Acrow India Ltd Directors Report

Dear Members,

Your Directors are pleased to present the Sixty Fifth (65 th ) Annual Report together with the Audited Financial Statements of the Company for the financial year ended March 31,2025.

1. FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars	Year ended March 31,2025	Year ended March 31,2024
Sales and Other Income	574.12	281.19
Operating Profit/Loss	141.78	90.60
Less: Interest and Finance Charges	-	-
Less: Depreciation	25.41	29.92
Profit Before Exceptional Items	116.37	60.68
Exceptional Items	-	-
Profit Before Tax After Exceptional Items	116.37	60.68
Less: Provision for Tax: Current Tax	54.08	21.92
Deferred Tax Credit / (Debit)	150.37	(63.70)
Tax for Earlier Years	-	-
Profit/Loss After Tax	(88.08)	102.46
Add: Balance Brought Forward from Previous Year	1,590.53	1,488.07
Balance Available for Appropriation	1,502.46	1,590.53
Appropriations: Proposed Dividend	-	-
Corporate Dividend Tax	-	-
Transfer to General Reserve	-	-
Balance Carried to Balance Sheet	1,502.46	1,590.53

2. OPERATIONS:

The Company is in the business of cotton, clothing, yarn / construction & development of real estate.

During the period under review, the Company has earned a total income of Rs. 574.12 Lakhs and incurred a net loss after tax of Rs. 88.08 Lakhs compared to the previous years profit after tax of Rs. 102.46 Lakhs. The management is positive about future growth of the company.

3. DIVIDEND:

Your Directors do not recommend any dividend on the equity shares for the year ended March 31,2025.

4. TRANSFER TO RESERVES:

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

1. CHANGES IN NATURE OF THE BUSINESS, IF ANY:

During the year under review, there was no change in the nature of business of the Company.

2. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

The company has no material changes and commitments affecting its financial position for the financial year ended March 31,2025.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL i. The Directors and Key Managerial Personnel of the Company as on March 31,2025 are as under:

Sr. No. Name	Designation	DIN/PAN
1. Mr. Gopal Agrawal	Managing Director	02160569
2. Mr. Devinder Khurana	Independent Director	00059707
3. Mr. Kashinath Iyer Ganpathy	Independent Director	01195975
4. Mrs. Sarika Abhijit Kulkarni	Independent Director	07141926
5. Mr. Shyam Agrawal	Whole-Time Director	02192098
6. Mr. Sanjay Trilokchand Agrawal	Whole-Time Director	03500067
7. Mr. Ankur Pranab Chakraborty	Chief Financial Officer	ARZPC6452E
8. Mr. Arvind Kumar Modi	Company Secretary	AUHPM5239Q

ii. During the period under review, following changes took place in the Board of Directors of the Company: Sr. No.	Name of Director/KMP and Designation	DIN/PAN	Reason for Change	Effective Date of Change
1.	Mr. Bharat Sadanand Patil Company Secretary	CFEPP2885K	Cessation	April 13, 2024
2.	Mr. Arvind Kumar Modi Company Secretary	AUHPM5239Q	Appointment	July 11,2024

iii. Director liable to retire by Rotation:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Sanjay Trilokchand Agrawal, Wholetime Director (DIN: 03500067) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board recommends his re-appointment for the consideration of the Members of the Company at the 65th Annual General Meeting (AGM). Brief profile of Mr. Sanjay Trilokchand Agrawal forms part of the Notice convening the 64th Annual General Meeting.

iv. Re-appointment of Managing Director and Whole-time Directors:

a. Mr. Gopal Agrawal (DIN: 02160569) was appointed as the Managing Director of the Company for a tenure of 3 years ending on December 18, 2025;

b. Mr. Shyam Agrawal (DIN: 02192098) was appointed as the Whole-time Director of the Company for a tenure of 3 years ending on December 18, 2025; and

c. Mr. Sanjay Trilokchand Agrawal (DIN: 03500067) was appointed as the Whole-time Director of the Company for a tenure of 3 years ending on May 21,2026.

The Company proposes to re-appoint them for another term of 3 years pursuant to the provisions of Section 196 r/w Section 197 and Schedule V of the Companies Act, 2013. The brief profile and the details as required under Schedule V and Secretarial Standard-2 is provided under Annexure-A to the Notice of AGM.

4. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. There has been no change in the circumstances affecting their status as Independent Directors during the year under review.

5. ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:

\u2022 Board: In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the members of the Board, with regard to various criteria such as Board composition, Board processes and Board dynamics. The Independent Directors, at their separate meeting, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory. \u2022 Committees of the Board: The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board with regard to various criteria such as committee composition, committee processes and committee dynamics. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements, including the provisions of the Act, the Rules framed thereunder and the Listing Agreement/ SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. \u2022 Individual Directors: In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like qualification, experience, availability and attendance, integrity, commitment, governance, independence, communication, preparedness, participation and value addition. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. 6. MEETINGS OF BOARD: Five meetings of the Board of Directors were held during the year. The Meetings were held on (a.) May 28, 2024; (b.) July 11,2024; (c.) July 29, 2024; (d.) November 13, 2024; (e.) February 13, 2025 respectively. The time gap between any two meetings did not exceed one hundred and twenty days. Name of the Director	Meeting entitled to attend	Meetings Attended
Mr. Gopal Agrawal	5	5
Mr. Devinder Khurana	5	4
Mr. Kashinath Iyer Ganpathy	5	5
Mrs. Sarika Abhijit Kulkarni	5	5
Mr. Shyam Agrawal	5	5
Mr. Sanjay Goyal	5	5

7. COMMITTEES OF THE BOARD:

As on March 31,2025, the Board has constituted Three (3) Committees viz; Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee.

i. AUDIT COMMITTEE:

Your Company has constituted an Audit Committee as per section 177 of the Companies Act, 2013.

(a) The composition of the Audit committee as on March 31,2025 is as follows: Name of Member	Designation	Nature of Directorship
Mr. Devinder Khurana	Chairperson	Independent Director
Mr. Gopal Agrawal	Member	Managing Director
Mr. Kashinath Iyer Ganpathy	Member	Independent Director

All the members have the ability to understand and analyze the financial statements. All the recommendations made by the Audit Committee were accepted by the Board. The Company Secretary acts as a Secretary to the Committee.

(b) Meetings & Attendance:

The details of Meetings held during the year are as follows:

Number of Meetings: Four (4)

Dates of Meetings: May 28, 2024; July 29, 2024; November 13, 2024; February 13, 2025.

Name of Member	Meeting entitled to attend	MeetingsAttended
Mr. Devinder Khurana	4	4
Mr. Gopal Agrawal	4	4
Mr. Kashinath Iyer Ganpathy	4	4

ii. NOMINATION AND REMUNERATION COMMITTEE:

The constitution of the Nomination and Remuneration Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013.

(a) The Composition of the Nomination and Remuneration Committee as on March 31,2025 is as follows: Name of Member	Designation	Nature of Directorship
Mr. Devinder Khurana	Chairperson	Independent Director
Mrs. Sarika Abhijit Kulkarni	Member	Independent Director
Mr. Kashinath Iyer Ganpathy	Member	Independent Director

(b) Meetings & Attendance:

The details of Meetings held during the year are as follows: Number of Meetings: Two (2)

Dates of Meetings: July 29, 2024; and February 13, 2025.
Name of Member	Meeting entitled to attend	MeetingsAttended
Mr. Devinder Khurana	2	2
Mrs. Sarika Abhijit Kulkarni	2	2
Mr. Kashinath Iyer Ganpathy	2	2

iii. STAKEHOLDER RELATIONSHIP COMMITTEE:

The stakeholder relationship committee is constituted as per the provisions of Section 178(5) of the Companies Act, 2013.

(a) The composition of the Stakeholders\u2019 Relationship Committee as on March 31,2025 is as follows: Name of Member	Designation	Nature of Directorship
Mr. Devinder Khurana	Chairperson	Independent Director
Mr. Gopal Agrawal	Member	Independent Director
Mr. Kashinath Iyer Ganapathy	Member	Independent Director

(b) Meetings & Attendance:

The details of Meetings held during the year are as follows: Number of Meetings: One (1)

Dates of Meetings: February 13, 2025.

