Emkay Taps & Cutting Tools Ltd Directors Report

Dear Shareholders,

The Board of Directors is pleased to present the 30th Annual Report for the financial year 2024-25. together with the Standalone Audited

Financial Statements for the year ended on March 31,2025. Financial Highlights:		Amount in LAKHS (INR)
Particulars	F.Y. 2025	Standalone F.Y. 2024
Total Revenue from Operations	4186.50*	10345.13
Other income	3566.15	4481.47
Total Expenditure (excl. depreciation, interest and tax)	4608.38	553455
Profit before depreciation, interest and tax	3144.27	9291.65
Less: Interest	7.22	22.51
Less: Depreciation and amortization expense	24.48	261.25
Profit before lax	3112.57	9007.89
Less: Met tax expense	430.99	1818.02
Profit for the year	2681.58	7189 87
Add: Surplus carry forward from the last year Balance sheet	28027.05	20837.18
Less: Transfer due to scheme of arrangement	3427.07	0
Balance carried over to Balance Sheet	27281.56	28027.05
Earnings Per share ()	25.13	67.38

•The total revenue from operation for the F.Y. 2024-25 is 4186.50 Lakhs marking decrease of Rs.6158.63 Lakhs to lastyears operational revenue generation of * 10345.13 Lakhs. The revenue decreased because the entire business of manufacturing tools i.e., Demerged Undertaking, as defined in the Scheme, of the Company was demerged, transferred and vested into Emkay Tools Limited ("Resulting Company") as per order of the Honbie Mumbai Bench of the National Company Law Tribunal (NCLT).

Wind Power

The company has two wind farm projects one at Shivapura Kavalu Village, BelurTaluka, Hassan Districtin Karnataka and the other at Kita & Ugawa, District Jalsalmer In Rajasthan, both are developed and maintained by Suzlon Global Services Limited and Wind World India Limited respectively. The combine contribution of the two wind farm projects to the Net revenues in the F.Y. 2024-25 was Rs. 126.43 Lakhs from the power sale during the year under review.

Share Capital

The paid-up equity share capital 3s on 31st March 2025 was 10571300 equity shares of 10/- each (Rupee Ten only) amounting to total of 10,67,13,000. The Company has not issued any shares with differential voting rights or granted stock options or sweat equity or through any other permissible mode during the FY 2024-25.

Dividend

Your Board of Directors did not recommend dividend for the year under review.

TrarisfertoP.escrve

Revenue of cutting tools business transfer to resulting company due to scheme of arrangement.

Material changes / developments during the year:During the year under review the Honble Mumbai Bench of the National Company Law Tribunal (NCLT) granted its approval to the Scheme of Arrangement vide Order No. C.P.(CAA) 122(MB) 2024 dated October 23. 2024 Tne entire business of manufacturing tools i.e., Demerged Undertaking, as defined in the Scheme, of the Company was demerged, transferred and vested Into Emkay Tools Limited ("Resulting Company") on going concern basis in accordance with the Composite Scheme. By virtue of Composite Scheme of Arrangement the Emkay Tools Limited were ceased to be a Wholly Owned Subsidiary of the Company with effect from 1st April 2024..

The relevant documents for obtaining in-principal approval for listing of its resulting Company i.e Emkay Tools Limited has been submitted to the National Stock Exchange of India.

Material Changes/ Events after tha date of balance sheer date

During the year under review, there is no material Changes / Events after the date of balance sheet date

Chong? In t he nature of business

During the year under review, there Is a change In the nature of business of the company. Company has added following new line of business l.e To carry on In India or elsewhere the business of generation, distribution, production, buying, selling, transmission, or otherwise to deal in electric power generated by conventional or non-conventional energy sources including wind thermal, hydro, atomic & nuclear, solar, bio-mass, natural gas, diesel, coal or other fuels or any source of energy as may be developed or invented hereafter and to use the power for captive consumption as well as for sales and distribution for industrial, commercial, domestic or for any other purpose and to acquire any licenses, concessions, facilities from Electricity Boards, Central, State and/or Union Governments, Semi Governments, or other authorities for generation, distribution & transmission and trading of power and for this purpose to own, lease acquire, construct, lay down and established powersubstation, workshop, transmission lines, and to operate the power plant on built. own, operate, transfer, lease, or otherwise to turn to account the same..

