Equity Analysis

The Company's nancial performance, for the year ended 31st March 2024.

Standalone: Our company has made a profit after tax in FY 2023-24 of INR 86.77 Lakhs as compare INR 89.73 Lakhs for the previous year. The Performance of the Company has declined as compared to the previous year. During the Financial year the company's total revenue was INR 1,144.32 Lakhs. The Board of Director are making continuous efforts for achieving even better position of company.

There has been no change in the business of the Company during the financial year ended March 31, 2024.

The Board of Directors of your company has not declared any Dividend for the current financial year.

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

There has been no change in the business of the Company during the financial year 31^st March, 2024.

The Company successfully completed its Ini al Public O er (IPO) of 14,88,000 equity shares of face value of Rs.10/- each for cash at a price of Rs 92/- per equity share (including share premium of Rs.82 /- per equity share)aggrega ng to 1,368.96 Lakhs (“the o er”) on June 26, 2024. The o er was open to the public from June 19, 2024 and closed on June 21, 2024. The equity shares of the Company were listed on Na onal Stock Exchange of India Limited Emerge (“NSE Emerge”) e ec ve from June 26, 2024. M/s KFin Technologies Limited is the Registrar and Share Transfer Agent of the Company

During the nancial year under review, the authorized share capital of the Company is INR 10,00,00,000/- As on March 31,2024 the authorized share capital of the Company is INR 10,00,00,000/- comprising of 1,00,00,000/- Equity Shares of INR 10/- each.

Issued, Subscribed, Paid-up Share Capital:

During the year under review, the Company has issued and allotted 28, 50,000 equity shares as Bonus Issue & 5,18,793 equity shares as Preferential Allotment. As on March 31, 2024 the Paid-up share capital of the Company is INR 38,68,793/- comprising of 38,68,7930/- Equity Shares of INR 10/- each.

Web link for Annual Return of Company is: https://www.falcongroupindia.com/

Your company is not having any subsidiary, associate or joint venture. Further during the financial year under review, no company has become or ceased to be subsidiary, joint venture or associate of the company.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The provisions of Section 134(3) (m) of the Companies Act, 2013 does not apply to our company.

11. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company, had no dealings in foreign exchange as men oned below

12. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the prepara on of the annual accounts for the year ended 31st March, 2024 the applicable Indian accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same. b) The Directors have selected such accoun ng policies and applied them consistently and made judgments and es mates that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company as at 31st March, 2024 and of the pro t of the Company for the year ended on that date. c) The Directors have taken proper and su cient care for the maintenance of adequate accoun ng records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preven ng and detec ng fraud and other irregulari es. d) The Directors have prepared the annual accounts on a ‘going concern' basis. e) The Company being unlisted, sub clause (e) of sec on 134(5) of the Companies Act, 2013 pertaining to laying down internal nancial controls is not applicable to the Company. f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system is adequate and opera ng e ec vely.

13. DIRECTORS:

The Board of Directors (the Board), an apex body formed, provides and evaluates the strategic directions of the Company; formulates and reviews management policies and ensure their effectiveness. The Board represents an optimum mix of professionalism, knowledge and experience. The Company has benefited from the professional expertise of the Directors.

The details of each member of the Board along with the number of Directorship(s), and their shareholding in the company are provided herein below:

Composition and Directorship(s) as on 31^st March, 2024

a) Appointment and Re-appointment During the year under review:

Mr. Swapnil Navale (DIN: 07152189), was appointed as the Non-Execu ve Director of the Company w.e.f April 08, 2023. The appointment was approved by Members at their Extra Ordinary General Mee ng held on April 24, 2023.

Mr. Bharat Parihar (DIN: 06945020) was appointed as a Managing Director of the Company w.e.f April 21, 2023.

Mr. Sumitkumar Patel (DIN: 10105361), Mrs. Priyanka Gola (DIN: 09384530), were appointed as Independent director as on April 08, 2023.

