 115 requires certain key judgments

relating to identification of distinct

performance obligations, determination of

transaction price of the identified performance

obligations, the appropriateness of the basis

used to measure revenue over a period.

Additionally, this accounting standard

contains disclosures which involve

information in respect of disaggregated

revenue and periods over which the

remaining performance obligations will be

satisfied subsequent to the balance sheet

date

Annual Report 2025

Accuracy of recognition, measurement, presentation and disclosures of revenues and other related

balances in view of Ind AS 115“Revenue from Contracts with Customer"

We have determined the matters described below to be the key audit matters to be communicated in our report.

----------------Page (59) Break----------------

act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities;

selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and

prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating

effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and

presentation of the standalone financial statement that give a true and fair view and are free from material

misstatement, whether due to fraud or error.

In preparing standalone the Standalone financial statements, Board of Directors are responsible for assessing the

Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using

the going concern basis of accounting unless management either intends to liquidate the Company or to cease

operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the

company's financial reporting process.

Auditor's Responsibilities for the Audit of the standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Financial Statements as a whole are

free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our

opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance

with SAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of users taken on the basis of these standalone Financial

Statements.

As part of an audit in accordance with SAs, specified under section 143(10) of the Act we exercise professional judgment

and maintain professional skepticism throughout the audit. We also:

= Identify and assess the risks of material misstatement of the standalone Financial Statements, whether due to

fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is

sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement

resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,

intentional omissions, misrepresentations, or the override of internal control.

= Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are

appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our

opinion on whether the Company has adequate internal financial controls with reference to standalone financial

statements in place and the operating effectiveness of such controls.

= Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and

related disclosures made by the management.

= Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on

the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast

significant doubt on the Company's ability to continue as a going concern. If we conclude that a material

uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the

standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are

based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions

may cause the Company to cease to continue as a going concern;

= Evaluate the overall presentation, structure and content of the standalone Financial Statements, including the

disclosures, and whether the standalone Financial Statements represent the underlying transactions and events

in a manner that achieves fair presentation;

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate,

makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial

statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of

our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in

Annual Report 2025

----------------Page (60) Break----------------

the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing

of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during

our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other matters that may

reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most

significance in the audit of the standalone financial statements of the current period and are therefore the key audit

matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the

matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report

because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits

of such communication

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2020 (“the Order”), issued by the Central Government of

India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A- a statement on the matters

specified in paragraphs 3 and 4 of the Order, to the extent applicable.'

2. As required by Section 14(3) of the Act, based on our audit we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and

belief were necessary for the purposes of our audit of the accompanying standalone financial statements;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears

from our examination of those books.

(d) In our opinion, the aforesaid Standalone financial statements comply with the Ind AS specified under Section

133 of the Act read with relevant rules.

(e) On the basis of the written representations received from the directors and taken on record by the Board of

Directors, none of the directors is disqualified as on 31st March, 2025 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the

operating effectiveness of such controls, refer to our separate report in “Annexure B”. Our report expresses an

unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls

over financial reporting.

(g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements

of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanation given to us, the

remuneration paid by the Company to its directors during the year is in accordance with the provision of

section 197 of the Act.

(h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the

Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information

and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position as at 31st

March 2025.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any

material foreseeable losses as at 31st March 2025.

Annual Report 2025

----------------Page (61) Break----------------

iii. There were no amounts which were required to be transferred to the Investor Education and Protection

Fund by the Company during the year ended 31st March 2025.

iv. a) The Management has represented that, to the best of its knowledge and belief, no funds (which are

material either individually or in the aggregate) have been advanced or loaned or invested (either

from borrowed funds or share premium or any other sources or kind of funds) by the Company to or

in any other person or entity, including foreign entity (“Intermediaries”), with the understanding,

whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly

lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the

Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the

Ultimate Beneficiaries;

b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are

material either individually or in the aggregate) have been received by the Company from any person

or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in

writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other

persons or entities identified in any manner whatsoever by or on behalf of the Funding Party

(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate

Beneficiaries;

c) Based on the audit procedures performed as considered reasonable and appropriate in the

circumstances, nothing has come to our notice that has caused us to believe that the representations

under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material

misstatement.

v. As stated in Note 39(10) of the standalone financial statements,

a. The final dividend proposed in the previous year, declared and paid by the Company during the year

is in accordance with Section123 of the Act, as applicable.

b. The Board of Directors of the Company have proposed final dividend for the year which is subject to

the approval of the member at the ensuing Annual General Meeting. The amount of dividend

proposed is in accordance with section 23 of the Act, as applicable.

vi. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from

1 April 2023.

Based on our examination which included test checks, the Company has used accounting software's for

maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the

same has operated throughout the year for all relevant transactions recorded in the respective software.

Further, during the course of our audit we did not come across any instance of the audit trail feature being

tampered with and the audit trail has been preserved by the Company as per the statutory requirements

for record retention.

For Paresh Jairam Tank & Co.

Chartered Accountants

Firm Reg. No. 139681W

CA. Paresh Jairam Tank

Partner

Membership No.: 103605

Nagpur, 30th April, 2025 UDIN:25103605BMOMUL2238

Annual Report 2025

----------------Page (62) Break----------------

Annexure A to the Independent Auditor's

Report referred to in paragraph 1 under the heading 'Report on Other Legal & Regulatory Requirement' of our

report of even date to the members of Shradha AI Technologies Limited (Formerly Known As: Shradha Industries

Limited), (“the Company”) standalone financial statements of the Company for the year ended March 31, 2025:

i) In respect of the Company's Fixed Assets

a) i) The Company has maintained proper records showing full particulars, including quantitative details and

situation of Property, Plant and Equipment (Including Right of use asset)

ii) The company is maintaining proper records showing full particulars of its intangible assets.

b) The Property Plant and Equipment (including Right Of use Asset) have been physically verified by the

management at reasonable intervals, which in our opinion is reasonable having regard to the size of the

Company and the nature of its asset. According to the information and explanation given to us, no material

discrepancies were noticed on such verification.

c) According to the information and explanations given to us and on the basis of our examination of the records of

the Company, the title deeds of immovable properties are held in the name of the Company.

d) The Company has not revalued any of its Property, Plant and Equipment (including right of-use assets) and

intangible assets during the year.

e) No proceedings have been initiated during the year or are pending against the Company as at March 31, 2025

for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016)

and rules made thereunder.

ii) a) The Company does not hold any inventory. Accordingly, reporting under clause 3(ii)(a) of the Order is not

applicable to the Company.

b) The Company has not been sanctioned working capital limits in excess of ₹ 500 lakhs, in aggregate, at any point

of time during the year, from banks or financial institutions on the basis of security of current assets and hence

reporting under clause 3(ii)(b) of the Order is not applicable.

iii) During the year, the Company has granted loans or advances in the nature of unsecured loans to companies and

firms or any other party, respect of which:

(a) (i) Based on the audit procedures carried on by us and as per the information and explanations given to us,

the Company has given unsecured loan to its subsidiary. The Company has not given any advances in the

nature of loans or stood guarantee or provided security to subsidiaries. The Company does not hold any

investment in any joint ventures or associates.

(ii) Based on the audit procedures carried on by us and as per the information and explanations given to us,

the Company has given unsecured loans to parties other than subsidiaries as listed below.

The Company has not stood guarantee or provided security to parties other than subsidiaries.

Annual Report 2025

Aggregate amount granted/ Guarantees Security Loans Advances in

provided during the year nature of loans

(i) Subsidiaries - - 3.75 -

(ii) Joint Ventures - - - -

(iii) Associates - - - -

(iv) Others - - 3355.25 -

Balance outstanding as at balance

sheet date in respect of above cases

(i) Subsidiaries - - 3.76 -

(ii) Joint Ventures - - - -

(iii) Associates - - - -

(iv) Others - - 3246.05 -

----------------Page (63) Break----------------

iv) In our opinion and according to the information and explanations given to us, the Company has complied with the

provisions of Sections 185 and 186 of the Act, to the extent applicable in respect of grant of loans, making

investments and providing guarantees and securities.

v) The Company has not accepted deposits within the meaning of section 73 and 76 of the act and the companies

(acceptance of deposits) rules, 2014 (as amended) during the year and does not have any unclaimed deposits as at

March 31, 2025 and therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company.

vi) The maintenance of cost records has not been specified by the Central Government under subsection (1) of

section 148 of the Act, for the business activities carried out by the Company. Hence, reporting under clause (vi) of

the Order is not applicable to the Company.

vii) In respect of statutory dues:

a) In our opinion, the Company has generally been regular in depositing undisputed statutory dues, including

Goods and Services tax, Income Tax, and other material statutory dues applicable to it with the appropriate

authorities.