To enlarge, promote, and invest in the business activities of renewable Energy.

To carry on the business. In India or elsewhere, to Import, export, trade and deal In all kinds of Gold, Silver, Bullion. Platinum, Diamond, Stones and all other precious metals or any commodities or any combination thereof in all its form, description and specification In physical form or In Demat or online trading through exchange or any other mode of operation and to acquire and trade and deal In Gold Bonds and Silver 8onds and other Bonds of similar nature.

To carry on the business in India or elsewhere to buy. sell, exchange and to deal in Foreign Currencies including on line trading in foreign currencies of any nature and description.

To carry on the business, In India or elsewhere, to Import, export, trade and deal in all types of commodity products Including Industrial, commercial, agriculture or household products of any description and specification In physical, virtual or online Trading.. To carry on the business, in India or elsewhore, to develop, purchase, sell, give on lease or otherwise to enter into the business in real estate, land, rood, properties, builder, civil construction, whether residential, commercial, industrial, agricultural, whether rural or urban and to set up Industrial park, logistic park, warehouse and other infrastructure project and to enter into joint venture and collaboration to carry on this object.

Deposits

During the year under review, the Company did not accept any deposits from the public within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of ioans. guarantees or investments under section 186 of the Companies Act, 2013

The Company has made compliance with the provisions of Section

186 of the Companies Act, 2013 during the financial year under review. Please refer to Note 13, to the financial statement for F.Y. 2024-25.

Subsidiary, Associate and Jo-nt Venture

During the year under review, due to the scheme of arrangement between the Company and its wholly-owned subsidiary, Emkay Tools Lid. Emkay Tools Limited ceased to be a subsidiary from 01/04/2024. Also note that the Company does not have any Associate or Joint Venture Company.

Corporate Governance

The Company has taken all necessary steps to Implement the provisions of the regulations and detailed Corporate Governance Report for the F.Y. 2024-25 forms integral part of this Annual Report Management Discussion and Analysis MDA)

Management Discussion and Analysis, for the year under review, as stipulated under Regulation 34 (2) (e) of SEBI ILODR), 2025, Is presented In a separate section forming Integral part of this Annual Report.

Related party transactions

All contracts/ arrangements/transactionsemered by the Company during the financial year with related parties v;ere in the ordinary course of business and on arms length basis. There were no materially significant transactions With related parties during the financial year which were in the conflict of interest of the Company. An "Annexure A- Form AOC-2on Related Party disclosures for the year under review, forms part ofthis Annual Report.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Companys website and can be accessed at w.ww.ettt!,.cem Board Meeting;

During the year under review Ten(10) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013

The details of Meetings of the Board and Its Committees are given Inthe Corporate Governance Report.

Committees

Pursuant to the provisions of the Act and Rules made there under and SE8I (LODR) regulation. 2015. the board has constituted various committees. Composition and other details on the committee are given In the Corporate Governance Report

Directors and key Management Personnel I. Retirement by Rotation

In accordance with the provisions of section 152[6] of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mrs Alka Kanoria (DIN: 00041346) was retired by rotation at the Annual General Meeting (AGM) on 04th September 2024

II Profile of the Directors seeking Appointment / Reappointment Mr. Ajayprakash Kanoria, Managing Director and CEO retired by rotation and seeking appointment / reappointment at the en$ulng30th Annual General meeting..

III Re-appointment of Managing Director and Whole time Director

In accordance with the provisions of section 196[2] of the Companies Act. 2013 Mr Ajayprakash Kanoria and Mrs. Alka Kanoria have been reappointed as Managing Director and Whole Time Director respectively, effective from 1st April. 2024 for 5 years (till March, 312029.