Appointment of Mr. Sumitkumar Patel (DIN: 10105361), Mr. Priyanka Gola (DIN: 09384530), was approved by the Members at their Extra Ordinary General Mee ng held on April 24, 2023.

Change in Designa on of Mrs. Sheetal Parihar (DIN: 07410285) was approved by the Members at their Extra Ordinary General Mee ng held on April 24, 2023. b) Key Managerial Personnel (“KMP”) during the financial year ended March 31, 2024

The following persons were acting as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013:

Mr. Sandeep Dinkar Navale - Chief Financial Officer

Ms. Dipti Girishchandra Sharma - Company Secretary & Compliance officer Mr. Sandeep Dinkar Navale was appointed as Chief Financial Officer and Ms. Dipti Girishchandra Sharma was appointed as Company Secretary & Compliance officer w.e.f April 21, 2023

14. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS:

Declaration from Independent Directors All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

15. BOARD'S COMMENT ON THE AUDITORS' REPORT:

The Auditor's report is self-explanatory and do not call for any further comment. There were no observations/ qualifications made by the Auditors in the Audit Report.

16. MEETINGS OF BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss business plan and strategies. Notice of Board meeting is given well in advance to all the Directors.

During the financial year ended 31^st March 2024 the following were the dates on which Board Meetings were held:

The maximum interval between any two meetings was well within the maximum allowed gap of 120 Days.

During the financial year four (4) Extra ordinary general meeting (EOGM) were held in the company on April 24,2023, May 29,2023, September 25, 2023 and October 23, 2023 and Annual General Meeting was held on September 16, 2023.

AUDIT COMMITTEE, NOMINATION & REMUNERATION COMMITTEE, STAKEHOLDERS RELATIONSHIP COMMITTEE AND CSR COMMITTEE

(i) AUDIT COMMITTEE In terms of Section 177 of the Companies Act, 2013, the Board has constituted an Audit Committee on April 25, 2023. The constitution of Audit Committee is as follows:

All the recommenda ons made by the Audit Commi ee were accepted by the Board. The Company Secretary of the Company acts as the secretary to the Audit Commi ee. During the nancial year under review, 4 (Four) mee ngs were held by the Audit Commi ee viz, 06^th May 2023, 04^th August 203, 01^st December 2023 and 12^th March, 2024. Further, the intervening gap between the Mee ngs was within the period prescribed under the Act.

(ii) NOMINATION AND REMUNERATION COMMITTEE AND VIGIL MECHANISM

The provisions of Section 178 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014 are applicable to the Company. Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company.

The composition of the NRC Committee and the details of meetings attended by its members are given below:

The Stakeholders' Rela onship Commi ee was cons tuted by way of a Board resolu on April 25, 2023. During the nancial year under review, two (2) mee ngs were held by the Nomina on and Remunera on Commi ee viz, 02^nd September, 2023, and 12th March, 2024. Further, the intervening gap between the Mee ngs was within the period prescribed under the Act.

(iii) Stakeholders' Relationship Committee

The Stakeholders' Rela onship Commi ee was cons tuted by way of a Board resolu on April 25, 2023. During the nancial year under review, one (1) mee ng was held by the Stakeholder's Rela onship Commi ee viz, 12^th March 2024. Further, the intervening gap between the Mee ngs was within the period prescribed under the Act

17. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Based on the pro tability criteria for the year, Corporate Social responsibility requirements under sec on 135 of the Companies Act, 2013 are applicable to the Company for the year under review. The company is seeking and planning to incorporate the CSR ini a ves to address the requirements of Sec on 135 for nancial year 2023-24.

18. CORPORATE GOVERNANCE:

As per Regulation 15 read with Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance Disclosure does not apply to your Company listed on the SME platform. Hence, your Company is not required to make disclosures in Corporate Governance Report.

19. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD & OF

INDIVIDUAL DIRECTORS:

The Board of Directors have evaluated the performance of all Directors. The Board deliberated on various evaluation attributes for all directors and after due deliberations made an objective assessment and evaluated that all the directors in the Board have adequate expertise drawn from diverse industries and business and bring specific competencies relevant to the Company's business and operations. The Board found that the performance of all the Directors was quite satisfactory. The Board evaluated its performance as a whole and was satisfied with its performance and composition of Directors.

20. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals Impacting the going concern status and Company's operations in future.

21. DETAILS IN RESPECT OF FRAUDS REPORTING U/S 143(12) BY AUDITOR:

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013.

22. RELATED PARTY TRANSACTION- SECTION 188:

All contracts or arrangements or transactions with related parties during the year under review as referred to in Section 188(1) of the Companies Act, 2013, were in the ordinary course of business and on arms' length basis. Details of such material contracts/ arrangement/ transactions with related parties which may have potential conflict with the interest of the Company. Hence details of such transactions has been disclosed in terms of Section 134 of the Act in AOC-2 which is forming part of board's report as an Annexure-II

As per the provisions of Section 188 of the Companies Act, 2013, approval of the Board of Directors is obtained for entering into related party transactions by the Company.

During the financial year under review, all the Related party transactions are disclosed in the notes provided in the financial statements which forms part of this Annual Report.

23. ALTERATION IN THE OBJECT CLAUSE IN MOA:

During the Financial Year the Company has not altered the object clause of the Memorandum of the Association of the Company.

24. ALTERATION IN THE NAME CLAUSE IN MOA:

During the financial year under review the Company has changed its name from Falcon Technoprojects India Private Limited to Falcon Technoprojects India Limited and all the compliances related to it had been done by the company.

25. CHANGE IN REGISTERED OFFICE OF THE COMPANY:

The Company during the year has not changed its registered office.

26. EXTRACT OF ANNUAL RETURN IN MGT-9:

The extracts of Annual Return [MGT-9] pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 has been placed on the website of the company and can be accessed www.falcongroupindia.com

27. COST RECORDS MAINTENANCE:

The Board declares that provisions of section 148(1) of the Companies Act, 2013 is not applicable on the Company.

28. APPLICABILITY OF SECRETARIAL STANDARDS ISSUED BY ICSI:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013 in true letter and spirit.

29. STAUTORY AUDITOR OF THE COMPANY:

M/s JPMK and Company, Chartered Accountants (Firm Registration No. 124193W), were appointed as the Statutory Auditors of the Company at the 6th Annual General Meeting held in 2020, to hold office until the conclusion of the Annual General Meeting to be held in the financial year 2024-25.

During the review period, M/s JPMK and Company, Chartered Accountants, resigned as Statutory Auditors of the Company, citing preoccupation and internal restructuring changes that prevented them from dedicating sufficient time to the affairs of Falcon Technoprojects India Limited. Accordingly, their term will conclude at the 10th Annual General Meeting, in compliance with the provisions of the Companies Act, 2013.

The Board of Directors, on the recommendation of the Audit Committee, proposes the appointment of M/s NGST & Associates, Chartered Accountants (Firm Registration No. 135159W), as the new Statutory Auditors of the Company for a term of five years. Subject to the approval of the Members at the 10th Annual General Meeting, M/s NGST & Associates will hold office from the conclusion of the said meeting until the conclusion of the 15th Annual General Meeting to be held in the financial year 2028-29, subject to ratification of the appointment by the Members at every subsequent Annual General Meeting.

The Audit Committee has carefully considered and recommended the appointment of M/s NGST & Associates, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company. The Board of Directors has accepted this recommendation and now seeks the approval of the Members for their appointment. A resolution proposing the appointment of M/s NGST & Associates, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company is included in the Notice of the 10th Annual General Meeting. The Board recommends their appointment for the approval of the Members.

30. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requirement to obtain the Secretarial Audit Report for the Financial Year 2023-24 is not applicable to your company.

31. COST AUDIT:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and Rule 4 of the Companies (Cost Records and Audit) Rules 2014, the requirement to obtain the Cost Audit Report for the Financial Year 2023-24 is not applicable to your company.