There were no undisputed amounts payable in respect of Goods and Service tax, Income Tax and other

material statutory dues in arrears as at March 31, 2025 for a period of more than six months from the date they

became payable.

b) According to the information and explanation given to us, there are no disputed dues of Goods and Services

tax, Income Tax and other material statutory dues, which have not been deposited on account of any dispute.

viii) There were no transactions relating to previously unrecorded income that have been surrendered or disclosed as

income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

Annual Report 2025

Aggregate amount of loans/ All Parties Promoters Related Parties

advances in nature of loans

(i) Repayable on demand (Rs. in Lakhs) (A) 3250.01 - 3.76

(ii) Agreement does not specify any terms or period of repayment (B) - - -

Total (A+B) 3250.01 - 3.76

Percentage of loans/ advances in nature of loans

to the total loans 100.00% 0.00% 0.12%

b) In our opinion, the terms and conditions of the grant of loans, during the year are, prima facie, not prejudicial

to the Company's interest except that the loans given are unsecured.

c) In respect of loans granted by the Company, the schedule of repayment of principal and payment of interest

has not been stipulated. Due to which we are unable to comment on the regularity of repayment of principle

& payment of interest.

d) In the absence of stipulated schedule of repayment of principal and payment of interest in respect of loans or

advances in the nature of loans, we are unable to comment as to whether there is any amount which is

overdue for more than 90 days. Reasonable steps have been taken by the Company for recovery of such

principal amounts and interest

e) No loan granted by the Company which has fallen due during the year, has been renewed or extended or fresh

loans granted to settle the overdues of existing loans, as the loan is repayable on demand.

f) The company has granted unsecured loan to its subsidiary company which is repayable on demand. The

company has not granted any loans or advances in the nature of loans either repayable on demand or without

specifying any terms or period of repayment to the promoters of the company.

Details as required by this sub-clause are as under:

----------------Page (64) Break----------------

ix) a. The Company has not taken any loans or other borrowings from any lender. Hence reporting under clause

3(ix)(a) of the Order is not applicable.

b. The Company has not been declared wilful defaulter by any bank or financial institution or government or any

government authority.

c. The Company has not taken any term loan during the year and there are no outstanding term loans at the

beginning of the year and hence, reporting under clause 3(ix)(c) of the Order is not applicable.

d. On an overall examination of the financial statements of the Company, The Company has not raised any funds

on short term basis during the year and there are no outstanding loans of short term basis as at the beginning

of the year and hence, reporting under clause 3(ix)(d) of the Order is not applicable.

e. As the company doesn’t have any subsidiary hence reporting under this clause is not applicable.

f. The company has not raised any loans during the year, hence reporting on clause 3(ix)(f) of the orders is not

applicable

x) a) The Company has not raised moneys by way of initial public offer or further public offer (including debt

instruments) during the year and hence reporting under clause 3(x)(a) of the Order is not applicable.

b) During the year, the Company has not made preferential allotment or private placement of shares or

convertible debentures (fully or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is

not applicable

xi) a) To the best of our knowledge and according to the information and explanations given to us, no fraud by the

Company or no material fraud on the Company by its officers or employees has been noticed or reported

during the year.

b) No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as

prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during

the year and upto the date of this report.

c) According to the information and explanation given to us, the Company has not received any whistle-blower

complaints during the year.

xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

xiii) In our opinion and according to the information and explanations given to us transactions with related parties are

in compliance with the provisions of section 177 and 188 of Companies Act, 2013 wherever applicable and the

details of related party transactions have been disclosed in the financial statements as required by the applicable

accounting standards.

xiv) a. In our opinion the Company has an adequate internal audit system commensurate with the size and the nature

of its business.

b. We have considered the internal audit reports for the year under audit, issued to the Company during the year

and till date, in determining the nature, timing and extent of our audit procedures.

xv) In our opinion and according to the information and explanations given to us, during the year the Company has

not entered into any non-cash transactions with its Directors or persons connected to its directors and hence

provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

xvi) a) In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India

Act, 1934. Hence, reporting under clause 3(xvi)(a), (b) and (c) of the Order is not applicable.

b) In our opinion, there is no core investment company within the Group (as defined in the Core Investment

Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is

not applicable.

Annual Report 2025

----------------Page (65) Break----------------

xvii) The Company has not incurred cash losses during the financial year covered by our audit and the immediately

preceding financial year.

xviii) There has been no resignation of the statutory auditors of the Company during the year.

xix) On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of

financial liabilities, other information accompanying the financial statements and our knowledge of the Board of

Directors and Management plans and based on our examination of the evidence supporting the assumptions,

nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of

the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance

sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that

this is not an assurance as to the future viability of the Company. We further state that our reporting is based on

the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities

falling due within a period of one year from the balance sheet date, will get discharged by the Company as and

when they fall due.

xx) a) There are no unspent amounts towards Corporate Social Responsibility (“CSR”) on other than ongoing

projects requiring a transfer to a Fund specified in Schedule VII to the Companies Act, 2013 in compliance with

second proviso to sub-section (5) of Section 135 of the said Act. Accordingly, reporting under clause 3(xx)(a)

of the Order is not applicable for the year.

b) There are no unspent amounts in respect of ongoing projects that are required to be transferred to a special

account in compliance of proviso of sub section (6) of the section 135 of the Companies Act.

For Paresh Jairam Tank & Co.

Chartered Accountants

Firm Reg. No. 139681W

CA. Paresh Jairam Tank

Partner

Membership No.: 103605

Nagpur, 30th April, 2025 UDIN: 25103605BMOMUL2238

Annual Report 2025

----------------Page (66) Break----------------

Annexure - B to the Independent Auditor's Report

(Referred to in paragraph 2(f) under 'Report on Other Legal and Regulatory Requirements' section of our report

to the Members of Shradha AI technologies Limited (Formerly Known As: Shradha Industries Limited) of even

date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-Section 3 of Section

143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Shradha AI Technologies Limited (Formerly

Known As: Shradha Industries Limited), (“the Company”) as of 31st March 2025 in conjunction with our audit of the

standalone Financial Statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on the

internal control over financial reporting criteria established by the Company considering the essential components of

internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by

the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and

maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient

conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and

detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of

reliable financial information, as required under the Act

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting of the

Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal

Financial Control over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and

deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of

internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of

Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical

requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial

controls over financial reporting was established and maintained and if such controls operated effectively in all material

respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls

system over financial reporting and their operating effectiveness.

Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial

controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design

and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the

auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether

due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

The Company's internal financial control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of standalone financial statements for external

purposes in accordance with generally accepted accounting principles. The Company's internal financial control over

financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in

reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone

financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of

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the Company are being made only in accordance with authorizations of management and directors of the Company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or

disposition of the Company's assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of

collusion or improper management override of controls, material misstatements due to error or fraud may occur and

not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future

periods are subject to the risk that the internal financial control over financial reporting may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OpinionIn our opinion, to the best of our information and according to the explanations given to us, the Company has, in all

material respects, an adequate internal financial controls system over financial reporting and such internal financial

controls over financial reporting were operating effectively as at 31st March, 2025, based on the internal control over

financial reporting criteria established by the Company considering the essential components of internal control

stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of

Chartered Accountants of India.

For Paresh Jairam Tank & Co.

Chartered Accountants

Firm Reg. No. 139681W

CA. Paresh Jairam Tank

Partner

Membership No.: 103605

Nagpur,30th April, 2025 UDIN : 25103605BMOMUL2238

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SHRADHA AI TECHNOLOGIES LIMITED

(Formerly Know As : SHRADHA INDUSTRIES LIMITED)

CIN: L51227MH1990PLC054825

Notes forming part of the financial statements

For the year ended 31st March, 2025

NOTE 1 : Corporate Information

Shradha AI Technologies Limited (Formerly Known As: Shradha Industries Limited) is a Listed Public Limited

Company incorporated in the state of Maharashtra. It was incorporated on 01st January, 1990. The registered

office of the company is situated at 1st Floor, 345, Shradha House, Kingsway Road, Nagpur Maharashtra

440001 India. Presently, the Company is engaged in the business of Trading of items like Computers,

Computer's Hardware & Accessories all allied kind of product and Software Development Service and is listed

on the Metropolitan Stock Exchange of India Limited (“MSE”) and Bombay Stock Exchange (BSE).

NOTE 2 : Statement on Significant Accounting Policies

The significant Material accounting policies applied by the company in the preparation of its financial

statements are listed below. Such accounting policies have been applied consistently to all the periods

presented in these financial statements, unless otherwise indicated.

1. Statement of compliance

These financial statements have been prepared in accordance with the Indian Accounting Standards

(referred to as “Ind AS”) as prescribed under Section 133 of the Companies Act, 2013 read with Companies

(Indian Accounting Standards) Rules as amended from time to time.

2. Basis of Preparations of Financial Statements:

These financial statements have been prepared in Indian Rupee (₹) which is the functional currency of the

Company.

The financial statements have been prepared under the historical cost convention with the exception of

certain assets and liabilities that are required to be carried at fair values by Ind AS (Refer Note 2.8) and

inventories at Cost or NRV whichever is lower (Refer Note 2.9). Historical cost is generally based on the fair

value of the consideration given in exchange for goods and services. Fair value is the price that would be

received to sell an asset or paid to transfer a liability in orderly transaction between market participants at

the measurement date.

3. Use of Estimates:

In preparation of the financial statements, the Company makes judgments, estimates and assumptions

about the carrying values of assets and liabilities that are not readily apparent from other sources. The

estimates and the associated assumptions are based on historical experience and other factors that are

considered to be relevant. Actual results may differ from these estimates.

Significant judgments and estimates relating to the carrying values of assets and liabilities include useful

lives of property, plant and equipment and intangible assets, impairment of property, plant and

equipment, intangible assets and investments, provision for employee benefits and other provisions,

recover ability of deferred tax assets, commitments and contingencies.

4. Revenue Recognition:

a. Income from Sale of goods:

Revenue from the sale of goods is recognized when all the following conditions have been satisfied:

(a) the company has transferred to the buyer the significant risks and rewards of ownership of the goods;

(b) the entity retains neither continuing managerial involvement to the degree usually associated with

ownership nor effective control over the goods sold;

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(d) it is probable that the economic benefits associated with the transaction will flow to the entity; and

(e) The costs incurred or to be incurred in respect of the transaction can be measured reliably.

b. Income From Sale of Software Development:

Revenue from Sale of Software Development is recognized using percentage-of-completion method. The

Group uses judgment to estimate the future cost-to-completion of the contracts which is used to

determine degree of completion of the performance obligation.