V. Key Managerial Personnel

Pursuant to Section 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following are the Key Managerial Personnel 3nd during the year there was no change in KMPs of the Company;

Mr Ajayprakash Kanoria-Chairman. Managing Director & CEO

Mrs. Alka Kanoria-Whole Time Director

Mr. Vishnu Sontakke- Chief Financial Officer (CFO)

Mr. Adilya Vinod Kokil - Company Secretary and Compliance Officer

V. 3oard Evaluation

Pursuant to the provisions of the Act and Rules made thereunder and as provided under Schedule IV of the Act and Regulation 17(10) of SEBKLODRJ, 2015, annual performance evaluation of the Directors individually as well as its committees has been carried out by the Board.

The Policy for Evaluation of Performance of the Board of Directors was formulated by Nomination and Remuneration

Committee of the Board of Directors and same has been approved and adopted by the Board of Directors in their Meeting held on 08th February 2025.

The criteria For evaluation have been provided In the Corporate Governance Report. Which forms integral part of this Report. Also, the Policy for Evaluation of Performance of the Board of Directors Is available on the website of the Company, for reference visit www.ctctl.com

VI. Declaration by Independent Directors

The Independent Directors have submitted their declarations of independence, as required pursuant to the provisions of section 149(7) of tho Act, stating that they meet the criteria of independence as provided In section 149(6].

VII. Familiarization Program for Independent Directors

With the commencement of SE8I (LODR) Regulation, 2015 w.e.f. December 2, 2015 the listed entity is required to conduct the program for the new joining director of the company to get him/her familiarized with the company. No new Director Joined the Board of the Company during the year under review; hence no such program has been conducted during the FY 2024-25.

VIII. Policies

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies.

We seek to promote and follow the highest level of ethical standards in all our business transactions. All our corporate governance policies are availableon our website (http://etctl com). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement. Key policies that have been adopted by the Company are available on www.etctl.com

Key policies that have been adopted by the Company are available on www.etctl.com

POLICY NAME	BRIEF DESCRIPTION
InsiderTradmg Policy	The Company has adopted the Code of Conduct to regulate, monitor and report trading ny insiders and Code of fair disclosure of unpublished price sensitive information for the Directors, KMP and other designated officers and connected persons of the Company.
Code of Conduct	The Company has formulated and adopted Code of Conduci for theSenior Management and officers of the Company
Policyon Vigil Mechanism (Whistleblower Policy)	The Company hasadopled the Vigil Mechanism fordlrertorsand employees to report concerns about unethical behavior, actual or susoected fraud, or violation of the Companys code of conductand ethics.
CSR Policy	The company believes in the Phlosophy of moving together and growing together. The Directors have adopted polio/ on CSR to spend as required under the Companies Act. 2013 for activities those are benefiting to the Society as a Whole.
Nomination & Remuneration Policy	As required under the provisions of the Companies Act, 2013 Board of Directors has adopted policy for appointing . ci the Director and for determination of remuneration payable to them.
Policyfor Determination of Materiality of Event or Information	This policy which has been formulated by the Board of Directors deals with the determination Qf material./ of the Event/information and its dissemination to the Stakeholders at large

Com.liTrued from last page....

Directors* Responsibility Statement

In terms of section 134(3] (c) of the Act. your Directors state that: i. in the preparation of the annual financial statements for the year ended on March 31. 2025, applicable accounting standards read with requirements set out under schedule IH of the Art. have been followed along with proper explanation relating to material departures. If any,

II. such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state ol affairs of the company as at March 31,2025 and of the profit of the company for the year ended on that date, lii. proper 3no sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other Irregularities,

iv. the annual financial statements are prepared on a going concern basis,

v. proper Internal financial controls are In place and that the financial controls are adequate and are operating effectively and

vi. the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

Statutory Audit

P.S. THAKARF & Co (Firm registration No.: 128S72W), Chartered Accountants, were appointed as the Auditor of the Company, for a term of 5 (five) consecutive years, at the Annual Genera! Meeting held on September 3 8,2023. The Auditor have confirmed that they arc not disqualified from continuing as t he Auditor of the Company. M/s P.S. THAKARF 8 Co., Chartered Accountants, has submitted Auditors Report with unmodified opinion and unmodified figures for the F.Y. March 31. 2025 in compliance of Reg. 33 (1) (d) of SEBI (I.ODR) Regulations, 2015. The Board has duly reviewed the Auditors Report and the Observations and comments, appearing in the Auditors Report are self-explanatory and do not call for any

further explanation/ clarification by the Board of Directors.

