Alps Industries Ltd Directors Report

OPERATING SCENARIO

Your company is struggling to maintain the Revenue due to almost zero operative assets of the company which has hampered the entire business operations of the company very adversely in the current fiscal year. During the period under review your company has recorded a negative EBITDA of Rs. 61.94 Lakhs in comparison to negative EBITDA of Rs. 268.03 Lakhs in previous year. The PAT for the period is also negative at 6399.04 Lakhs in comparison to the previous year Negative PAT of Rs.5623.85 Lakhs.

FUTURE OUTLOOK - TECHNICAL FRONT

Your company tried to reduce the cost of operations during the year but could not maintain the Revenue due to zero operating assets during last year. However, company is trying to continue its business on the other model i.e. trading etc., even when the company is under CIRP of IBC.

FINANCIAL STATUS OF THE COMPANY

During earlier year, the lenders having more than 83% of the secured debts of the Company revoked their consent to the DRS/settlement scheme circulated by erstwhile Honble BIFR, interalia containing the restructuring of the debts of the Company, which was partly implemented. The Company objected to the said revocation of consent being unjustified and beyond terms of the scheme and further submitted an offer for settlement. M/s Edelweiss Assets Reconstruction Company Ltd., (presently holding more than 99% of the total secured debt of the Company) (EARC), had filed an OA before the DRT and further under the provisions of SARFAESI auctioned secured assets and have adjusted part of their dues with the realization made thereof. The Company was in discussion with EARC for settlement of its balance dues and Management of the Company with an expectation to get the revised settlement/restructuring proposal approved from lenders and accordingly, the Company would be meeting its revised financial obligations however in the meantime EARC has filed an application U/s 7 of the Insolvency and Bankruptcy Code (IBC), 2016 before Honble National Company Law Tribunal, Allahabad Bench (NCLT). Vide its order dated 13.9.2024, Honble NCLTs has admitted the above petition to initiate Insolvency proceeding, declared Moratorium against company and appointed Mr. Hemant Sharma having IBBI Regn No. IBBI/IPA-002/IP- N00015/2016-17/10019 as Interim Resolution Professional (IRP) in the matter. EARC has filed their claim for Rs. 6,11,939.59 lakh as on 13.9.2024 against the company. Further the Committee of Creditors (CoC) in its meeting passed the resolution for appointment of Mr. Hemant Sharma to continue to act as Resolution Professional in the matter and thereupon he took-over the management and operations of the Corporate Debtor in terms of Section 23 of the Code. Further, certain resolution plans for company have been received by the RP and presented before CoC for their approval and with the approval of CoC , the selected plan has been filed with the Honble NCLT for its approval. The future prospects of the company, as such, would be determined on the completion of CIRP. As above the Company, at present, is under the Corporate Insolvency Resolution Process ("CIRP") in terms of provisions of Insolvency & Bankruptcy Code, 2016 ("IBC/the Code").

As per the Code it is required that the Company be managed as a going concern during the CIRP. Also the Board of Directors (Power Suspended) of the company have recommended to the RP to continue with the maintenance of the status of company as "Going Concern" in view of above and its expectation to get the revised settlement/restructuring proposal approved from lenders and accordingly, the Company would be meeting its revised financial obligations.

MEASURES TO REDUCE/CONTROL COST

During the year, your company has continuously tried to achieve the reduction in operating cost.

GOVERNMENT INITIATIVES- TEXTILE SECTOR

Indias textiles sector is one of the oldest industries in the Indian economy, dating back to several centuries. The industry is extremely varied, with hand-spun and hand-woven textiles sectors at one end of the spectrum, with the capital-intensive sophisticated mills sector at the other end. The fundamental strength of the textile industry in India is its strong production base of a wide range of fibre/yarns from natural fibres like cotton, jute, silk, and wool, to synthetic/man-made fibres like polyester, viscose, nylon and acrylic. The increasing preference for affordable, trendy fashion clothing that mimics high-fashion designs is expected to be the primary revenue driver. In order to attract private equity and employee more people, the government introduced various schemes such as the Scheme for Integrated Textile Parks (SITP), Technology Upgradation Fund Scheme (TUFS) and Mega Integrated Textile Region and Apparel (MITRA) Park scheme. The market for Indian textiles and apparel is projected to grow at a 10% CAGR to reach US$ 350 billion by 2030. Moreover, India is the worlds 3rd largest exporter of Textiles and Apparel. India ranks among the top five global exporters in several textile categories, with exports expected to reach US$100 billion. The textiles and apparel industry contributes 2.3% to the countrys GDP, 13% to industrial production and 12% to exports. The textile industry in India is predicted to double its contribution to the GDP, rising from 2.3% to approximately 5% by the end of this decade. Textile manufacturing in India has been steadily recovering amid the pandemic. The market for Indian textiles and apparel is projected to grow at a 10% CAGR to reach US$ 350 billion by 2030. Moreover, India is the worlds 3rd largest exporter of Textiles and Apparel. India ranks among the top five global exporters in several textile categories, with exports expected to reach US$100 billion.