Revenue is measured at the fair value of the consideration received or receivable, taking into account

contractually defined terms of payment and excluding taxes, levies or duties collected on behalf of the

government/ other statutory bodies.

Advances received from the customers are reported as customer's deposits unless the above conditions

for revenue recognition are met.

c. Interest income:

Income is recognized on a time proportion basis by reference to the principal outstanding and the

effective interest rate applicable.

d. Dividend:

Dividend from investment is recognized as revenue when right to receive the payment is established.

5. Property, Plant and Equipment (PPE):

Land is carried at historical cost. Historical cost includes expenditure which are directly attributable to the

acquisition of the land like, rehabilitation expenses, resettlement cost. After recognition, an item of all

other Property, plant and equipment are carried at its cost less any accumulated depreciation and any

accumulated impairment losses under Cost Model. The cost of an item of property, plant and equipment

comprises:

(a) Its purchase price, including import duties and non-refundable purchase taxes, after deducting trade

discounts and rebates.

(b) Any costs directly attributable to bringing the asset to the location and condition necessary for it to be

capable of operating in the manner intended by management.

it is located, the obligation for which a company incurs either when the item is acquired or as a

consequence of having used the item during a particular period for purposes other than to produce

inventories during that period.

Each part of an item of property, plant and equipment with a cost that is significant in relation to the

total cost of the item depreciated separately. However, significant part(s) of an item of PPE having

same useful life and depreciation method are grouped together in determining the depreciation

charge.

Costs of the day to-day servicing described as for the 'repairs and maintenance' are recognized in the

statement of profit and loss in the period in which the same are incurred.

Subsequent cost of replacing parts significant in relation to the total cost of an item of property, plant

and equipment are recognized in the carrying amount of the item, if it is probable that future

economic benefits associated with the item will flow to the company; and the cost of the item can be

measured reliably. The carrying amount of those parts that are replaced is de-recognized in

accordance with the de-recognition policy mentioned below.

When major inspection is performed, its cost is recognized in the carrying amount of the item of

property, plant and equipment as a replacement if it is probable that future economic benefits

associated with the item will flow to the company; and the cost of the item can be measured reliably.

Any remaining carrying amount of the cost of the previous inspection (as distinct from physical parts)

is de-recognized.

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An item of Property, plant or equipment is de-recognized upon disposal or when no future economic

benefits are expected from the continued use of assets. Any gain or loss arising on such de

-recognition of an item of property plant and equipment is recognized in profit and Loss.

Depreciation on property, plant and equipment, except freehold land, is provided as per cost model

on straight line basis over the estimated useful lives of the asset as follows:

Building : 60 years

Plant and Machinery : 5 years

Computers : 3 Years

Electrical Installation : 10 Years

Office equipment : 5 years

Furniture and Fixtures : 10 years

Based on technical evaluation, the management believes that the useful lives given above best

represents the period over which the management expects to use the asset. Hence the useful lives of

the assets are same as prescribed under Part C of schedule II of Companies Act, 2013.

The estimated useful life of the assets is reviewed at the end of each financial year. The residual value

of Property, plant and equipment considered as 5% of the original cost of the asset. Depreciation on

the assets added / disposed of during the year is provided on pro-rata basis with reference to the

month of addition / disposal.

Transition to Ind AS

The company elected to continue with the carrying value as per cost model for all of its property, plant

and equipment as recognized in the financial statements as at the date of transition to Ind AS,

measured as per the previous GAAP.

6. Depreciation

Depreciation on Tangible Assets is provided on SLM basis in the manner and at the rates prescribed in

Schedule II to the companies Act, 2013.

The carrying cost of assets is reviewed at each balance sheet date to determine if there is any indication of

impairment thereof based on external/internal factors. An impairment loss is recognized wherever the

carrying amount of an asset exceeds their recoverable amounts, which represent the greater of the net selling

price of assets and their 'value in use'. The estimated future cash flows are discounted to their present value at

appropriate rate arrived at after considering the prevailing interest rate and weighted average cost of capital.

7. Impairment (other than Financial Instruments)

At each balance sheet date, the Company reviews the carrying values of its property, plant and equipment and

intangible assets to determine whether there is any indication that the carrying value of those assets may not

be recoverable through continuing use. If any such indication exists, the recoverable amount of the asset is

reviewed in order to determine the extent of impairment loss (if any).

Where the asset does not generate cash flows that are independent from other assets, the Company

estimates the recoverable amount of the cash generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the

estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects

current market assessments of the time value of money and the risks specific to the asset for which the

estimates of future cash flows have not been adjusted. An impairment loss is recognized in the statement of

profit and loss as and when the carrying value of an asset exceeds its recoverable amount.

Where an impairment loss subsequently reverses, the carrying value of the asset (or cash generating unit) is

increased to the revised estimate of its recoverable amount so that the increased carrying value does not

exceed the carrying value that would have been determined had no impairment loss been recognized for the

asset (or cash generating unit) in prior years. The remaining reversal of an impairment loss is recognized in the

statement of profit and loss immediately.

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8. Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or

equity instrument of another entity.

Financial Assets and Financial Liabilities are recognized when the Company becomes a party to the

contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value.

Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial

liabilities (other than financial assets and financial liabilities at fair value through profit and loss) are added to

or deducted from the fair value measured on initial recognition of financial asset or financial liability. The

transaction costs directly attributable to the acquisition of financial assets and financial liabilities at fair value

through profit and loss are immediately recognized in the statement of profit and loss.

Effective interest method

The effective interest method is a method of calculating the amortized cost of a financial instrument and of

allocating interest income or expense over the relevant period. The effective interest rate is the rate that

exactly discounts future cash receipts or payments through the expected life of the financial instrument, or

where appropriate, a shorter period.

(a) Financial assets:

Cash and Bank Balances :

(i) Cash and cash equivalents - which includes cash in hand, deposits held at call with banks and other short

-term deposits which have maturities of less than one year from the date of such deposits.

(ii) Other bank balances - which includes balances and deposits with banks that are restricted for withdrawal

and usage.

Financial assets at amortized cost:

Financial assets are subsequently measured at amortized cost if these financial assets are held within a business

model whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of

the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the

principal amount outstanding.

Financial assets at Fair Value:

Financial assets are measured at fair value through other comprehensive income if these financial assets are held

within a business model whose objective is to hold these assets in order to collect contractual cash flows or to sell

these financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that

are solely payments of principal and interest on the principal amount outstanding. The Company in respect of

equity investments (other than in subsidiaries, associates and joint ventures) which are not held for trading has

made an irrevocable election to present in other comprehensive income subsequent changes in the fair value of

such equity instruments. Such an election is made by the Company on an instrument-by-instrument basis at the

time of initial recognition of such equity investments.

Financial asset not measured at amortized cost or at fair value through other comprehensive income is carried at fair

value through the statement of profit and loss.

Impairment of financial assets

Loss allowance for expected credit losses is recognized for financial assets measured at amortized cost and fair value

through other comprehensive income. The Company recognizes life time expected credit losses for all trade

receivables that do not constitute a financing transaction.

For financial assets whose credit risk has not significantly increased since initial recognition, loss allowance equal to

twelve months expected credit losses is recognized. Loss allowance equal to the lifetime expected credit losses is

recognized if the credit risk on the financial instruments has significantly increased since initial recognition.

De-recognition of financial assets

The Company de-recognizes a financial asset only when the contractual rights to the cash flows from the asset

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expire, or it transfers the financial asset and substantially all risks and rewards of ownership of the asset to another

entity.

If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to

control the transferred asset, the Company recognizes its retained interest in the assets and an associated liability

for amounts it may have to pay.

If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the

Company continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds

received.

(b) Financial Liabilities and Equity Instruments :

Classification as debt or equity

Financial liabilities and equity instruments issued by the Company are classified according to the substance of the

contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting

all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

Financial Liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently

measured at amortized cost, using the effective interest rate method where the time value of money is significant.

Interest bearing bank loans, overdrafts and issued debt are initially measured at fair value and are subsequently

measured at amortized cost using the effective interest rate method. Any difference between the proceeds (net of

transaction costs) and the settlement or redemption of borrowings is recognized over the term of the borrowings in

the statement of profit and loss.

De-recognition of financial liabilities

The Company de-recognizes financial liabilities when, and only when, the Company's obligations are discharged,

cancelled or they expire.

Reclassification of financial assets

The company determines classification of financial assets and liabilities on initial recognition. After initial

recognition of financial assets and financial liabilities, a reclassification is made only if there is a change in the

business model for managing those assets. Changes to the business model are expected to be infrequent. The

company's senior management determines change in the business model as a result of external or internal changes

which are significant to the company's operations.

Such changes are evident to external parties. A change in the business model occurs when the company either

begins or ceases to perform an activity that is significant to its operations. If the group reclassifies financial assets, it

applies the reclassification prospectively from the reclassification date which is the first day of the immediately next

reporting period following the change in business model. The company does not restate any previously recognized

gains, losses (including impairment gains or losses) or interest.

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The following table shows various reclassification and how they are accounted for:

Original classification Revised classification Accounting treatment

Amortised cost FVTPL Fair value is measured at reclassification date. Difference between

previous amortized cost and fair value is recognised in P&L.

FVTPL Amortised Cost Fair value at reclassification date becomes its new gross carrying

amount. EIR is calculated based on the new gross carrying amount.

Amortised cost FVTOCI Fair value is measured at reclassification date. Difference between

previous amortised cost and fair value is recognised in OCI. No

change in EIR due to reclassification.