Secretarial Audit

Pursuant to the provisions of section 204(1] of the Act read with rule 9 of the Companies {Appointment & Remuneration of Managerial Personnel) Rules, 2014, company is required to annex the Secretarial Audit report with its Board Report. Accordingly, the appointment of M/s P. Surbhi & Associates. Nagpur has been made by the Board in their meeting held on August 10, 2024 to conduct Secretarial Audit and report thereon for F.Y. 2024-25.

Accordingly, the Secretarial Audit Report given by M/s P Surbhi & Associates, Nagpur for the F.Y 2024-25 is annexed herewith as "Annexure B*. The Board has duly reviewed the Secretarial Auditors Report and the observations and comments, appearing in the report are self- explanatory and do not call for any further explanation/ clarification by the Board of Directors as provided under Section 134 of the Companies Act, 2013.

In accordance with the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 and Regulation 24A of the Listing Regulations, the Board has recommended to the Members of the Company the appointment of P. Surbhi & Associates, Practicing Company Secretaries (COP No. 27412 ), as the Secretarial Auditor of the Company for a term of 5 (five) consecutive financial years, commencing from the financial year 2025-26 to the financial year 2029-30 to conduct Secretarial Audit of the Company. They have confirmed their eligibility 3nd qualification required under the Art and the Listing Regulations for holding the office, as the Secretarial Auditor of the Company.

Details of Fraud Report by Audltcn

As per auditors report, no fraud u/s 143(12) of the Companies Act, 2013 was reported by the auditor

Maintenance of Cost Records

In compliance with rule (8) sub-rule (5) clause (lx) of Companies (Accounts) amendment Rules, 2018, the Board of Directors of the company confirms the maintenance of cost records as specified by the Central Government undersub-section (1) of section 148ofthe Companies Act. 2013 is required by the Company and accordingly

POLICY NAME	BRIEF DESCRIPTION
larchival Policy	This policy Is for retent ion and preservation of documents and records of the Company.
Prevention of Sexual Harassment at workplace policy	This policy has been formulated to define the guidelines and the process to be followed in order to provide protection against sexual harassment of women at workplace and forthe prevention and redressal of complaints of sexual Iwrassment in addition to the matters connected therewith or Incidental thereto
Policy for Evaluation of Performance of the Board of Directors	The company h3s formulated this policy for annuai performance evaluation of the Directors individually as well as rts committees and has been carried out by the Board In compliance of SEBI (LODR) Regulat ions, 2015
Related Party Policy	This policy has been formulated by the Board of Directors and its deals on related party transactions

such accounts and records arc made and maintained bv the Company.

Internal Auditor

Pursuant to section 138(1} of Companies Act, 2013 and Rule 13 of Companies (Accounts) Rules, 2014 the Company has appointed Mr.Prakash Tiwarl as an Internal Auditor w.e.f 15 October 2024 due to resignation of Mr. Sumit Galdhane, Internal auditor since his services have now been transferred to the resulting Company Emkay Tools Limrted post demerger.

Business Risk Management

The Company has in place a comprehensive Risk Management framev/orK to Identify, monitor, review various risk elements. On a periodic basis all necessary steps towards mitigation of various risk elements which can impact the existence of the Company are taken by the Management of the Company. All the identified risks are managed through continuous review of business parameters by the Management and the Board of Directors are also informed of the risks and concerns.

Discussion on risks and concerns Is covered separately under section the Management Discussion and Analysis Report, which forms Integral part of this Annua! Report.