The textiles and apparel industry contributes 2.3% to the countrys GDP, 13% to industrial production and 12% to exports. The textile industry in India is predicted to double its contribution to the GDP, rising from 2.3% to approximately 5% by the end of this decade.

Textile manufacturing in India has been steadily recovering amid the pandemic. Recognizing the importance of MSMEs in the textile sector, the budget introduces initiatives such as enhanced credit access, export promotion measures and the creation of the Bharat Trade Net. This digital platform will streamline trade documentation, facilitate smoother global integration and ease market access for small and medium textile enterprises. he Union Budget is not just a financial plan but a visionary blueprint for the future of Indias textile industry. By addressing critical areas such as cotton productivity, technical textiles, export promotion and handicrafts, it aims to create a more sustainable, innovative and globally competitive sector.

DIVIDEND

Due to the operational losses suffered by the company, your directors do not propose any dividend for the current financial year.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

STATUS & CHANGES OF NON-INDEPENDENT DIRECTORS/ BOARD OF DIRECTORS /KMPS

During the period under review, there are no changes in the status of any Non-Independent Directors/ Board of Directors/KMPS except the powers of the Board have been suspended due the Order dated September 13 2024 of Honble NCLT as the company is under CIRP and all power are vested in the Resolution professional till further order.

RISK MANAGEMENT PLAN

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 17(9) of the SEBI (Listing Obligations and Disclosure Requirements) Rules 2015, the Company has framed an effective Risk Management policy in order to analyze, control or mitigate risk. The board periodically reviews the risks and suggests steps to be taken to control the same. The same is reviewed quarterly by senior management and also by the Audit Committee of the Board.

In compliance of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 related to corporate governance, the Company is not mandatorily required to constitute the Risk Management Committee but for its own betterment has formulated the Risk Management Plan, as up dated from time to time. The Company continues to recognize that the Enterprise Risk Management is an integral part of good management practice. In terms of Policy, the Company is committed for managing the risk in a manner appropriate to achieve its strategic objectives. The Company will keep investors informed of material changes to the Companys risk profile through its periodic reporting obligations and ad hoc investor presentations. Accordingly the Company has framed procedures to inform members of Board of Directors about risk assessment and minimization procedures. The detailed policy can be viewed at the website of the Company i.e., www.alpsindustries.com.

POLICY FOR DETERMINATION OF "MATERIALITY"

POLICY FOR PRESERVATION OF DOCUMENTS

In terms of the provisions of Regulation 9 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the company has framed a policy for preservation of documents. The detailed policy can be viewed at the website of the company

i.e. www.alpsindustries.com.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has provided for adequate safeguards to deal with instances of fraud and mismanagement and to report concerns about unethical behavior or any violation of the Companys Code of Conduct. During the year under review, there were no complaints received under this mechanism. In terms of section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has established a Vigil Mechanism policy for the Directors and Employees to report genuine concerns in such manner as prescribed under Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and such a vigil mechanism has provided for adequate safeguards against victimization of persons who use such mechanism and made provisions for direct access to the chairperson of the Audit Committee, in appropriate or exceptional cases, instances of unethical behavior, actual or suspected, fraud or violation of the companys code of conduct etc. The detailed policy can be viewed at the website of the company i.e., www.alpsindustries.com.

NOMINATION & REMUNERATION, EVALUATION, BOARD DIVERSITY POLICY & FAMILIARIZATION PROGRAMME AND CRITERIA FOR MAKING PAYMENT FOR INDEPENDENT DIRECTORS

As mandated by the statutory provisions contained under section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination & Remuneration Committee of the Board has already formulated which is in force as on date. This policy contains guidelines on nomination and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel of the Company and Evaluation and Board Diversity policy for directors. This policy may be treated as a benchmark for determining the qualifications, positive attributes and independence of a Director, criteria for evaluation of Independent Directors and the Board, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel and Senior Management Personnel of the Company.