FVTOCI Amortised cost Fair value at reclassification date becomes its new amortised cost

carrying amount. However, cumulative gain or loss in OCI is

adjusted against fair value. Consequently, the asset is measured as if

it had always been measured at amortised cost.

FVTPL FVTOCI Fair value at reclassification date becomes its new carrying amount.

No other adjustment is required.

FVTOCI FVTPL Assets continue to be measured at fair value. Cumulative gain or

loss previously recognized in OCI is reclassified to P & L at the

reclassification date.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a

currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to

realize the assets and settle the liabilities simultaneously.

9. Inventory:

Inventories are stated at the lower of cost and net realizable value. Costs comprise direct materials and, where

applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their

present location and condition. The company uses FIFO cost formula for determination of cost of inventories. Net

realizable value is the price at which the inventories can be realized in the normal course of business after allowing

for the cost of conversion from their existing state to a finished condition and for the cost of marketing, selling and

distribution.

10. Leases:( As a lessee )

The company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use

asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease

payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs

to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less

any lease incentives received.

The right of-use asset is subsequently depreciated using the straight-line method from the commencement date to

the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful

lives of right-of-use assets are determined on the same basis as those of property and equipment. In addition, the

right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of

the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the

commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily

determined, and company's incremental borrowing rate.

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Generally, the company uses its incremental borrowing rate as the discount rate. Lease payments included in the

measurement of the lease liability comprise the following:

- Fixed payments, including in-substance fixed payments;

- Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the

commencement date;

- Amounts expected to be payable under a residual value guarantee; and

- The exercise price under a purchase option that the company is reasonably certain to exercise, lease payments

in an optional renewal period if the company is reasonably certain to exercise an extension option, and penalties

for early termination of a lease unless the company is reasonably certain not to terminate early.

The lease liability is measured at amortized cost using the effective interest method. It is re-measured when there is

a change in future lease payments arising from a change in an index or rate, if there is a change in the company's

estimate of the amount expected to be payable under a residual value guarantee, or if company changes its

assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is re measured in this way, a cones ponding adjustment is made to the carrying amount

often right-of-use asset, or is recorded in profit or loss if the carrying amount often right to-use asset has been

reduced to zero

Short-term leases and leases of low-value assets

The company has elected not to recognize right-of-use assets and lease liabilities for short term leases of real estate

properties that have a lease term of 12 months. The company recognizes the lease payments associated with these

leases as an expense on a straight-line basis over the lease term.

11. Income Taxes;

A. Current Tax

The income tax expense or credit, if there is any for the period is the tax payable on the current period's taxable

income based on the applicable income tax rate as per income tax Act, 1961. Current Income tax assets and

liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities.

B. Deferred Tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying values of

assets and liabilities in the financial statements and the corresponding tax bases used in the computation of

taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally

recognized for all taxable temporary differences. In contrast, deferred tax assets are only recognized to the

extent that it is probable that future taxable profits will be available against which the temporary differences can

be utilized. Current and deferred tax are recognized as an expense or income in the statement of profit and loss,

except when they relate to items credited or debited either in other comprehensive income or directly in equity,

in which case the tax is also recognized in other comprehensive income or directly in equity.

12. Provisions:

A provision is recognized when the Company has a present obligation as a result of past event; it is probable that an

outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made.

Provisions are not discounted to its present value and are determined based on the best estimate required to settle

the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the

current best estimates.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of

which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not

wholly within the control of the Company. A present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or reliable estimate of the amount cannot be made, is

also termed as contingent liability. A contingent asset is neither recognized nor disclosed in the financial

statements.

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a. FVTOCI Fair value through Other Comprehensive Income

b. FVTPL Fair value through Profit & Loss

c. GAAP Generally accepted accounting principal

d. Ind AS Indian Accounting Standards

e. OCI Other Comprehensive Income

f. P&L Profit and Loss

g. PPE Property, Plant and Equipment

h. EIR Effective Interest Rate

13. Employee Benefits

Short term employee benefits are recognized on an accrual basis.

Leave encashment

The Leave obligations cover the company's liability for casual leaves and earned leaves. These liabilities are treated

as current liabilities since the company has the policy to compulsorily encash the unavailed leaves at the end of

quarter in which they are credited to the employee's leave balance.

14. Post Employee Benefits:

i. Defined Benefit Plans: Gratuity, which is a defined benefit plan, is accrued based on an independent actuarial

valuation, which is done based on project unit credit method as at the balance sheet date. The Company

recognizes the net obligation of a defined benefit plan in its balance sheet as an asset or liability. Gains and

losses through re-measurements of the net defined benefit liability / (asset) are recognized in other

comprehensive income. In accordance with Ind AS, re-measurement gains and losses on defined benefit plans

recognized in OCI are not to be subsequently reclassified to statement of profit and loss. As required under Ind

AS compliant Schedule III, the Company transfers it immediately to retained earnings.

15. Earnings per share

Basic earnings per share are computed by dividing the net profit after tax by the weighted average number of equity

shares outstanding during the period. Diluted earnings per shares is computed by dividing the profit after tax by the

weighted average number of equity shares considered for deriving basic earnings per shares and also the weighted

average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares.

16. Segment information:

Operating segments are defined as components of an enterprise for which discrete financial information is available

that is evaluated regularly by the chief operating decision maker, in deciding how to allocate resources and

assessing performance. The Group's chief operating decision maker is the Chief Executive Officer and Managing

Director

The Group has identified business segments: 1) IT Hardware & 2) Software Development Service

Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses

which are not directly identifiable to each reporting segment have been allocated since associated revenue of the

segment or manpower efforts. All other expenses which are not attributable or allocable to segments have been

disclosed as un allocable expenses.

The assets and liabilities of the Group are used interchangeably amongst segments. Allocation of such assets and

liabilities is not practicable and any forced allocation would not result in any meaningful segregation. Hence assets

and liabilities have not been identified to any of the reportable segments.

17. Abbreviations Used:

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Note 38: Additional information to the financial statements

1) Auditors Remuneration : As at 31.03.2025 As at 31.03.2024

For Statutory Audit Rs. 0.60 Rs. 0.60

*excluding GST

2) Contingent Liabilities :

There are no contingent liabilities as on the Balance Sheet date.

As at March 31,2025 As at March 31, 2024

Nil Nil

3) Capital Commitments :

There is no capital commitment as on the Balance Sheet date.

As at March 31,2025 As at March 31,2024

Nil Nil

4) Related Party disclosure as required by IND AS 24:

A. Name of related parties and description of relationship:

Sr. No. Name of related party Nature of relationship

1 Mr. Sunil Raisoni Managing Director

2 Mrs. Archana Bhole Non-Executive Director

3 Mr. Pritam Raisoni Chief Financial Officer

4 Ms. Harsha Bandhekar Company Secretary

5 Mrs. Chanda Birendrakumar Sinhababu Independent Director

6 Mr. Kalpesh Bafna Independent Director

7 Mr. Sahil Jham Independent Director

8 Mr. Siddharth Raisoni Non-Executive Director

9 Mr. Vineet Ladhania Independent Director

10 Mrs. Anjana Tolani (date of cessation- 17-11-2024) Independent Director

11 Mr. Ajay Gandhi (date of cessation- 06-11-2024) Independent Director

12 Shradha Infraprojects Limited Group Company

13 SGR Infratech Private Limited Promoter Group

14 Riaan Venture Private Limited Promoter Group

13 Vibrant Infotech (Nagpur) Private Limited Promoter Group

14 Moodscope AI Private Limited (Loan) Subsidiary Company

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B. The details of the related party transactions entered into by the Company for the period ended March 31,

2025 are as follows:

Nature of Transaction Wholly Associate By virtue Key Other

Owned of control Management Related

Subsidiary Personnel Parties Total

A B C D E

(A) Expenditure

a Mr. Sunil Raisoni

Managerial Remuneration - - - 18.00 - 18.00

(18.00) (18.00)

b Ms. Harsha Bandhekar

Salary / Remuneration - - - 5.25 - 5.25

(3.75) (3.75)

c Mrs. Archana Bhole

Sitting Fees - - - 0.90 - 0.90

(0.20) (0.20)

d Mrs. Chanda Birendra

Kumar Sinhababu

Sitting Fees 0.40 0.40

- -

e Mr. Kalpesh Bafna

Sitting Fees 0.90 0.90

(0.20) (0.20)

f Mr. Sahil Jham

Sitting Fees 0.40 0.40

- -

g Mr. Siddharth Raisoni

Sitting Fees 0.60 0.60

- -

h Mr. Vineet Ladhania

Sitting Fees 0.90 0.90

(0.20) (0.20)

i Ms. Anjana Tolani

Sitting Fees 0.50 0.50

0.20 0.20

j Mr. Ajay Gandhi

Sitting Fees 0.50 0.50

0.20 0.20

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Nature of Transaction Wholly Associate By virtue Key Other

Owned of control Management Related

Subsidiary Personnel Parties Total

A B C D E

k SGR Infratech Private Limited

Rent Paid - - - - 4.50 4.50

(8.37) (8.37)

l Vibrant Infotech (Nagpur)

Private Limited

Rent Paid 13.50 13.50

- -

m Riaan Ventures Private Limited

Purchase of Traded Goods - - - - 30.29 30.29

(117.40) (117.40)

(B) Other Transactions with related parties

a Moodscope AI Private Limited

Loan Given 3.75 3.75

- -

Interest Received 0.01 0.01

- -

b. Shradha Infraproject Limited

Dividend Received - - - 31.00 31.00

(7.75) (7.75)

C. The details of amounts due to or due from related parties as at March 31, 2025 are as follows:

Note: The bracket indicates figures of previous period.