Vigil Mechanism

The Board of Directors has formulated a Vigil Mechanism/Whistle Blower Policy which provides a robust framework for dealing with genuine concerns and grievances.

Infernal Coni rol Systems

The Internal Financial Control systems of the Company are adequate with reference to the Financial Statement, size and operations of the Company Internal Auditor of the Company observes the effective functioning of internal financial controls. The scope and functions of Internal Auditor is defined and reviewed by the Audit Committee.

During the year under review, the Internal Financial Control were tested and no reportable material weakness in the design or operation were observed.

InsidcrTradingCode

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading} Regulations, 2015 ("the PIT Regulations") and amendments thereto on prevention of Insider trading, the Company has a comprehensive Code of Conduct for Regulating, monitoring and reporting of trading by Insiders along with policy on legitimate purpose. The Company also has a Code of Practices and Procedures of fair disclosures of unpublished price sensitive Information and these code(s) are in line with the PIT regulations.

Corporate Social Responsibility

The Annual Report on the C5R activities of the Company, pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules. 2014, is annexed to this report in "Annexure C"

Business responsibility and sustainability repon

The Company believes that it can only be successful In the long

term by creating value both for its shareholders and for society. The

Company is mindful of the needs of the communities and works to

make a positive difference and create maximum value for the

society.

5EBI, vide Its circular dated May 10, 2021, made 8RSR mandatory for the top 1,000 listed companies (by market capitalization) from FY 2022-2023 in respect of reporting on ES6 (Environment, Social and Governance) parameters. Since, the Company does not fall under these critena the Business Responsibility & Sustainability Report for FY 2024-2025 is not applicable to the Company.

Particulars of Employees

TThe information required under section 197 of the Act read with Rule 5(1] of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure D" that forms part of the Boards Report

Conse-vntion of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134[3][m] of the Act read with the Companies (Accounts) Rules, 2014, are provided in the Annexure- "E" that forms part of this Report.

Obligation of Company under the 5eX.:ei r-jrassment. of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rule (8) sub-rule (5) clause (x) of Companies (accounts) amendment Rules 2018. the Company Is required to formulate a Policy to prevent Sexual Harassment of Women at Workplace and Internal complaint Committee.

The Company has in place an Internal Complaints Committee (ICC) in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year 2024-25
Numberof Complaints Received	0
Number of Complaints disposed off	Not Applicable
Number of cases pending for more than 90 days	Not Applicable

The Company Is committed to providing a safe and respectful work environment for 3ll its employees, and necessary awareness programs are conducted from time to time

Maternity Benefit provided by the Company under Maternity Benefit Act 1961

During the year company did not J 0 or more employees, hence me Maternity Benefit Act 1961 is not applicate to the company.

Petarfi of difference between valuation amount on one time settlement anti valuation while availing loan from banks and Financial institutions

During the Financial year under review, there were no one time settlement of Loans taken from Banks and Financial Institutions.

Significant and Mu renal Orders

Following significant material orders was passed during the year The Honble Mumbai Bench of the National Company Law Tribunal (NCLT) granted its approval to the Scheme of Arrangement vide

Order No. C.P.(CAA) 122(MB) 2024 dated October 28, 2024. The entire business of manufacturing tools i.e.. Demerged Undertaking, as defined in the Scheme, of the Company was demerged, transferred and vested into Emkay Tools Limited (“Resulting Company") on going concern basis in accordance with the Composite Scheme which would not Impact the going concern status of the Company and its future operation.

Details of Frauds Reported by Auditors

There are no fraudsagainstthe Company reported by the Auditors forthe period under report.

Acknowledgement

The Directors express their gratitude and warm appreciation for the sincere co-operation to the Dealers, Suppliers, Shareholders, NSE. Bankers, workers and Employees and various government authorities for their support and look forward to their continued support in the future.

Nagpur, Saturday August 23,2025

Forand on behalf of the Board of Directors EMKAYTAPSAND CUTTING TOOLS LIMITED

?& Ajavprnkash Kanoris Chairman, Managing Directors CFO