Bhalchandram Clothing Ltd Directors Report

TO THE MEMBERS OF

BHALCHANDRAM CLOTHING LIMITED

Your Companys Directors the take pleasure in presenting the 19^th Directors Report along with Audited Financial Statements of your Company for the Financial Year ended March 31, 2024.

Financial Highlights

The financial performance of the Company, for the year ended March 31, 2024 is summarized below: (in Lakhs)

Particulars	March 31, 2024	March 31, 2023
Sales	-	-
Other Income	144.86	124.05
Total Income	144.86	124.05
Less: Operating and Admin. Expenses	19.27	35.86
Profit/Loss Before Tax	125.59	88.18
Depreciation	-	-
Tax	-	-
Current Tax	0.02	-
Tax adjustment of earlier years	-	-
Deferred Tax
Profit/(Loss) after Tax	125.58	88.18
Earnings per share (Rs.) : Basic	22.42	15.75
Diluted	22.42	15.75

State of Companys Affairs

I Segment-wise position of business and its operations	No, there is no Segment-wise position of business and its operations
Ii Change in status of the company	No
Iii Key business developments	-
Iv Change in the financial year	No, Company follows the same Financial Year
V Capital expenditure programs	-
Vi Details and status of acquisition, merger, expansion, modernization and diversification	Company has neither plan for Acquisition/Merger nor any of the activity done during the Financial Year 2023-24
Vii Any other material event having an impact on the affairs of the company	-

Results of Operations

During the year under review your Company has reported a total income of Rs. 144.86 lakhs as compared to previous years proceeds of Rs. 124.05. Management poses a sincere confidence to perform well in the coming years.

Dividend

Owing to inadequacy of profit, no Dividends are recommended for the year under review.

Transfer of amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Transfer to Reserves

Company has not transferred any amount to the Reserves during the Financial Year 2023-24.

Nature of Business and Changes therein:

The Company is engaged in the business of trading of Cotton textiles and to specialize in the export of quality Cotton Yarns and fabrics. The Company covers a wide variety of Cotton

Yarns including carded & combed ring spun yarns of coarse & fine counts, ply yarns, special yarns and grey fabrics. There is no business income during the Financial year 2023-24.

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

Management Discussion and Analysis Report

As per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Annual Report.

Subsidiary Companies, Joint Ventures and Associate Company

The Company does not have any subsidiary Company, Joint Venture or Associate Company and no such Company ceased to exist as per the provisions of Section 2(87) of the Companies Act, 2013 as on March 31, 2024.

Deposit

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. No amounts were outstanding which were classified as ‘Deposits under the applicable provisions of Companies Act, 2013 as on the date of Balance Sheet and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

Particulars of Contracts or Arrangements with Related Parties

The Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 specifies the requirement for approval of the Board and/or the

Members, as and when applicable in related party transactions in relation to contracts/arrangements.

During the year under review the Company has not entered into related party transactions as per the provisions of Section 188 of the Companies Act, 2013. Transactions with the related parties consist off only unsecured loans accepted which are outside the purview of section 188 of the Act hence disclosure in Form AOC-2 is not required.

Particulars of Loans, Guarantees and Investments

The Company has not provided any Loans, Guarantees during the year. The Company has Invested Rs. 238.07 Lakhs in Mutual Fund during the year.

Board of Directors and Key Managerial Personnel

As on the date of this report, the Companys Board consists of the following Directors: 1. Mr. Prakash R. Bang Independent Director 2. Mr. Mahesh M. Bhattad Independent Director 3. Ms. Meghna V. Panchal Independent Director 4. Mr. Ujwal R. Lahoti Managing Director 5. Mr. Umesh R. Lahoti Executive Director 6. Mr. Aadhitiya U. Lahoti Non - Executive Director

Appointments and Resignations.

There is no change in the Directors, Key Managerial Personnel during the Financial Year 2023-24.

By rotation and Re-appointments

Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at every Annual General Meeting, not less than two-third of the total number of directors of a public company (excluding the independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation, of which one-third are liable to retire by rotation. Accordingly, Mr. Aadhitiya Lahoti (DIN: 01501504), Director of the Company, retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment. A Profile of Mr. Aadhitiya Lahoti (DIN: 01501504), as required by Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is given in the Notice convening the forthcoming AGM.

Committees of Board

The Board has 3 Committees: Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. A detailed note on the functions of the Board and Committee are provided hereunder. The Composition of the Committees are as follows:

1. Audit Committee

The Company has constituted the Audit committee, as per the provisions of Section 177 of the Companies Act, 2013.

The Audit Committee comprises of the following members:

Name of the Director	Designation in the Committee
Mr. Prakash R Bang (Independent Director)	Chairman
Mr. Mahesh M Bhattad (Independent Director)	Member
Mr. Umesh R Lahoti (Executive Director)	Member

All the members are financially literate and have accounting / related financial management expertise.

