Equilateral Enterprises Ltd Directors Report

Dear Members,

Your Board of Directors are pleased to present the Companies 38 th Annual Report and the Companys Audited Financial Statements or the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS- AT A GLANCE

Overall Performance of your Company:

The Financial Year 2024-25 had been fortunate for the Company as your Company has shown an exceptional performance during the year under review.

The Net Profit of your Company has increased to Rs.18.22 Lakhs in the Financial Year 2024-25 as compared to a net profit of Rs. 2.32 Lakhs in the Financial Year 2023-24.

The financial summary, performance highlights operations/state of affair of your Company for the years are summarized below:

(In Lakhs)

PARTICULARS	Standalone
	For the Financial year ended March 31, 2025	For the Financial yearended March 31, 2024
Income from Business Operations	1512.74	1143.30
Other Income	127.27	122.93
Total Income	1640.01	1266.23
Less: Expenditure except Depreciation	1621.89	1263.91
Profit/Loss before Depreciation and Tax	18.34	2.32
Less: Depreciation	0.11	-
Profit/Loss before Tax	18.23	2.32
Less: Tax Expense	-	-
Add: Deferred Tax Asset	0.01	-
Add: MAT Credit Entitlement	-	-
Less: Prior Period Taxes	-	-
Net Profit/Loss after tax	18.22	2.32
Add: Other Comprehensive Income	-	-
Net Profit/Loss for the period	18.22	2.32
Earnings per share:
Basic	0.15	0.02
Diluted	0.15	0.02

1. RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS UNDER SECTION 134f3)fi) OF THE COMPANIES ACT, 2013

During the year under review, the revenue from operations was Rs 1512.74 Lakhs on standalone basis as compared to Rs. 1143.30 lakhs of last financial year on standalone basis. However, due to increase in costs, Earning before Tax (EBT) for the period stood at Rs. 18.23 Lakhs as compared to Rs. 2.32 Lakhs of last fiscal. Earning after Tax (PAT) also increase to Rs. 18.23 Lakhs per share as compared to Rs. 2.32 Lakhs of last fiscal and Earning per Share (EPS) also increase to Rs. 0.15 per share as compared to Rs. 0.02 per share of last financial year.

2. DIVIDEND UNDER SECTION 134f3)fk) OF THE COMPANIES ACT, 2013

Your company has reported losses for the year under review; hence the Board of Directors of the Company have not recommended any Dividend on Equity Shares for the year under review.

3. INDIAN ACCOUNTING STANDARDS

As per the requirements of notification dated 16 th February, 2015 issued by the Ministry of Corporate Affairs (MCA), Standalone Financial Statements of the Company for the Financial Year 2024-25 have been prepared as per Indian Accounting Standard (IND-AS) specified under Section 133 of the Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015, and other relevant provisions of the Act.

4. TRANSFER TO RESERVE UNDER SECTION 134mm OF THE COMPANIES ACT, 2013

The Board proposes no amount to transfer to the reserves and no amount is proposed to be retained in surplus.

5. SHARE CAPITAL

There was no change under the Share Capital as the Company has not issued any shares including Equity Shares, Shares with Differential Voting Rights, Stock Options, Sweat Equity, etc. The Company has not bought back any equity shares during the year 202425.

As on 31 st March, 2025, paid-up share capital of the Company stood at Rs. 12,33,17,000/- consisting of 1,23,31,700 Equity Shares of Rs. 10/- each.

6. FINANCE

Cash and cash equivalent as at March 31, 2025 was Rs. 28.05/- Lacs. against Rs. 9.08/- Lacs last year.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the provisions of Section 125 of the Companies Act, 2013 do not apply on the Company.

8. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits in terms of Section 73 of the Companies Act, 2013. There were no unclaimed deposits at the end of the Financial Year i.e. 31 st March 202 5.

9. SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES

During the financial year ended 2024-25 the Company has no Subsidiary Companys within the meaning of Section 2(87) of the Companies Act, 2013 (Act) and there are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (Act). Pursuant to the provisions of Section 129(3) ofthe Act, a statement containing the salient feature of financial statements of the Companys subsidiary required to be mentioned in Form AOC-1 is not applicable.

10. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section of this Annual Report.

11. CHANGE IN DIRECTORS) /KEY MANAGERIAL PERSONNELS) DURING THE YEAR

During the Financial year ended 2024-2025 under review, there is change in Director and KMP of the Company.

1. During the year under review, on recommendation of Nomination and Remuneration Committee, the Board of Directors appointed Mr. Kartik Sharadkumar Mehta DIN: 10690916) as an Additional Director (Category: Non- Executive Non-Independent Director) w.e.f. 10.07.2024 and regularized as Non- Executive Non-Independent Director in previous Annual General Meeting held on 30th September, 2024.