Nature of Transaction Wholly Associate By virtue Key Other

Owned of control Management Related

Subsidiary Personnel Parties Total

A B C D E

A Ms. Harsha Bandhekar

Salary/ Remuneration payable - - - 0.44 - 0.44

(0.41) (0.41)

B Moodscope AI Private Limited (Loan)

Loan 3.76 3.76

(0.00) (0.00)

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Annual Report 2025

6) Segment information:

Summarized Segment information for the year ended 31st March 2025, is as follows

5) Earnings per share is calculated as follows:

Particulars Year ended Year ended

31.03.2025 31.03.2024

Net Profit attributable to shareholders in Lakhs 970.36 639.15

Equity Shares outstanding as at the end of the year (in nos.) 6,09,52,420 6,09,52,420

Weighted average number of Equity Shares used as denominator for

calculating Basic Earnings Per Share 6,09,52,420 6,09,52,420

Add: Diluted number of Shares - -

Number of Equity Shares used as denominator for calculating Diluted Earnings Per Share (in Rs.) 6,09,52,420 6,09,52,420

Nominal Value per Equity Share (in Rs.) 2 2

Earnings Per Share

Earnings Per Share (Basic) (in Rs.) (A / C) 1.59 1.05

Earnings Per Share (Diluted) (in Rs.) (A / E) 1.59 1.05

Sr. Particulars Year Ended Year Ended

No. March 31st, 2025 March 31st, 2024

1 Segment Revenue

a) IT Hardware 584.29

b) Software development 1,479.47 1,143.13

Gross Revenue from sale of products and services 1,479.47 1,727.41

2 Segment Results

a) IT Hardware 30.83

b) Software development 1,322.07 934.29

Less

i) Finance cost

ii) other unallocable (income) net of un-allocable expenditure 52.52 102.18

iii) Exceptional item

Total 52.52 102.18

Profit before Tax 1,269.55 862.93

3 Segment Assets

a) IT Hardware 5.65 30.27

b) Software development 143.53 282.66

Unallocated Corporate Assets 9,295.09 5,543.27

Total Assets 9,444.27 5,856.20

4 Segment Liability

a) IT Hardware 12.45

b) Software development 20.64 30.48

Unallocated Corporate Liabilities 707.11 227.64

Total Liabilities 727.74 270.58

Equity

Share Capital 1,219.05 1,219.05

Other Equity 7,497.48 4,366.57

Total Equity 8,716.53 5,585.62

Total Liabilities & Equity 9,444.27 5,856.20

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Annual Report 2025

7) Details of dues to micro and small enterprises as per MSMED Act, 2006 to the extent of information available with

the Company

Particulars 2024-25 2023-24

In Rs In Rs

The principal amount and the interest due thereon remaining unpaid to any

supplier as at the end of each accounting year NIL NIL

The amount of interest paid by the buyer in terms of section 16, of the micro

small and medium enterprise development act, 2006 along with the amounts of the payment made to the supplier beyond the appointed day during each accounting year NIL NIL

The amount of interest due and payable for the period of delay in making

payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under micro small and medium enterprise development act, 2006. NIL NIL

The amount of interest accrued and remaining unpaid at the end of

each accounting year; and NIL NIL

The amount of further interest remaining due and payable even in the

succeeding years, until such date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of the micro small and medium enterprise development act, 2006 NIL NIL

Total NIL NIL

8) C.I.F. value of Imports, Expenditures and Earnings in Foreign Currencies :

Particulars As on As on

stst 31 March, 2025 31March, 2024

a) CIF Value of Imports NIL NIL

b) Expenditure in Foreign Currencies NIL NIL

c) Earnings in Foreign Currencies NIL NIL

9) The Financial Ratios are follows

(Reason for variance is given for variance more than 25%)

Sr. Ratio Current Previous % Variance Reason for

No Period Period Variance

(a) Current Ratio 26.61 25.71 3.50% -

(Current Assets / Current Liabilities)

(b) Debt-Equity Ratio - - 0.00% -

(Total Debt / Total Equity)

(EBITDA & Non-Cash Items / Total Installment)

(d) Return on Equity Ratio 0.136 0.131 3.26% -

(Net Profit After Tax / Average Shareholders' Equity)

(e) Inventory Turnover Ratio - 1,267.30 -100.00% No Inventory

(Net Sales / Average inventory) for the

Current year

----------------Page (103) Break----------------

Sr. Ratio Current Previous % Variance Reason for

No Period Period Variance

(f) Trade Receivables Turnover Ratio 7.62 10.85 -29.79% Due to

(Net sales / Average accounts receivable) decrease in

Net sales

(g) Trade Payables Turnover Ratio 9.20 88.27 -89.58% Due to

(Net Credit Purchases/ Average accounts payable) NIL Purchase

during the

Current year.

(h) Net Capital Turnover Ratio 0.34 0.57 -39.96%

(Net Sales / Working Capital)

(i) Net Profit Ratio 0.66 0.37 77.26% Due to

decrease in

(Profit After Tax / Net Sales) Total expenses

during the

current year.

(j) Return on Capital Employed 0.14 0.15 -9.24% -

(EBIT / (Tangible Net Worth + Total Debt

+ Deferred Tax Liability

(k) Return on Investment 0.01 0.08 -83.89% -

(Gain on Investment / Total Investment)

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Annual Report 2025

10) Declaration of Final Dividend (FY 2024-25): The Board of Directors has proposed a final dividend of Rs.0.60 Paise

[Sixty Paisa Only] per equity share of face value of Rs. 02/- (Rupees Two) each i.e. @30% on the equity shares in the

capital of the Company for the financial year 2024-2025 ended 31st March 2025 subject to approval by the

Shareholders at the Annual General meeting.

Declaration of Final Dividend (FY 2023-24): The Company has approved and paid a final dividend of Rs.0.75 Paise

[Seventy- five Paisa Only] per equity share of face value of Rs. 05/- (Rupees Five) each i.e. @15% on the equity shares

in the capital of the Company for the financial year 2023-2024 ended 31st March 2024 at the Annual General meeting

held on 19th July 2024.The Final Dividend was paid on 31st, July 2024.

11) Other Statutory Information:

i) The Company does not have any Benami property, where any proceeding has been initiated or pending against

the Company for holding any Benami property.

ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the

statutory period.

iii) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

iv) The Company have not advanced or loaned or invested funds to any other person or entity, including foreign

entities (Intermediaries) with the understanding that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on

behalf of the company (Ultimate Beneficiaries) or

b. Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

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Annual Report 2025

v) The Company have not received any fund from any person or entity, including foreign entities (Funding Party)

with the understanding (whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on

behalf of the Funding Party (Ultimate Beneficiaries) or

b. Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

vi) The Company does not have any such transaction which is not recorded in the books of accounts that has been

surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such

as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

12) Previous year’s figures have been regrouped / re-arranged wherever necessary. Some of the balances are subject to

confirmation.

13) In the opinion of the Management, the balances shown under Sundry Debtors, Loans and Advances have

approximately the same realizable value as shown in Accounts. Party balances are subject to confirmation.

Signatures to Notes 1 to 39

As per our report of even date attached

For Paresh Jairam Tank & Co. For and on behalf of the Board of Directors

Chartered Accountants

Firm Reg. No: 139681W

CA Paresh Jairam Tank Mr. Sunil Raisoni Mr.Pritam Raisoni

Partner Managing Director Chief Financial Officer

Membership No: 103605 DIN No. 00162965

UDIN: 25103605BMOMUL2238

Mrs. Archana Bhole Ms. Harsha Bandhekar

Director Company Secretary

DIN No. 06737829 Membership No. A54849

Nagpur, 30th April, 2025 Nagpur, 30th April, 2025

----------------Page (105) Break----------------

105

To the Members of,

Shradha AI Technologies Limited

(Formerly Known As: Shradha Industries Limited)

CIN: L51227MH1990PLC054825

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the accompanying consolidated financial statements of Shradha AI Technologies Limited (Formerly

Known As: Shradha Industries Limited) CIN: L51227MH1990PLC054825 (hereinafter referred to as the 'Holding

Company”) and its subsidiaries (Holding Company and its subsidiaries together referred to as “the Group”), which

comprise the consolidated Balance Sheet as at 31st March 2025, and the consolidated Statement of Profit and Loss

(including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated

Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of

significant accounting policies and other explanatory information (hereinafter referred to as “consolidated financial

statements”).

In our opinion and to the best of our information and according to the explanations given to us and based on the

consideration of the reports of the other auditors on separate financial statements of the subsidiaries, associates and jointly controlled entities, the aforesaid Consolidated financial statements give the information required by the

Companies Act 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards)

Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the consolidated

state of affairs of the Company as at March 31, 2025, and their consolidated profit, (including other comprehensive

income), their consolidated changes in equity and their consolidated cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of consolidated financial statement in accordance with the Standards on Auditing (SAs)

specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the

Auditor's Responsibilities for the audit of the consolidated financial statements section of our report. We are

independent of the group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India

together with the ethical requirements that are relevant to our audit of the consolidated financial statements under the

provisions of the Act and the rules made thereunder, and we have fulfilled our other ethical responsibilities in

accordance with these requirements and the ICAI's Code of Ethics.

We believe that the audit evidence we have obtained together with the audit evidence obtained by the other auditors in

terms of their reports referred to in the Other Matter(s) section below, is sufficient and appropriate to provide a basis for

our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment and based on the consideration of the reports of

the other auditors on separate financial statements of the subsidiaries, were of most significance in our audit of the

consolidated financial statements of the current year. These matters were addressed in the context of our audit of the

consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate

opinion on these matters.