The Audit Committee advises the Management on the areas where internal control system can be improved. The Company has appointed S R Marda & Co., Chartered Accountants as Internal Auditors to review and report on the internal control system. The report of the internal auditors is reviewed by the Audit Committee. The Internal Auditors submits their recommendations for the Audit Committee and provides their road map for future action.

The Role, function, responsibility and constitution of the Audit Committee is in accordance to the provisions of Section 177 of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee functions according to its Charter that defines its composition, authority, responsibilities and reporting functions. The terms of reference of the Audit Committee, inter alia, includes the following function:

? To investigate any activity within its terms of reference. ? To seek information from any employee ? To obtain outside legal or other professional advice

? To secure attendance of outsiders with relevant expertise if it considers necessary ? Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial information is correct, sufficient and credible. ? Recommending to the Board of Directors, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees. ? Approval of payment to statutory auditors for any other services rendered by the statutory auditors ? Reviewing, with the management, the annual financial statements before submission to the Board of Directors for approval, with particular reference to: a. Matters required to be included in the Directors Responsibility Statement to be included in the Directors report in terms of clause (2AA) of section 217 of the Companies Act, 1956. b. Changes, if any, in accounting policies and practices and reasons for the same. c. Major accounting entries involving estimates based on the exercise of judgment by management. d. Significant adjustments arising out of audit. e. Compliance with listing and other legal requirements relating to financial statements. f. Disclosure of any related party transactions. g. Qualifications in the draft audit report.

? Reviewing, with the management, the half-yearly financial statements before submission to the Board of Directors for approval. ? Reviewing, with the management, the statement of uses / application of funds raised through an issue. ? Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems. ? Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing, and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. ? Discussion with internal auditors any significant findings and follow up there on.

? Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board of Directors.

? Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. ? To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors. ? To review the functioning of the Whistle Blower mechanism, in case the same is existing. ? Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate. ? Carrying out any other function as mentioned in the terms of reference of the Audit Committee.

In addition to the above, carry out such other functions/powers as may be delegated by the Board of Directors to the Committee from time to time.

2. Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of the following members:

Name of the Director	Designation in the Committee
Mr. Mahesh M. Bhattad (Independent Director)	Chairman
Mr. Ujwal R. Lahoti (Managing Director)	Member
Mr. Umesh R. Lahoti (Executive Director)	Member

The terms of reference of Shareholders / Investors Grievance Committee complies with requirements of as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the provisions of Section 178 of the Companies Act, 2013. Mr. Mahesh R. Bhattad is the Chairman of Shareholders / Investors Grievance Committee.

The terms of reference of Stakeholders Relationship Committee inter alia includes the following:

? Redressal of Shareholders, debenture holders and other security holders investors complaints including complaints related to transfer of shares;

? Allotment of shares, approval of transfer or transmission of shares, debentures or any other securities; ? Issue of duplicate certificates and new certificates on split/consolidation/renewal; ? Non-receipt of declared dividends, balance sheets of the Company; and ? Carrying out any other function as prescribed in the Listing Regulations.

3. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of the following:

Name of the Director	Designation in the Committee
Ms. Meghna V Panchal (Independent Director)	Chairperson
Mr. Mahesh M Bhattad (Independent Director)	Member
Mr. Prakash R Bang (Independent Director)	Member

In compliance with Section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirement) Regulations the Board Constituted the Nomination and Remuneration Committee comprising of Three Non-Executive Independent Directors of the company with the following Roles and functions:

? To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions to determine their remuneration. ? To determine their remuneration based on the Companys size, financial position, trends and practices on remuneration prevailing in peer companies. ? To formulate criteria for evaluation and carry out evaluation of performance of directors, as well as Key Managerial, Independent Directors and Senior Management Personnel. ? To provide them reward linked directly to their effort, performance, dedication and achievement relating to Companys operations.

? To retain, motivate and promote talent and to ensure long term sustainability of talented managerial personnel and create competitive advantage.

? To ensure no violation by an employee of any applicable laws in India or overseas, including: i) The Securities Exchange Board of India (Insider Trading) Regulations, 1992; or ii) The Securities Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulation, 1995. ? To formulate detailed terms and conditions of employee stock option schemes including details pertaining to quantum of options to be granted, conditions for lapsing of vested options, exercise period, adjustments for corporate actions and procedure for cashless exercise and such other functions as are required to be performed by the Remuneration Committee under the Securities Exchange Board of India (Employee Stock Option

Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended ("ESOP Guidelines"), in particular those stated in Clause 5 of ESOP Guidelines; as and when required. ? To devise a policy on Board Diversity. ? To identifying persons who are qualified to become directors and may be appointed on senior management in accordance with the criteria laid down and recommend to the board their appointment and removal. ? To develop a succession plan for the Board and to regularly review the plan.