2. Ms. Khyati Mishra was appointed as Company Secretary & Compliance officer w.e.f. 10.07.2024, later resigned w.e.f. 30th September, 2024.

The Board of Directors in their meeting, approved and appointed Ms. Alpi Jain as Company Secretary & Compliance Officer ofthe company w.e.f. 04 th January, 2025.

3. During the year under review, the Board on recommendation of Nomination and Remuneration Committee accepted and appointed Ms. Payal Mukeshbhai Jani as the CFO of the Company w.e.f. 26 th August, 2024.

4. Ms. Honey Agarwal (DIN: 10401335) appointed as Additional (Category: Non-Executive Independent Director) w.e.f. 02.09.2024 and regularized as Non- Executive Independent Director in previous Annual General Meeting held on 30th September, 2024.

Mr. Tanay Ojha (DIN:07187696) appointed as Additional (Category: Non-Executive Independent Director) w.e.f. 02.09.2024 and regularized as Non- Executive Independent Director in previous Annual General Meeting held on 30th September, 2024.

Mrs. Bhavi Jitendra Sanghavi (DIN: 02680612) resigned from the post of Independent Director w.e.f. 02.09.2024

During the year under review, no other changes took place in the composition of the Board of Directors of the Company. The composition of the Board of Directors of the Company is in compliance with the applicable norms.

RETIREMENT BY ROTATION

Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are not liable to retire by rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors of the public company should be liable to retire by rotation and out of such directors, 1/3rd should retire by rotation at every Annual General Meeting of the company.

During the year under review, No Directors are liable to retire by rotation.

12. SECRETARIAL STANDARDS

The Board of Directors of the company states that, during the year under review the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Board Meetings and General Meetings respectively have been duly followed by the Company.

13. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF COMPANIES ACT, 2013

All Independent Directors have given declarations under section 149(6) that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Rules made thereunder to be read with SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

14. ANNUAL RETURN UNDER SECTION 134f31fa! OF THE COMPANIES ACT.2013

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year ended on 31st March 2025 in Form MGT-7 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is put on the Companys website and can be accessed at

15. NUMBER OF MEETINGS OF THE BOARD& COMMITTEES Meetings of Board of Directors

During the financial year ended on March 31, 2025, 12 (twelve) Board Meetings were duly held. The maximum interval between any two meetings didnt exceed 120 days, as prescribed in the Companies Act, 2013.Further, details of the meetings of the Board and its Committees are given in the Corporate Governance Report, which forms part of the Annual Report. Further, during the year, a separate meeting of the Independent Directors of the Company was held on 20 th March, 2025 to discuss and review the performance of all other non- independent Directors, Chairperson of the Company and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of the Companies Act, 2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Audit Committee of the Company comprises of Mr. Tanay Ojha (Chairperson), Mr. Pratikkumar Sharadkumar Mehta and Mr. Anant Chourasia as Members. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

The Composition of Audit Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report. Nomination & Remuneration Committee

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 19 of the SEBI (Listing Obligation &Disclosure Requirement) Regulation, 2015. The Nomination and Remuneration Committee ofthe Company comprises of Mr. Tanay Ojha, (Chairperson), Mr. Anant Chourasia and Ms. Honey Agrawal as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee ofthe Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Stakeholders Relationship Committee of the Company comprises of Mr. Tanay Ojha, (Chairperson), Mr. Pratikkumar Sharadkumar Mehta and Mr. Anant Chourasia as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report. VIGIL MECHANISM

The Vigil Mechanism is part of Audit Committee of the Company, which is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 18 &22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

16. BOARD ANNUAL EVALUATION UNDER SECTION 134f3)fp) OF THE COMPANIES ACT, 2013

The provisions of section 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made by Board of its own performance and that of its Committee and individual Directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated.

The Board carried out a formal annual performance evaluation as per the criteria/ framework laid down by the Nomination & Remuneration Committee of the company and adopted by the Board. The evaluation was carried out through a structured evaluation process to judge the performance of individual Directors including the Chairperson of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement & contribution, independence of judgment, decision making ability for safeguarding the interest ofthe Company, stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entire Board except the participation of concerned Independent Director whose evaluation was to be done. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation process and approved the evaluation results thereof.