INDEPENDENT AUDITOR'S REPORT

Annual Report 2025

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106

Sr.

No.The Key Audit matter

How our audit addressed the key audit matter /

Auditor's Response

Our audit approach included, among other items :

• Testing the design and operating effectiveness of the internal

controls and Substantive Testing As follows:

- Evaluating the design of internal controls and its operating

Effectiveness relating to revenue recognition. Performance

Obligations in those contracts.

• Selecting the sample of contract and performing the following

procedures

• Comparing the performance obligations with that identified

and recorded by the Company.

• Verifying the computation of unbilled revenue, based on actual

cost incurred from estimated total cost to the extent of

estimated total value of the various on-going projects.

• Verifying the completeness of disclosure in the Consolidated

Financial Statements as per Ind AS 115.

Information Other than the Consolidated Financial Statements and Auditor's Report Thereon

The Holding Company's Board of Directors is responsible for the other information. The other information comprises

the information included in the Management Discussion and Analysis, Board's Report including Annexures to Board's

Report, Business Responsibility Report, Corporate Governance and Shareholder's Information, but does not include the

consolidated financial statements, and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any

form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information

and, in doing so, consider whether the other information is materially inconsistent with the Consolidated financial

statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we

are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those charged with governance for the Consolidated Financial Statements

The accompanying Consolidated Financial Statements have been approved by the Company's Board of Directors. The

Holding Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act, with respect to

the preparation and presentation of these consolidated financial statements that give a true and fair view of the

consolidated financial position, consolidated financial performance, including other comprehensive income, changes in

equity and cash flows of the company in accordance with the Ind AS and other accounting principles generally accepted

in India.

Ind AS 115 requires certain key judgments

relating to identification of distinct

performance obligations, determination of

transaction price of the identified performance

obligations, the appropriateness of the basis

used to measure revenue over a period.

Additionally, this accounting standard contains

disclosures which involve information in

respect of disaggregated revenue & periods

over which the remaining performance

obligations will be satisfied subsequent to

the balance sheet date

Annual Report 2025

Accuracy of recognition, measurement, presentation and disclosures of revenues and other related

balances in view of Ind AS 115“Revenue from Contracts with Customer"

We have determined the matters described below to be the key audit matters to be communicated in our report.

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107

The respective Boards of Directors of the companies included in the Group are responsible for maintenance of adequate

accounting records in accordance with the provisions of the act for safeguarding of the assets of the Company and for

preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies;

making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of

adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the

accounting records, relevant to the preparation and presentation of the consolidated financial statement that give a

true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the

purpose of preparation of the consolidated financial statements by the Directors of the Company, as aforesaid.

In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the

Group for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to

going concern and using the going concern basis of accounting unless Board of Directors either intend to liquidate the

Group or to cease operations, or has no realistic alternative but to do so.

Those respective Board of Directors are also responsible for overseeing the financial reporting process of the companies

included in the Group.

Auditor's Responsibilities for the Audit of the standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are

free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our

opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance

with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these Consolidated Financial Statements.

As part of an audit in accordance with SAs, specified under section 143(10) of the Act we exercise professional judgment

and maintain professional skepticism throughout the audit. We also:

= Identify and assess the risks of material misstatement of the Consolidated Financial Statements, whether due to

fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is

sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement

resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of internal control.

= Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are

appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our

opinion on whether the Holding Company has adequate internal financial controls with reference to

Consolidated financial statements in place and the operating effectiveness of such controls.

= Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and

related disclosures made by the management.

= Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on

the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast

significant doubt on the ability of Grourp to continue as a going concern. If we conclude that a material

uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the

Consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions

are based on the audit evidence obtained up to the date of our auditor's report. However, future events or

conditions may cause the Company to cease to continue as a going concern;

= Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including the

disclosures, and whether the Consolidated Financial Statements represent the underlying transactions and

events in a manner that achieves fair presentation;

Annual Report 2025

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108

Annual Report 2025

= Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business

activities within the Group and its associates and jointly controlled entities to express an opinion on the

Consolidated Financial Statements. We are responsible for the direction, supervision and performance of the

audit of the financial statements of such entities or business activities included in the Consolidated Financial

Statements of which we are the independent auditors. For the other entities or business activities included in the

Consolidated Financial Statements, which have been audited by the other auditors, such other auditors remain

responsible for the direction, supervision and performance of the audits carried out by them. We remain solely

responsible for our audit opinion.

Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate,

makes it probable that the economic decisions of a reasonably knowledgeable user of the consolidated financial

statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of

our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in

the consolidated financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing

of the audit and significant audit findings, including any significant deficiencies in internal control that we identify

during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other matters that may

reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most

significance in the audit of the Consolidated Financial Statements of the financial year ended 31st March 2025 and are

therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes

public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be

communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh

the public interest benefits of such communication.

Other Matters

We did not audit the Financial Statements of 1 subsidiary company, whose financial statements reflect total assets of Rs.

0.12 lakhs as at 31st March, 2025, total revenue of Rs. NIL lakhs and net cash (outflow)/ inflow amounting to Rs. 0.12 lakhs for the year ended on that date. These financial statements have been audited by other auditors whose reports

have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it

relates to the amounts and disclosures included in respect of the other subsidiary company, and our report in terms of

sub-sections (3) and (11) of Section 143 of the Act, insofar as it relates to the aforesaid subsidiary companies, is based

solely on the reports of the other auditors.

Our opinion on the consolidated financial statements, and our report on Other Legal and regulatory requirements

below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of

the other auditors

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act, based on our audit and on the consideration of the reports of the other

auditors on separate financial statements and other financial information of the subsidiaries we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and

belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears

from our examination of those books.

(d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section

133 of the Act read with relevant rules.

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Annual Report 2025

(e) On the basis of the written representations received from the directors and taken on record by the Board of

Directors, none of the directors is disqualified as on 31st March, 2025 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the

operating effectiveness of such controls, refer to our separate report in “Annexure A”. Our report expresses an

unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls

over financial reporting.

(g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of

section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanation given to us, the

remuneration paid by the Company to its directors during the year is in accordance with the provision of

section 197 of the Act.

i. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the

Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our

information and according to the explanations given to us and based on the consideration of the report of

the other auditors on separate financial statements and also the other financial information of the

subsidiaries: The Company does not have any pending litigations which would impact its financial position

as at 31st March 2025.

ii. The Holding Company and its subsidiary did not have any long-term contracts including derivative

contracts for which there were any material foreseeable losses as at 31st March 2025.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection

Fund by the Company during the year ended 31st March 2025.

iv. a) The respective management of the Holding Company and its subsidiary companies has represented

that, to the best of its knowledge and belief, no funds (which are material either individually or in the

aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium

or any other sources or kind of funds) by the Company to or in any other person or entity, including

foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise,

that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities

identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or

provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The respective management of the Holding Company and its subsidiary companies has represented,

that, to the best of its knowledge and belief, no funds (which are material either individually or in the

aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the

Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in

any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any

guarantee, security or the like on behalf of the Ultimate Beneficiaries;

c) Based on the audit procedures performed as considered reasonable and appropriate in the

circumstances performed by us and performed by the auditors of the subsidiary companies, nothing

has come to our notice that has caused us to believe that the representations under sub-clause (i) and

(ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. As stated in Note 38(11) of the consolidated financial statements,

a. The final dividend proposed in the previous year, declared and paid by the Company during the year is

in accordance with Section123 of the Act, as applicable.

b. The Board of Directors of the Company have proposed final dividend for the year which is subject to

the approval of the member at the ensuing Annual General Meeting. The amount of dividend

proposed is in accordance with section 23 of the Act, as applicable.

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Annual Report 2025

vi. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from

1 April 2023.

Based on our examination which included test checks, the Company has used accounting software's for

maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the

same has operated throughout the year for all relevant transactions recorded in the respective software.

Further, during the course of our audit we did not come across any instance of the audit trail feature being

tampered with and the audit trail has been preserved by the Company as per the statutory requirements

for record retention.

2. With respect to the matters specified in paragraphs 3(xxi) and 4 of the Companies (Auditor's Report) Order, 2020

(“CARO”) issued by the Central Government in terms of Section 143(11) of the Act, to be included in the Auditor's

report, based on the CARO reports issued by us for the Company and its subsidiaries included in the consolidated

financial statements of the Company, to which reporting under CARO is applicable, we report that there are no

qualifications or adverse remarks in these CARO reports.

For Paresh Jairam Tank & Co.

Chartered Accountants

Firm Reg. No. 139681W

CA. Paresh Jairam Tank

Partner

Membership No.: 103605

Nagpur, April 30, 2025 UDIN: 25103605BMOMUM3463

----------------Page (111) Break----------------

Annexure – A to the Independent Auditor's Report

(Referred to in paragraph 2(f) under 'Report on Other Legal and Regulatory Requirements' section of our report

to the Members of Shradha AI Technologies Limited (Formerly Known As: Shradha Industries Limited) of even

date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-Section 3 of Section

143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Shradha AI Technologies Limited ,

(hereinafter referred to as the “Company”) and its subsidiary company as of 31st March, 2025 in conjunction with our

audit of the consolidated financial statements of the Company for the year ended on that date.