Name of Member	Meeting entitled to attend	MeetingsAttended
Mr. Devinder Khurana	1	1
Mr. Gopal Agrawal	1	1
Mr. Kashinath Iyer Ganapathy	1	1

8. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Directors confirm that:

a. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed and there have been no material departures from the same.

b. 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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss account of the Company for that year.

c. Proper and sufficient care has been taken for maintaining adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Annual Accounts have been prepared on a going concern basis.

e. The company has followed a proper internal financial control and that such internal financial controls are adequate and were operating effectively.

f. A system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted or renewed any deposits from public falling within the

purview of provisions of Section 73 and 76 of the Companies Act, 2013 ("the Act") and Rules framed thereunder.

10. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Act, the Annual Returns in Form MGT 7 are available on

https://www.acrowindia.com/annual-results.html .

11. CORPORATE GOVERNANCE:

Since the Companys paid up equity share capital and Net worth was within the threshold limits of Rs. 10 Crores and Rs. 25 Crores, respectively, as on the last day of the previous financial year i.e. as on March 31,2025, by virtue of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of schedule V are not applicable to the Company. Hence, Corporate Governance does not form part of this Directors Report.

12. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as Annexure-I .

13. REPORTING OF FRAUDS BY AUDITOR:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of Loan, Guarantees and Investments covered under section 186 of the Companies Act, 2013 have been disclosed in Notes to the Financial Statement.

15. RELATED PARTY TRANSACTION:

The Company has not entered into transactions with related parties in accordance with the provisions of Section 188 of the Companies Act, 2013 and hence disclosure under Form AOC-2 does not form part of the Directors Report. Your Directors draw attention of the members to Note No. 27 to the financial statement, which sets out related party disclosures as per the Indian Accounting Standards.

16. EMPLOYEES PARTICULARS AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-II to this Report.

The details of the employees who were in receipt of the remuneration amounting to the limits stipulated in Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-III to this Report.

17. AUDITORS:

a. STATUTORY AUDITORS:

At the 63 rd Annual General Meeting of the Company held on August 18, 2023, M/s. Gautam N Associates, Chartered Accountants, having Firm Registration No. 103117W, were appointed as the Statutory Auditors of the Company for a period of 5 years from the conclusion of the 63 rd Annual General Meeting up to the conclusion of the 68 th Annual General Meeting of the Company.

Further, in terms of Regulations 33(1)(d) of the SEBI Listing Regulations, 2015, the Statutory Auditors of your Company are subjected to the Peer Review Process of the Institute of Chartered Accountant of India (ICAI). M/s. Gautam N Associates, have confirmed that they hold a valid certificate issued by Peer Review Board of ICAI.

The Auditors Report on the Financial Statements of the Company for the year ended March 31, 2025 does not contain any qualifications, reservations or adverse remarks.

During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

b. COST AUDITORS:

With reference to the Companies (Cost Records and Audit) Rules 2014, as prescribed by the Central Government in Section 148 of the Companies Act, 2013, the Company is not covered under the rules of the Companies (Cost Records and Audit) Rules, 2014, for maintenance of Cost records.

c. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Kiran Doshi (COP: 9890), Proprietor of M/s. Kiran Doshi & Co., Practicing Company Secretaries (Peer Reviewed: 1977/2022) was appointed to undertake the Secretarial Audit for the financial year 2024-25. The Secretarial Auditors Report in Form MR-3 is annexed as Annexure-IV to this Report.

Further pursuant to provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the Listing Regulations, the company proposes to appoint M/s. Kiran Doshi & Co., Practicing Company Secretaries as the Secretarial Auditor of the Company for a term of five consecutive financial years from FY 2025-26 till FY 2029-30. The Auditor has confirmed their eligibility to act as the Secretarial Auditor of the Company and that they hold a valid peer-review certificate issued by ICSI.

The Secretarial Auditors Report for the year ended March 31,2025, contains following remarks / observations on which we would like to state as under:

a. The declarations for non-encumbrance by the promoters / promoter(s) group under Regulation 31(4) of SEBI (SAST) Regulations, 2011 were not submitted with the Stock Exchange within 7 (Seven) days from the end of the Financial Year and the same were submitted with a delay of 22 (Twenty-Two) Days - Due to

sudden unavoidable medical condition of Mr. Gopal Agrawal, Promoter of the Company, he was hospitalized for a surgical operation and was prescribed a bed rest for 2-3 weeks. As Mr. Gopal Agrawal Managing Director & Promoter of the Company was primarily responsible for coordinating the submission of the said declarations, the Company was unable to timely obtain the requisite signed declarations from the other promoters.