17. STATUTORY AUDITOR& SECRETARIAL AUDITOR WITH THEIR QUALIFICATION. RESERVATION ORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS

A. STATUTORY AUDITORS

M/s. SSRV& Associates, Chartered Accountants (Firm Registration No. 135901W) were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years at the 34 th Annual General Meeting held on September 29, 2021 till the conclusion of 39th Annual General Meeting ofthe Company. They have confirmed their eligibility and qualifications required under the Act for holding office as Statutory Auditors of the Company. Thus, M/s. SSRV& Associates, Chartered Accountants shall continue to act as Statutory Auditor of the Company for the financial year 2025-26.

Qualifications and Directors comments on the report of Statutory Auditor:

The Notes on Accounts and observations of the Auditors in their Report on the Accounts of the Company are self-explanatory and in the opinion of the Directors, do not call for any further clarification(s). Also, the report submitted by the Auditor is unqualified.

B. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 179 and 2 04 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s Abhilasha Chaudhary and Associates, Practicing Company Secretaries as Secretarial Auditor of the Company to conduct the secretarial audit of the Company for the Financial Year 2024-2025.

Secretarial Audit Report

The Secretarial Audit Report for the FY 2024-25 as submitted by Secretarial Auditor in Form MR-3 is annexed as Annexure - I and forms part of this Report.

Directors comments on the report of Secretarial Auditor under section 134f31ffifi0 of the Companies Act, 2013

a) Observation: The securities of the Company were suspended due to Surveillance measures as per the (Bombay Stock Exchange) BSE Ltd. Order Number L/DOSS/KM/INV/COM/531262/1 dated August 25, 2015, suspension of trading in the Securities of the Company w.e.f. August 28, 2015.

Directors Comment:

The management is of the view that the surveillance measures referenced in the suspension order are not applicable in this case. The Company had issued 78,65,000 equity shares on a preferential basis at a price of Rs. 12.50 per share on October 20, 2015. These shares were subject to a lock-in period as per applicable regulations at the time of issuance.

Given that the allotted shares were locked in and not freely tradable during the relevant period, management believes that there was no scope for any irregular trading activity or price manipulation linked to these shares. Accordingly, the basis for the stated allegations in the suspension order does not appear to be valid or factually accurate in this context.

The Management informed that, during the year 2024-25 the company has filed Revocation of Suspension for Trading and Complied with all the Quarterly / Half yearly/ Annually filing and paid the re-instatement / Revocation penalty fees to the BSE.

The BSE Ltd vide their Notice No. 20250311-2 dated 11th March, 2025 has revoked Suspension of trading in the securities of Equilateral Enterprises Limited (formerly Surya Industrial Corporation Ltd.)

b) Observation: following are the other: -

i. Closure of trading Window is not uploaded by the Company for the quarter of June, 2024, and September, 2024.

ii. The Company had delayed the filing of the Investor Grievance Report for the quarter ended June 2024. The report was filed 8 days delay after the prescribed due date

iii. The Company had delayed the filing of the Corporate Governance Report for the quarter ended June 2024. The report was filed 31 days delay after the prescribed due date.

iv. The Company have delayed filed Shareholding Pattern of the quarter ended June, 2024. The report was filed 36 days delay after the prescribed due date.

v. The Company had filed 96 days delayed the Financial Results for the year ended 30th June, 2024.

vi. The Company have not placed advertisement of the Financial Results in the Newspapers

vii. The Company have delayed filed Regulation 74(5) of SEBI (PIT) Regulation, 2018 of the quarter ended June, 2024. The report was filed 8 days delay after the prescribed due date.

viii. The Company have delayed filed Reconciliation of Share Capital for the quarter ended June 2024, The report was filed 11 days delay after the prescribed due date

ix. The company have delayed filed by name change application for BSE.

x. The company received the approval from BSE for revocation of suspension of trading in securities on 17/03/2025

xi The Company has not maintained the necessary records of sharing UPSI details in SDD software and made entries in the Structured Digital Database Software, and the company is non-complied with the 3(5) & 3(6) of Securities and Exchange Board of India (Prohibition of insider Trading) Regulations, 2015.

Directors Comment:

The management is of the view that the securities of the Company were suspended of the Companys securities on BSE Ltd. since 2015, however the company was making compliance up to the best level, somewhere in some cases the company could not comply the regulations of SEBI LODR, during the year company complied with all pending compliances and completed the process of revocation of suspension on BSE LTD., the company has made the payment of reinstatement fee for revocation of Trading suspension Fees amount has been paid, and the securities of the company started trading on the BSE Ltd. after completion of all pending compliances and payment of all due SOP fines and listing Fees.