Declaration by Independent Directors

Mr. Prakash R. Bang, Ms. Meghna V. Panchal and Mr. Mahesh M. Bhattad are the Independent Directors on the Board of the Company. All Independent Directors have submitted the declaration of independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/ her duties with an objective independent judgment and without any external influence.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules,

2014, all the Independent Directors ("IDD") of the Company have registered themselves with the India Institute of Corporate Affairs (IICA), Manesar, to include their names in the databank of Independent Directors within the statutory timeline. They have also confirmed that they will appear for the online proficiency test within a period of one/two year, wherever applicable. Further, there has been no change in the circumstances affecting their status as IDDs of the Company.

Vigil Mechanism/Whistle Blower

The Vigil Mechanism as envisaged in the Companies Act 2013 and the Rules prescribed is implemented through the Whistle Blower Policy to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of Audit Committee. This vigil mechanism has been formulated with a view to provide a mechanism for Directors/ Employees of the Company to approach the Chief Ethics Officer of the Company or Chairman of the Audit Committee of the Company or Chairman of the Company or Corporate Governance Cell.

Company has made arrangements of vigil mechanism under which Company has formed some rules, regulation & Code of Conducts. All these mechanisms are for proper & fluent working of the business activities. Following are the Objectives of Vigil Mechanism:

? To encourage employees to bring ethical and legal violations they are aware of to an internal authority so that action can be taken immediately to resolve the problem.

? To minimize the organizations exposure to the damage that can occur when employees circumvent internal mechanisms. ? To let employees, know the organization is serious about adherence to codes of conduct.

To support this Vigil Mechanism of the Company in full measure, members are requested to send their opinion, Suggestions or complaints on following address:

Add.: 307, Arun Chambers, Tardeo Road, Mumbai - 400034 E-mail Id: investor@bhalchandram.com

Directors Responsibility Statement

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating management, your Directors make the following statement and confirm that-

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

(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 a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors 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;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Auditors and Auditors Report

M/s. L S M & Company, Chartered Accountants, (FRN: 116870W), Statutory Auditors of the Company, appointed for Five years in an Annual General Meeting held on September 29, 2022 till the Annual General Meeting to be held in the year 2027 have expressed their willingness to be continue to act as Statutory Auditor of the Company.

As required under the provisions of the Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. L S M & Company, Chartered Accountants, if made, would be in conformity with the limits specified in the Section. Your Directors propose and wish the ratification of their appointment for the benefit of the Company and request the Shareholders to approve the ratification of appointment of the Statutory Auditors and fix their remuneration.

In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Act, 2017, notified on May 7, 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement. Accordingly, the notice convening the ensuing AGM does not carry any resolution on Ratification of the appointment of the Statutory Auditors.

The notes on accounts referred to the Auditors Report are self explanatory and there has been no qualification/ remark made there under.

Being the Statutory Auditors for the Financial Year 2023-24, M/s L S M & Co, Chartered Accountants, have audited the Books of Accounts of the company. The observations made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence do not call for any further comments under Section 134, of the Companies Act, 2013.

Reporting of Frauds by Auditors

For the Financial year 2023-24, the Statutory Auditor has not reported any instances of frauds committed in the Company by its Officers or Employees.

Cost Records

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintenance is not applicable on the company.

Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Policy has a systematic mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or policy.

Credit Rating of Securities

Taking of Credit Rating from credit Rating Agency is not applicable on the Company.

Corporate Insolvency Resolution Process initiated under The Insolvency and Bankruptcy Code, 2016 (IBC)

No such process initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC)

Failure to Implement any Corporate Action

All the corporate action taken during financial year 2023-24 and reporting for the same with the concerned department has been completed within specified time limit.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Atul Kulkarni and Associates, a Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report forms part of this report as Annexure-1.

Equity Shares with Differential Rights.

The Company has not issued any equity shares with differential rights / sweat equity shares/ employee stock options or not made any provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2023-24.

The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2023-24.

Disclosure of Remuneration paid to Director and Key managerial personal

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure-2 to the Boards report.

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

Annual Return

The Annual Return in Form MGT-7 for the financial year ended, March 31, 2024, is available on the website of the Company at bhalchandram.com

Number of meetings of the Board and other Committees

1. Board of Directors Meetings.

During the Financial Year 2023-24, the Company held 4 board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The gap between two meetings held during the year 2023-24 does exceeds 120 days.

Date of Meeting	Board Strength	No. of Directors Present
1) 19/05/2023	6	6
2) 23/08/2023	6	6
3) 03/11/2023	6	6
4)13/02/2024	6	6

2. Meeting of Audit Committee.

Audit Committee Meetings were convened and held on, 19/05/2023, 23/08/2023, 10/11/2023, and 13/02/2024.