In terms of Regulation 34 & 46 of and schedule V the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the criteria for making payment to the Non Executive Directors is being complied and is available at Company website www.alpsindustries.com.

CHANGE IN THE TERMS OF CONVERSION OF CUMULATIVE REDEEMABLE PREFERENCE SHARES.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

RELATIONSHIP WITH INVESTORS

money in the company and supported the management in such a crucial time.

The relationship with the investors continues to be cordial. Your companys management is fully aware and dedicated for survival of the company and committed to take all efforts to resolve the investors grievances received during the year to the satisfaction of the investors within a reasonable time. M/s Alankit Assignments Limited, the R & T Agent of the company, continued to extend their positive contribution to resolve the Investors grievances efficiently and effectively, whenever they arose. By contribution from all concerned, the investor grievances have been resolved to the fullest satisfaction of investors. We sincerely place on record, the appreciation for our valued investors, who have contributed and reposed the confidence in the company at this difficult time. The management not only believes in legal compliance related to the investors, but also morally protects their interest, and treats them as part of Alps Group. In its endeavor to improve investor services, your Company has created an investor section, and designated exclusive E-Mail ID for the purpose of registering complaints by investors and necessary follow up action by the company / compliance officer in compliance with Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The e-mail ID is: investorsgreviences@alpsindustries.com.

HUMAN RESOURCES - CONSOLIDATION OF MANPOWER

With unparallel support of the management as well as employees, the Company sailed through the tough time and trying to stay it identity. In-line with the national policy of gender equality and policy to restrict the sexual harassment, there has not been any case of sexual harassment reported. The companys concerns for welfare of its workforce continued during the year and accordingly Group pension/Accident Insurance policy/ESI policies were continued further as in the past. As was anticipated business operations as well as manpower have been drastically curtailed. It will be ensured that there is no Industrial dispute due to such scenario. During the year, with consistent review and efforts for optimization of available manpower resources, no. of employees was 02 as compare to 03 last year, to achieve the cost reduction and optimum level matching with the present requirement of the company. In view of non-existence of any operating assets during the year, the Company has reduced its employees strength drastically.

The information in accordance with the provisions of Section 197 of the Companies Act, 2013 and rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read the Companies (Particulars of Employees) Rules, 1975, duly amended by the Companies (Particulars of Employees) Rules, 1999 and further amended vide G.S.R. No. 289(E) dated March, 31, 2011, is not applicable to the company as none of the employee is drawing remuneration more than the limits prescribed/specified under the said Rules during the financial year 2024-25.

RE-APPOINTMENT OF NON-INDEPENDENT DIRECTORS BY ROTATION AND AS WHOLE TIME DIRECTOR

In terms of the provisions of Section 152 of the Companies Act, 2013 and Companies (Appointment and Qualification of Directors) Rules, 2014 & Article No. 106, 107 & 108 of the Articles of Association of the Company, Mr. Sandeep Agarwal, Managing Director (DIN: 00139439) Non-Independent and Executive Promoter Director Designated as Managing Director, , recommended by the Nomination & Remuneration Committee and by the Board of Directors at their meeting held on August 14, 2025 for re-appointment, who retires by rotation and eligible for re appointment and offer himself for reappointment, at the ensuing Annual General Meeting. The disclosures as required under the provisions of Companies Act 2013 Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 related to Corporate Governance Published elsewhere in the Annual Report.

NUMBER OF BOARD MEETINGS

Minimum Four pre scheduled Board meetings are held every year. In case of any exigency/emergency, resolutions are passed by circulation. During the Financial Year 2024-25 the Board of Directors met four times on 09/05/2024, 14/08/2024, 14/11/2024 and 14/02/2025. The maximum gap between any two meetings was less than one hundred and twenty days, as stipulated under section 173 of Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards.

KEY MANAGERIAL PERSONNEL

During the period under review there are no changes in the Existing KMPs of the Company viz. Mr. Sandeep Agarwal, Managing Director, Mr. Jamil Ahemed Khan, CFO and Mr. Ajay Gupta Company Secretary & Asstt. Vice President -Legal. Hence they continued to be KMPs of the Company.

INTER CORPORATE LOANS, GUARANTEES AND INVESTMENTS

During the year under review company has not given any Inter Corporate Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

Due to net loss suffered by the company during the financial year 2023-24, in terms of the provisions under Section 135 of the Companies Act, 2013, the company was not required to make expenditure on the CSR activities in the financial year 2024-25. Your company has CSR Committee which had been constituted by the board of the company. The CSR Committee have framed a Corporate Social Responsibility Policy (CSR Policy) duly approved by the Board at their meeting held on 12.8.2016, indicating the activities to be undertaken by the Company to fulfill the expectation of our Stakeholders and to continuously improve our social, environmental and economical performance while ensuring sustainability and operational success of the Company. The Company would also undertake other need based initiatives in compliance with Schedule VII to the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules 20I4, if required.