C. COST AUDITOR

Your directors hereby inform you that the Company does not fall under the criteria as specified under Section 148 (1) of Companies Act, 2013 read with Companies (Cost Record and Audit) Rules, 2018 for maintenance of cost accounts. Therefore, the Company is not required to maintain the cost records in respect of its products/service. Therefore, no requirement of Appointment of Cost Auditor arises.

18. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section143 (12) of Companies Act, 2013 and Rules framed thereunder.

19. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loan(s) or guarantee(s) and has not made any investment(s) covered under the provision of the Section 186 of the Companies Act, 2013 during the year under review.

20. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

During the financial year 2024-25, Your Company has not made any contracts or arrangements with related Parties which could be considered material in accordance with the Companys Policy on Materiality of Related Party Transactions. All the transactions made on arms length basis are being reported in Form No.AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure II and forms part of this Report.

21. MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT, IF ANY UNDER SECTION 134(3) fl) OF THE COMPANIES ACT, 2013

There is no material changes and commitments affecting the financial position of the Company which have been occurred between the end of the financial year of the Company to which this financial statement relates and on the date of this report.

22. CHANGE IN NATURE OF BUSINESS

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

23. EMPLOYEE STOCK OPTION SCHEME

During the year under review, the Company has not allotted any Equity Shares to any employees of the Company under ESOP.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

To the best of the Managements knowledge, there has been no material order passed by any regulator or Court or Tribunal impacting the Going Concern status of the Companys operations.

25. DETAILS OF 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

During the Financial Year 2024-25, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.

As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

26. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, there were no loans taken from Bank & Financial Institution. Hence this clause is not applicable on the Company.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO UNDER SECTION 134f3)fm) OF THE COMPANIES ACT, 2013

The requisite information about conservation of energy, technology absorption and foreign exchange earnings and outgo, in terms of the Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 is given below:

Sl. No. Conservation of energy	Remarks
1. the steps taken or impact on conservation of energy	NIL
2. the steps taken by the company for utilizing alternate sources of energy	NIL
3. the capital investment on energy conservation equipment	NIL

Sl. No.	Technology absorption	Remarks
1.	the efforts made towards technology absorption	NIL
2.	the benefits derived like product improvement, cost reduction, product development or import substitution	NIL
3.	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	NIL
4.	the details of technology imported	NIL
5.	the year of import	NIL
6.	whether the technology been fully absorbed	NIL
7.	if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	NIL
8.	the expenditure incurred on Research and Development	NIL
Sl. No.	Foreign exchange earnings and Outgo	Remarks
1.	The Foreign Exchange earned in terms of actual inflows during the year	NIL
2.	The Foreign Exchange outgo during the year in terms of actual outflows	NIL

Further, there were no foreign exchange earnings and outgo during the year under review.

28. RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable to the Company. However, as per section 134 (3) (n) of Companies Act 2013, the company regularly maintains a proper check in the normal course of its business regarding risk management. Currently, the company does not identify any element of risk which may threaten the existence of the company.

29. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES UNDER SECTION 134f3)fo) OF THE COMPANIES ACT, 2013

The company does not fall under the criteria of net worth, turnover or profit for applicability of Corporate Social Responsibility (CSR) provisions as per Section 135 of the Companies Act, 2013, hence the same are not applicable to the company for the period under review.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism Policy of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a Policy on Vigil Mechanism and whistle blower policy. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Compliance Officer or to the Chairperson of the Audit Committee. The Audit Committee also reviews complaints/issues (if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly basis. The whistle blower policy is uploaded on the website of the Company and can be accessed at

During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.

31. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment ofWomen at Workplace (Prevention, Prohibition &Redressal) Act, 2013 and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) at its workplaces. During the year, no complaints were filed with the Company.

Number of complaints received	umber of complaints disposed of	Number of complaints pending more than ninety days	Number of workshops or awareness programme against sexual harassment
0	0	0	0

32. CORPORATE GOVERNANCE REPORT

As per Reg. 34 of SEBI (LODR) Regulation, 2015 to be read with Part A of Schedule V ofthe said regulations, a separate section on corporate governance practices followed by the company, together with the certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report.

33. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and comprehensive Internal Financial Control system commensurate with the size, scale and complexity of its operation. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.

The Company has performed an evaluation and made an assessment of the adequacy and the effectiveness of the Companys Internal Financial Control System. The Statutory Auditors of the Company have also reviewed the Internal Financial Control system implemented by the Company on the financial reporting and in their opinion, the Company has, in all material respects, adequate Internal Financial Control system over Financial Reporting and such Controls over Financial Reporting were operating effectively as on 31 st March, 2025 based on the internal control over financial reporting criteria established by the Company.