Responsibilities of Management and Those Charged with Governance for Internal Financial Controls

The respective Boards of Directors of the Company and its subsidiary companies, which are companies incorporated in

India, are responsible for establishing and maintaining internal financial controls based on the internal control over

financial reporting criteria established by the respective Companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the

Institute of Chartered Accountants of India (the “ICAI”). These responsibilities include the design, implementation and

maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient

conduct of its business, including adherence to the respective company's policies, the safeguarding of its assets, the

prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely

preparation of reliable financial information, as required under the Act.

Auditor's Responsibility for the Audit of the Internal Financial Controls with Reference to Financial Statements

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company and

its subsidiary companies, which are companies incorporated in India, based on our audit. We conducted our audit in

accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance

Note”) issued by the Institute of Chartered Accountants of India (“ICAI”) and the Standards on Auditing, prescribed under

Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those

Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to

obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established

and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls

system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial

reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk

that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of

the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of

their reports referred to in the Other Matter(s) paragraph below, is sufficient and appropriate to provide a basis for our

audit opinion on the internal financial controls with reference to financial statements of the Holding Company, its one

subsidiary company incorporated in India as aforesaid.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

accordance with generally accepted accounting principles. A company's internal financial control over financial

reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable

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112

detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being

made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable

assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's

assets that could have a material effect on the consolidated financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of

collusion or improper management override of controls, material misstatements due to error or fraud may occur and not

be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future

periods are subject to the risk that the internal financial control over financial reporting may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OpinionIn our opinion and based on the consideration of the reports of the other auditors on internal financial controls with

reference to financial statements of the subsidiary companies, the Holding Company, its subsidiary companies, which

are companies covered under the Act, have in all material respects, an adequate internal financial controls system over

financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st

March, 2025, based on the internal control over financial reporting criteria established by the Company considering the

essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over

Financial Reporting issued by the Institute of Chartered Accountants of India.

Other Matters

In case of one Subsidiary, the reporting under Internal Financial Controls over the financial reporting is not applicable as

the paid-up capital does not exceeds the prescribed limit thus the opinion on the internal financial controls over the

financial reporting is not given by the Statutory Auditor of the subsidiary company, due to which we are unable to

comment on the same.

For Paresh Jairam Tank & Co.

Chartered Accountants

Firm Reg. No. 139681W

CA. Paresh Jairam Tank

Partner

Membership No.: 103605

Nagpur, April 30th, 2025 UDIN: 25103605BMOMUM3463

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SHRADHA AI TECHNOLOGIES LIMITED

(Formerly Know As : SHRADHA INDUSTRIES LIMITED)

CIN: L51227MH1990PLC054825

Notes forming part of the consolidated financial statements

For the year ended 31st March, 2025

NOTE 1 : Corporate Information

Shradha AI Technologies Limited (Formerly Known As: Shradha Industries Limited) is a Listed Public Limited

Company incorporated in the state of Maharashtra. It was incorporated on 01st January, 1990. The registered

office of the company is situated at 1st Floor, 345, Shradha House, Kingsway Road, Nagpur Maharashtra

440001 India.

Presently, the Holding Company is engaged in the business of Trading of items like Computers, Computer's

Hardware & Accessories all allied kind of product and Holding Company and its Subsidiary is engaged in the

business of Software Development Service. The Holding Company is listed on the Metropolitan Stock

Exchange of India Limited (“MSE”) and Bombay Stock Exchange (BSE).

NOTE 2 : Statement on Significant Material Accounting Policies

The significant Material accounting policies applied by the company in the preparation of its consolidated

financial statements are listed below. Such accounting policies have been applied consistently to all the

periods presented in these financial statements, unless otherwise indicated.

1. Statement of compliance

These consolidated financial statements have been prepared in accordance with the Indian Accounting

Standards (referred to as “Ind AS”) as prescribed under Section 133 of the Companies Act, 2013 read with

Companies (Indian Accounting Standards) Rules as amended from time to time.

2. Basis of Preparations of Financial Statements:

These financial statements have been prepared in Indian Rupee (₹) which is the functional currency of the

Company.

The financial statements have been prepared under the historical cost convention with the exception of

certain assets and liabilities that are required to be carried at fair values by Ind AS (Refer Note 2.9) and

inventories at Cost or NRV whichever is lower (Refer Note 2.10). Historical cost is generally based on the fair

value of the consideration given in exchange for goods and services. Fair value is the price that would be

received to sell an asset or paid to transfer a liability in orderly transaction between market participants at

the measurement date.

3. Principle of Consolidation:

The Consolidated financial Statements relate to Shradha AI Limited ('The Company'), and its subsidiary.

The Consolidated Financial Statements have been prepared on the following basis:

i) The financial statements of the company and its subsidiary company have been combined on a line-

by-line basis by adding together book values of like items of assets, liabilities, income and expenses,

after fully eliminating intra-group balances and intra-group transactions in accordance with the

Indian Accounting Standard (Ind AS) 110 - “Consolidated Financial Statements.”

ii) The consolidated financial statements have been prepared using uniform accounting policies for the

like transactions and other events in similar circumstances and are presented in the same manner as

the Company's separate financial statements.

iii) The cost of investment in the subsidiaries is equal to the parent's share of the net assets at the time of

acquisition; accordingly, no Goodwill or Capital Reserve is recognized in the financial statements.

iv) The difference between the proceeds from disposal of investment in subsidiaries and the carrying

amount of its assets less liabilities as of the date of disposal is recognized in the consolidated Profit and Loss Statement being the profit or loss on disposal of investment in subsidiary.

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Name of Subsidiary Type of Company Proportionate of ownership Proportionate of ownership

ststCompany as on 31 March 2025 as on 31 March 2024

Moodscope AI Private Limited Subsidiary Company 51% -

4. Use of Estimates:

In preparation of the consolidated financial statements, the Company makes judgments, estimates & assumptions

about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and

the associated assumptions are based on historical experience and other factors that are considered to be relevant.

Actual results may differ from these estimates.

Significant judgments and estimates relating to the carrying values of assets and liabilities include useful lives of

property, plant and equipment and intangible assets, impairment of property, plant and equipment, intangible

assets and investments, provision for employee benefits and other provisions, recoverability of deferred tax assets,

commitments and contingencies.

5. Revenue Recognition:

a. Income from Sale of goods:

Revenue from the sale of goods is recognized when all the following conditions have been satisfied:

(a) the company has transferred to the buyer the significant risks and rewards of ownership of the goods;

(b) the entity retains neither continuing managerial involvement to the degree usually associated with

ownership nor effective control over the goods sold;

(d) it is probable that the economic benefits associated with the transaction will flow to the entity; and

(e) The costs incurred or to be incurred in respect of the transaction can be measured reliably.

b. Income From Sale of Software Development:

Revenue from Sale of Software Development is recognized using percentage-of-completion method. The

Group uses judgment to estimate the future cost-to-completion of the contracts which is used to determine

degree of completion of the performance obligation.

Revenue is measured at the fair value of the consideration received or receivable, taking into account

contractually defined terms of payment and excluding taxes, levies or duties collected on behalf of the

government/ other statutory bodies.

Advances received from the customers are reported as customer's deposits unless the above conditions for

revenue recognition are met.

c. Interest income:

Income is recognized on a time proportion basis by reference to the principal outstanding and the effective

interest rate applicable.

d. Dividend:

Dividend from investment is recognized as revenue when right to receive the payment is established.

6. Property, Plant and Equipment (PPE):

Land is carried at historical cost. Historical cost includes expenditure which are directly attributable to the

v) The share of non-controlling interest in net profit of consolidated subsidiaries for the year is identified

and adjusted against the income of the group in order to arrive at the net income attributable to

shareholders of the Company.

vi) Share of non-controlling interest in net assets of consolidated subsidiaries is identified and presented

in the consolidated balance sheet separate from liabilities & the equity of the Company's shareholders.

vii) As far as possible, the consolidated financial statements are prepared using uniform accounting

policies for like transactions and other events in similar circumstances and are presented in same

manner as the company's separate financial statements.

The Subsidiary considered in the preparation of these consolidated financial statement are:

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acquisition of the land like, rehabilitation expenses, resettlement cost. After recognition, an item of all other

Property, plant and equipment are carried at its cost less any accumulated depreciation and any accumulated

impairment losses under Cost Model. The cost of an item of property, plant and equipment comprises:

(a) Its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts

and rebates.

(b) Any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable

of operating in the manner intended by management.

located, the obligation for which a company incurs either when the item is acquired or as a consequence of

having used the item during a particular period for purposes other than to produce inventories during that

period.

Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of

the item depreciated separately. However, significant part(s) of an item of PPE having same useful life and

depreciation method are grouped together in determining the depreciation charge.

Costs of the day to-day servicing described as for the 'repairs and maintenance' are recognized in the statement

of profit and loss in the period in which the same are incurred.

Subsequent cost of replacing parts significant in relation to the total cost of an item of property, plant and

equipment are recognized in the carrying amount of the item, if it is probable that future economic benefits

associated with the item will flow to the company; and the cost of the item can be measured reliably. The

carrying amount of those parts that are replaced is de-recognized in accordance with the de-recognition policy

mentioned below.

When major inspection is performed, its cost is recognized in the carrying amount of the item of property, plant

and equipment as a replacement if it is probable that future economic benefits associated with the item will flow

to the company; and the cost of the item can be measured reliably. Any remaining carrying amount of the cost of

the previous inspection (as distinct from physical parts) is de-recognized.

An item of Property, plant or equipment is de-recognized upon disposal or when no future economic benefits

are expected from the continued use of assets. Any gain or loss arising on such de-recognition of an item of

property plant and equipment is recognized in profit and Loss.