18. SUBSIDIARY COMPANY / ASSOCIATE COMPANY / JOINT VENTURE:

As on March 31,2025, the Company does not have any subsidiary or joint venture or associate company.

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

There are no particulars to be disclosed relating to the Conservation of Energy, Research and Development and Technology Absorption pursuant to Section 134(3)(m) of the Act, during the year under review.

The Foreign Exchange Earnings and Outgo during the year under review and for the previous year were NIL.

20. CODE OF CONDUCT:

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis.

A Declaration signed by Mr. Gopal Agrawal, Managing Director to this effect is annexed as Annexure-V to this report.

21. CFO CERTIFICATE PURSUANT TO REGULATION 17 (8) OF SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS), REGULATIONS, 2015:

A Certificate signed by Mr. Ankur Pranab Chakraborty, Chief Financial Officer to this effect is annexed as Annexure-VI to this report.

22. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Companys policy on Directors appointment including criteria for determining qualifications, positive attributes and independence of a Director as well as policy relating to Remuneration of Key Managerial Personnel and other employees and other matters as provided in Section 178(3) of the Act is uploaded on the website of the Company at the web-link: https://acrowindia.com/assets/policies/Remuneration-Policy.pdf

23. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The Company is in compliance with the applicable secretarial standards issued by the Institute of Company Secretaries of India.

24. RISK MANAGEMENT:

The Company manages and monitors principal risks and uncertainties that can impact ability of the Company to achieve its targets/ objectives. Timely reports are placed before the board for considering various risks involved in the Company business/ operations. The Board evaluates these reports and necessary / corrective actions are then implemented. However, the company has not adopted a written risk management policy.

A brief report on risk evaluation and management is provided under Managements Discussion and Analysis Report forming part of this Annual Report.

25. INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit , Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years.

Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

The Company has transferred the unpaid or unclaimed dividends declared up to financial years 2010-2011 (i.e. the last year in which dividends were declared), from time to time on due dates, to the IEPF established by the Government of India.

Mr. Shyam Agrawal, Whole-Time Director of the Company has been appointed as the Nodal Officer of the Company.

26. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations was observed.

27. VIGIL MECHANISM:

The Board of Directors had approved a policy on Whistle Blower/Vigil Mechanism and the same is uploaded on https:// acrowindia.com/assets/policies/WhistleBlower-Policy-Vigil-Mechanism.pdf

The mechanism enables the directors and employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct and assures to provide adequate safeguards against victimization of the concerned director or employee. The employees and other stakeholders have direct access to the Chairperson of the Audit Committee for lodging concerns, if any, for review.Your Company affirms that no director/ employee has been denied access to the Chairperson of the Audit Committee and that no complaints were received during the year.

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

The Company is committed to provide a safe and conducive work environment to its employees. The details of the complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as under:

(a) number of complaints of sexual harassment received in the year - NIL

(b) number of complaints disposed off during the year - NIL

(c) number of cases pending for more than ninety days - NIL

33. COMPLIANCE WITH THE PROVISIONS OF MATERNITY BENEFIT ACT, 1961:

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961.

34. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

35. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review there was no application made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

36. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

The Company has no loans outstanding from banks / financial institutions as on the end of the financial year March 31, 2025.

37. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their sincere appreciation for the timely assistance and cooperation extended by Financial Institutions, Companys Bankers and various Government Agencies / Bodies and look forward to receiving their continued support. Your Directors also wish to place on record their appreciation for the cooperation extended / services rendered by the workmen, staff, executives, dealers, customers and all others concerned. Your Directors also express thanks to the shareholders for their support to and confidence reposed in the Company.

	For and on behalf of the Board of Directors
	Sd/-
	Gopal Agrawal
	Managing Director & Chairman
Place: Chhatrapati Sambhaji Nagar
Date: August 11,2025.