The policies and procedures adopted by the Company ensures the orderly and efficient conduct of its business and adherence to the companys policies, prevention and detection of frauds and errors, accuracy & completeness of the records and the timely preparation of reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organizations risk management with regard to the internal control framework.

Audit committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet the Companys Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.

34. ADOPTION OF INDIAN ACCOUNTING STANDARD (IND AS)

The Ministry of Corporate Affairs vide notification dated 16 February 2015 made it mandatory in a phased manner for adoption and applicability of Indian Accounting Standards (Ind AS) for companies other than Banking, Insurance and Non-Banking Finance Companies. Rule 4 of the Companies (Indian Accounting Standards) Rules 2015 specifies the classes of companies which shall comply with the Ind AS in preparation of the financial statements. In accordance with clause (iii) of sub rule (1) of the Rule 4 of the companies (Indian Accounting Standards) Rules 2015, the compliance of Indian Accounting Standards was applicable and mandatory to the company for the accounting period beginning from 1 April 2017.

The financial statements for the year under review have been prepared in accordance with the Ind AS including the comparative information for the year ended 31 March 2025 as well as the financial statements on the date of transition i.e. 1 April 2016

35. PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered by executives, staff and other workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the Employees and the Management continued to remain cordial.

36. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Particulars of remuneration of Employees during the year 2023-24 pursuant to the provisions of Section 197, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed as an Annexure-III and forms part of this Report.

Disclosure as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; Nil

(i) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; Nil

(ii) the percentage increase in the median remuneration of employees in the financial year; Nil

(iii) the number of permanent employees on the rolls of company; 5

(iv) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; Nil

Disclosure as per Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Disclosure of Top Ten Employees in terms of remuneration drawn and the name of every employee is given in Annexure-III and forms part of this Report.

The remuneration paid to all Key Managerial Personnel was in accordance with the remuneration policy as adopted by the company.

37. REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board on the recommendation of Nomination &Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and fixation of their remuneration thereof. The Policy contains, inter-alia, directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director, etc.

38. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of SEBI (LODR)Regulations, 2015, the Board has framed a policy to familiarize the Independent Directors of the Company.

39. ANNUAL LISTING FEES/CHARGES

The equity shares of the Company are presently listed at BSE Limited. Annual Listing Fees for the Financial 2025-26 has been paid by the Company.

40. CODE OF CONDUCT AS PER SEBI fLODR) REGULATIONS. 2015

The Board of Directors has framed a Code of Conduct for all Board Members and Senior Management Personnel as per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.

41. CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS. 2015

The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015&Code of Conduct to Regulate, Monitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI (Prevention of Insider Trading) Regulations, 2015.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the Code of Conduct.

42. DISCLOSURE OF STATEMENT OF DEVIATIONS) OR VARIATIONS) UNDER REGULATION 32 OFSEBIfLISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS). REGULATIONS. 2015

With reference to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosure of Statement of Deviation(s) or Variation(s) as per the said regulation is not applicable to the Company.

43. DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 134f3)fc) OF THE COMPANIES ACT.2013

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors hereby state as follows:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have 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 & estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year and of the profit & loss of the Company for that period;

(c) The Directors had taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets ofthe company and for preventing & detecting fraud & 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 such controls are adequate and are operating effectively;

(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.

44. PERSONNEL & INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with the employees during the year under review and the management appreciates the employees of all cadres for their dedicated services to the Company and expects continued support, higher level of productivity for achieving the targets set for the future.

45. DISCLOSURE OF CREDIT RATING

Disclosure of Credit Rating is not applicable on the company during the year under review.

46. GENERAL

The Board of Directors states that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

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

II. Issue of shares (including sweat equity shares and Employees Stock Options Schemes) to employees of the Company under any scheme.

III. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

IV. Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

V. Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

47. MATERNITY BENEFIT COMPLIANCE.

The Company hereby confirms that it has duly complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder, including the provision of maternity leave and benefits to eligible women employees, as applicable during the financial year 2024-25.

48. ACKNOWLEDGEMENT AND APPRECIATIONS

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the various stake holders including Financial Institutions, Banks, Governmental authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company, who have contributed significantly towards Companys performance and for enhancing its inherent strength.

Your Directors also acknowledge with gratitude the encouragement and support extended by our valued stakeholders.

For and on behalf of the Board
For Equilateral Enterprises Limited Sd/-	Sd/-
Kartik Sharadkumar Mehta	Pratikkumar Sharadkumar
Non-Executive	Mehta
Non-Independent Director	Managing Director
DIN: 10690916	DIN: 06902637
Place : Surat
Date: 04.09.2025