Due to losses in previous financial year i.e. 2023-24, the requirements for annexing the Statement of Annual Report on CSR Activities in terms of the provisions of section 135 and Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable.

RELATED PARTY TRANSACTIONS

In terms of the Section 188 Companies Act 2013 and Companies (Meetings of Board and its Powers) Rules, 2014 and further in terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 related to the Corporate Governance, the Company has formulated a Policy on Materiality of Related Party Transactions and the same is duly reviewed and updated from time to time as required and latest on August 14, 2025 at the meeting of Board of Directors.

During the year under review the Company has entered into related party transactions which are at the market prevailing prices and on arms length basis and are in its ordinary course of business and in terms of IND AS 24. Hence there are no conflicts of interest and in compliance with the Policy on Materiality of Related Party Transactions. It is also hereby confirmed that the limit of Rs. 1.00 crore of per transaction as approved at the meeting of Board of directors held on May 09, 2024 has been adhered to during the year. Further in terms of the Section

188 of the Companies Act 2013 and Companies (Meetings of Board and its Powers) Rules, 2014, during the year under review, company has not entered into related party transactions which are not at the prevailing market prices and on arms length basis. Hence there are no conflicts of interest of the company. Hence the requirement to annex the Form AOC-2 in the report does not arise.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with the provisions of Section 134(5) of the Companies Act 2013, the Board confirms and submits the Directors Responsibility Statement:

• In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

• 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 profit and loss of the company for that period;

• 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;

• The directors had prepared the annual accounts on a going concern basis; and

• The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively which means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys 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;

• The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

In terms of the provisions of section 197 of Companies Act, 2013, read the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, none of the employee is drawing remuneration more than the limits prescribed/specified under the said rules during the financial year 2024-25. In terms of Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, the details of top ten employees drawing remuneration are enclosed as Annexure 1.

However Particulars of employees, under Section 197 of the Companies Act 2013 and applicable Rules made there under, having paid in excess of the remuneration to Whole Time Directors as on March 31, 2025 is not applicable as no remuneration has been paid to the any whole time directors of the company during the year.

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

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo has been given in the statement annexed as Annexure-II here to and forms part of this report.

STATUTORY AUDITORS

INTERNAL AUDITORS

DEPOSITS

INTEGRATED REPORT

CORPORATE GOVERNANCE DISCLOSURES

SECRETARIAL AUDIT REPORT

APPOINTMENT OF SECRETARIAL AUDITORS

ABSTRACT OF THE ANNUAL RETURN

STATUS OF HOLDINGS IN SUBSIDIARY COMPANIES

FINANCIAL STATEMENTS/ PERFORMANCE OF SUBSIDIARY COMPANIES

AUDITORS OBSERVATIONS

2016 and as amended on May 9, 2018 and Circular No. CIR/CFD/CMD/56/2016 dated May 27, 2016 issued by the Securities and Exchange Board of India (SEBI), the Statement on Impact of Audit Qualifications signed by Mr. Hemant Sharma, RP under IBC, Managing Director/ Chairman of the Audit Committee and Auditors have been submitted with stock exchanges and forming the part of Annual Report.

GENERAL DISCLOSURES

No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act 2013.

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

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future except the initiation of CIRP proceedings vide order dated 13.9.2024 issued by Honble NCLT, Allahabad on the initiation of application u/s 7 of the IBC by Secured Lender.

6. In terms of section 143 (12) of the Companies Act, 2013 it is hereby confirmed that there are no frauds reported by auditors other than those which are reportable to the Central Government.

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.

ACKNOWLEDGMENT

Your directors take this opportunity to thank the Honble NCLT, Banks, Resolution Professional, ARCs, Reserve Bank of India, Central and State Governments Authorities, Regulatory Authorities, Securities Exchange Board of India, Stock Exchanges, NSDL, CDSL, Stakeholders, Customers and Vendors for their continued support and co-operation, and also thank them for the trust reposed in the Management. The Directors place on record their appreciation for the efficient and loyal services rendered by the Staff also acknowledge the help, support and guidance from the various Statutory Bodies, Government and SemiGovernment Organizations and thank for investors for their continues support during the year.