3. Meeting of Stakeholders Committee.

Stakeholder Relationship Committee Meetings were convened and held on 13/02/2024.

4. Meeting of Nomination & Remuneration Committee.

Nomination & Remuneration Committee Meetings was held on 23/08/2023.

5. Meeting of the Independent Directors.

Meeting of the Independent Directors held on 13/02/2024.

Annual Evaluation of the Board

For Board Evaluation: Manner of Evaluation

The Board evaluated its performance against the parameters laid down by the Nomination & Compensation Committee, the evaluation of individual Directors was carried out against the laid down parameters, anonymously in order to ensure objectivity. Reports on functioning of Committees were placed before the Board by the respective Committee Chairman after discussions with their Committee members.

The Independent Directors Committee of the Board also reviewed the performance of the Chairman, other non-Independent Directors and the Board, pursuant to Schedule IV to the Act and Regulation 25 of the Listing Regulations.

Remuneration policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Explanation or comments by the board on qualifications, reservations or adverse remarks or disclaimer made

Auditors report read with notes to Financial Statements are self-explanatory and do not call for any further comments.

Statutory disclosures

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, as amended up-to-date, are set out hereunder:

Energy Conservation Measures, Technology Absorption and R & D Efforts and Foreign Exchange Earnings and Outgo

Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy. The Company has installed energy conservative equipments like LED (Light Emitting Diode) lights instead of CFL (Compact Fluorescent Lamp).

The Company has maintained a technology friendly environment for its employees to work in. Your Company uses latest technology and equipments. However since the Company is not engaged in any manufacturing, the information in connection with technology absorption is NIL.

Foreign Exchange Earnings and Outgo

During the period under review the Company has not earned any Foreign Exchange when compared to previous year earning of Rs. 29.06 lacs.

Code of conduct:

Principles, Practices and Values

Your Company is committed to the principles of effective corporate governance. We believe that adherence to these principles is essential to maintaining shareholder trust and securing long-term growth. We are of the opinion that growth, governance, empowerment, transparency, compliance are all equally relevant and applicable to businesses - not just to Government.

Thus, the Corporate Governance practices of the Company provide transparency in disclosures of the Companys activities, business plans, operating results and future strategy.

Obligation of company under the sexual harassment of women at workplace (prevention, prohibition and redressal) Act, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

Internal Financial Control

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the 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 disclosures.

Risk Management

Risk management is the identification, assessment, and prioritization of risks followed by coordinated and economical application of resources to minimize, monitor, and control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. Risk managements objective is to assure uncertainty does not deflect the endeavor from the business goals. The Company is in the process of laying down procedures to inform the members of the Board about the risk assessment and minimization procedures.

Corporate Social Responsibility

The Corporate Social Responsibility criteria is not applicable to the Company.

Details of Significant and Material orders passed by the regulators or Courts or Tribunals impacting the going concern status and Companys operations in future

No significant and Material Orders passed by the Regulatory authority or Court of Tribunals impacting the going concern Status and Companys operation in future during the financial year ended March 31, 2024.

Business Responsibility Report

Business responsibly report is applicable to top five hundred listed companies based on market capitalization as on March 31, 2024 therefore business responsibility report is not applicable for this company.

Secretarial Standards

The Company has complied with all the Secretarial Standards.

The details of an application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the Financial Year

Company has not made any application during the year or no application has been filed against the company or there is no proceedings pending against or for the Company under the Insolvency and Bankruptcy Code 2016.

The details of the 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 along with the reasons thereof

There is no one time settlement made during the financial year.

Certificate from PCS under Schedule V (C) (10) (I) OF SEBI (LODR) Regulations, 2015

The Certificate from the practicing Company secretary as per Schedule V (C) (10) (i) of SEBI (LODR) Regulations, 2015 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 the Board/Ministry of Corporate Affairs or any such statutory authority is annexed to this Directors Report as Annexure-3.

Report on Corporate Governance

As per the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Corporate Governance requirements are not applicable to the Company whose shares are listed on SME Exchange or ITP Platform therefore report on Corporate Governance is not applicable to your Company as it is listed on ITP Emerge Platform.

Acknowledgement

Your Directors wish to express their grateful appreciation for co-operation and support received from customers, financial institutions, Banks, regulatory authorities, customers, vendors and members and the society at large.

Deep sense of appreciation is also recorded for the dedicated efforts and contribution of the employees at all levels, as without their focus, commitment and hard work, the Companys consistent growth would not have been possible, despite the challenging environment.

	For and on behalf of the	Board of Directors
	Sd/-	Sd/-
Place: Mumbai	Ujwal R. Lahoti	Umesh R. Lahoti
Date: August 20, 2024	Managing Director	Director
	DIN 00360785	DIN: 00361216