32. INTERNAL AUDITORS:

The provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is not applicable for the Financial Year 2023-24.

33. PARTICULARS OF LOANS AND INVESTMENTS:

The company has complied with the provisions of Section 186 of the Companies Act, 2013. Details of the same are part of the financial statements.

34. BORROWINGS:

During the period, the Company has taken loan, the details of the same is part of the financial statements.

35. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The integrated framework adopted by the company, which is based on the applicable on guidance on internal financial control, is adequate and effective. The systems and procedures adopted by the company ensures the orderly and efficient conduct of its business and adherence to the company's policies, prevention and detection of frauds and errors, accuracy and completeness of records and timely preparation of reliable financial information.

36. RISK MANAGEMENT POLICY:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment, and statutory compliance.

37. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company is committed to provide a safe and conducive work environment to its employees. The Company adopted Prevention of Sexual Harassment at Workplace Policy. Your director's further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

38. DEPOSITS:

The Company has not accepted deposits during the year under review and same is part of Financial Statement.

39. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, your Company encourages the employees to voice their genuine concerns without fear of censure, therefore company's ultimate holding company has built in and set up the Vigil Mechanism Policy applicable to your Company, according to which all the directors, employees of your Company including third party, are eligible to make disclosures under the mechanism in relation to the matter concerning your Company.

40. INSIDER TRADING REGULATIONS:

During the year under review, requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 was not applicable to the Company. However, post-listing of the equity shares of the Company at NSE SME EMERGE Platform, based on the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for the prohibition of insider trading, as approved by the Board is implemented by the Company. The Company, also, adopts the concept of trading window closure, to prevent its directors, officers, designated employees, their relatives from trading in the securities of the Company at the time when there is unpublished price sensitive information. The Board has appointed Ms. Dipti Girishchandra Sharma, Company Secretary, as the Compliance Officer under the code.

41. TRANSFER TO RESERVE:

The Company has reported a profit of Rs. 86.77 Lakhs, which has been transferred to the Reserves and Surplus. Additionally, an amount of Rs. 425.41 Lakhs has been transferred to the Securities Premium Account, representing the premium received on the issue of shares.

42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 of SEBI Listing Regulations, a separate section on Management Discussion and Analysis, Business Responsibility and Sustainability Report and Corporate Governance Report together with a certificate from a Practicing Company Secretary confirming compliance with the Regulations relating to Corporate Governance of SEBI Listing Regulations are set out and form part of this Annual Report. Annexure-I

43. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE, 2016:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

44. DIFFERENCE IN VALUATION:

The company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

45. GENERAL

Your Directors state that the Company has made disclosures in this report for the items prescribed in sec on 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and lis ng regula ons, to the extent the transac ons took place on those items during the year. Your Directors further state that no disclosure or repor ng is required in respect of the following items as there were no transac ons on these items during the year under review; Issue of Equity Shares with di eren al rights as to dividend, vo ng or otherwise; Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS; Annual Report and other compliances on Corporate Social Responsibility; There is no revision in the Board Report or Financial Statement; No signi cant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's opera ons in future;

Informa on on subsidiary, associate and joint venture companies. Pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016; Instance of one- me se lement with any bank or nancial ins tu on; Fraud reported by Statutory Auditors; and Change of nature of business.

46. ANNEXURE a) Declaration regarding compliance by Board Members and Senior Management Personnel with company's code of conduct is attached as Annexure III b) Board confirmation on Independent Director is attached as Annexure IV c) Details relating to Remuneration of Directors and Key Managerial Personnel (KMP) as required under Section 197(12) of the Companies Act, 2013 is attached as Annexure V

47. ACKNOWLEDGMENT

Your company takes this opportunity to thank all the Shareholders and investors of the company for their continued support. Your directors wish to place on record their appreciation for the co-operation and support received from employees, staff and other people associated with the company and look forward for their continued support.