Depreciation on property, plant and equipment, except freehold land, is provided as per cost model on straight

line basis over the estimated useful lives of the asset as follows:

Building : 60 years

Plant and Machinery : 5 years

Computers : 3 Years

Electrical Installation : 10 Years

Office equipment : 5 years

Furniture and Fixtures : 10 years

Based on technical evaluation, the management believes that the useful lives given above best represents the

period over which the management expects to use the asset. Hence the useful lives of the assets are same as prescribed under Part C of schedule II of Companies Act, 2013.

The estimated useful life of the assets is reviewed at the end of each financial year. The residual value of Property,

plant and equipment considered as 5% of the original cost of the asset. Depreciation on the assets added /

disposed of during the year is provided on pro-rata basis with reference to the month of addition / disposal.

Transition to Ind AS

The company elected to continue with the carrying value as per cost model for all of its property, plant and

equipment as recognized in the financial statements as at the date of transition to Ind AS, measured as per the

previous GAAP.

7. Depreciation

Depreciation on Tangible Assets is provided on SLM basis in the manner and at the rates prescribed in Schedule II to

the companies Act, 2013.

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The carrying cost of assets is reviewed at each balance sheet date to determine if there is any indication of

impairment thereof based on external/internal factors. An impairment loss is recognized wherever the carrying

amount of an asset exceeds their recoverable amounts, which represent the greater of the net selling price of assets

and their 'value in use'. The estimated future cash flows are discounted to their present value at appropriate rate

arrived at after considering the prevailing interest rate and weighted average cost of capital.

8. Impairment (other than Financial Instruments)

At each balance sheet date, the Company reviews the carrying values of its property, plant and equipment and

intangible assets to determine whether there is any indication that the carrying value of those assets may not be recoverable through continuing use. If any such indication exists, the recoverable amount of the asset is reviewed in

order to determine the extent of impairment loss (if any).

Where the asset does not generate cash flows that are independent from other assets, the Company estimates the

recoverable amount of the cash generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the

estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current

market assessments of the time value of money and the risks specific to the asset for which the estimates of future

cash flows have not been adjusted. An impairment loss is recognized in the statement of profit and loss as and when

the carrying value of an asset exceeds its recoverable amount.

Where an impairment loss subsequently reverses, the carrying value of the asset (or cash generating unit) is

increased to the revised estimate of its recoverable amount so that the increased carrying value does not exceed the

carrying value that would have been determined had no impairment loss been recognized for the asset (or cash

generating unit) in prior years. The remaining reversal of an impairment loss is recognized in the statement of profit

and loss immediately.

9. Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity

instrument of another entity.

Financial Assets and Financial Liabilities are recognized when the Company becomes a party to the contractual

provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that

are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial

assets and financial liabilities at fair value through profit and loss) are added to or deducted from the fair value

measured on initial recognition of financial asset or financial liability. The transaction costs directly attributable to

the acquisition of financial assets and financial liabilities at fair value through profit and loss are immediately

recognized in the statement of profit and loss.

Effective interest method

The effective interest method is a method of calculating the amortized cost of a financial instrument and of

allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly

discounts future cash receipts or payments through the expected life of the financial instrument, or where

appropriate, a shorter period.

(a) Financial assets:

Cash and Bank Balances:

(I) Cash and cash equivalents - which includes cash in hand, deposits held at call with banks and other short-

term deposits which have maturities of less than one year from the date of such deposits.

(ii) Other bank balances - which includes balances and deposits with banks that are restricted for withdrawal

and usage.

Financial assets at amortized cost:

Financial assets are subsequently measured at amortized cost if these financial assets are held within a business

model whose objective is to hold these assets in order to collect contractual cash flows and the contractual

terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and

interest on the principal amount outstanding.

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Financial assets at Fair Value:

Financial assets are measured at fair value through other comprehensive income if these financial assets are held

within a business model whose objective is to hold these assets in order to collect contractual cash flows or to

sell these financial assets and the contractual terms of the financial asset give rise on specified dates to cash

flows that are solely payments of principal and interest on the principal amount outstanding. The Company in

respect of equity investments (other than in subsidiaries, associates and joint ventures) which are not held for

trading has made an irrevocable election to present in other comprehensive income subsequent changes in the

fair value of such equity instruments. Such an election is made by the Company on an instrument-by-instrument

basis at the time of initial recognition of such equity investments.

Financial asset not measured at amortized cost or at fair value through other comprehensive income is carried at

fair value through the statement of profit and loss.

Impairment of financial assets

Loss allowance for expected credit losses is recognized for financial assets measured at amortized cost and fair

value through other comprehensive income. The Company recognizes life time expected credit losses for all

trade receivables that do not constitute a financing transaction.

For financial assets whose credit risk has not significantly increased since initial recognition, loss allowance equal

to twelve months expected credit losses is recognized. Loss allowance equal to the lifetime expected credit

losses is recognized if the credit risk on the financial instruments has significantly increased since initial

recognition.

De-recognition of financial assets

The Company de-recognizes a financial asset only when the contractual rights to the cash flows from the asset

expire, or it transfers the financial asset and substantially all risks and rewards of ownership of the asset to

another entity.

If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to

control the transferred asset, the Company recognizes its retained interest in the assets and an associated

liability for amounts it may have to pay.

If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the

Company continues to recognize the financial asset and also recognizes a collateralized borrowing for the

proceeds received.

(b) Financial Liabilities and Equity Instruments:

Classification as debt or equity

Financial liabilities and equity instruments issued by the Company are classified according to the substance of

the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Company after

deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

Financial Liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently

measured at amortized cost, using the effective interest rate method where the time value of money is significant.

Interest bearing bank loans, overdrafts and issued debt are initially measured at fair value and are subsequently

measured at amortized cost using the effective interest rate method. Any difference between the proceeds (net

of transaction costs) and the settlement or redemption of borrowings is recognized over the term of the

borrowings in the statement of profit and loss.

De-recognition of financial liabilities

The Company de-recognizes financial liabilities when, and only when, the Company's obligations are

discharged, cancelled or they expire.

Reclassification of financial assets

The company determines classification of financial assets and liabilities on initial recognition. After initial

recognition of financial assets and financial liabilities, a reclassification is made only if there is a change in the

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The following table shows various reclassification and how they are accounted for :

Original classification Revised classification Accounting treatment

Amortised cost FVTPL Fair value is measured at reclassification date. Difference between

previous amortized cost and fair value is recognised in P&L.

FVTPL Amortised Cost Fair value at reclassification date becomes its new gross carrying

amount. EIR is calculated based on the new gross carrying amount.

Amortised cost FVTOCI Fair value is measured at reclassification date. Difference between

previous amortised cost and fair value is recognised in OCI. No

change in EIR due to reclassification.

FVTOCI Amortised cost Fair value at reclassification date becomes its new amortised cost

carrying amount. However, cumulative gain or loss in OCI is

adjusted against fair value. Consequently, the asset is measured as if

it had always been measured at amortised cost.

FVTPL FVTOCI Fair value at reclassification date becomes its new carrying amount.

No other adjustment is required.

FVTOCI FVTPL Assets continue to be measured at fair value. Cumulative gain or

loss previously recognized in OCI is reclassified to P & L at the

reclassification date.

Offsetting of Financial Instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently

enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the

assets and settle the liabilities simultaneously.

10. Inventory:

Inventories are stated at the lower of cost and net realizable value. Costs comprise direct materials and, where

applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their

present location and condition. The company uses FIFO cost formula for determination of cost of inventories. Net

realizable value is the price at which the inventories can be realized in the normal course of business after allowing for

the cost of conversion from their existing state to a finished condition and for the cost of marketing, selling and

distribution.

11. Leases: (As a lessee)

The company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use

asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease

payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs

to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less

any lease incentives received.

The right of-use asset is subsequently depreciated using the straight-line method from the commencement date to

the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives

of right-of-use assets are determined on the same basis as those of property and equipment. In addition, the right-

Annual Report 2025

business model for managing those assets. Changes to the business model are expected to be infrequent. The

company's senior management determines change in the business model as a result of external or internal

changes which are significant to the company's operations.

Such changes are evident to external parties. A change in the business model occurs when the company either

begins or ceases to perform an activity that is significant to its operations. If the group reclassifies financial assets,

it applies the reclassification prospectively from the reclassification date which is the first day of the immediately

next reporting period following the change in business model. The company does not restate any previously

recognized gains, losses (including impairment gains or losses) or interest.

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of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of the

lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the

commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily

determined, and company's incremental borrowing rate.

Generally, the company uses its incremental borrowing rate as the discount rate. Lease payments included in the

measurement of the lease liability comprise the following:

- Fixed payments, including in-substance fixed payments;

- Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the

commencement date;

- Amounts expected to be payable under a residual value guarantee; and

- The exercise price under a purchase option that the company is reasonably certain to exercise, lease payments in

an optional renewal period if the company is reasonably certain to exercise an extension option, and penalties for

early termination of a lease unless the company is reasonably certain not to terminate early.

The lease liability is measured at amortized cost using the effective interest method. It is re-measured when there

is a change in future lease payments arising from a change in an index or rate, if there is a change in the company's

estimate of the amount expected to be payable under a residual value guarantee, or if company changes its

assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is re measured in this way, a cones ponding adjustment is made to the carrying amount

often right-of-use asset, or is recorded in profit or loss if the carrying amount often right to-use asset has been

reduced to zero

Short-term leases and leases of low-value assets

The company has elected not to recognize right-of-use assets and lease liabilities for short term leases of real estate

properties that have a lease term of 12 months. The company recognizes the lease payments associated with these

leases as an expense on a straight-line basis over the lease term.

12. Income Taxes;