Futura Polyesters Ltd Directors Report

To

The Members,

Your Directors present their 63^rd Report together with the Audited Financial Statement (Discontinued Operations) of your Company for the period ended 31^st March 2024.

1. FINANCIAL RESULTS:

	2023-24	2022-23
Revenue from Discontinued Operations	12.90	9.42
Other Income	—	—
Total Income	12.90	9.42
Less: Total Expenses	578.89	565.58
Profit / (Loss) before tax - Discontinued Operations	(565.99)	(556.15)
Current Tax	—	—
Excess/(short) provision of tax for earlier year	—	—
Net Profit / (Loss) after Tax	(565.99)	(556.15)
Other comprehensive income	(138.23)	(126.82)
Total comprehensive income	(704.22)	(682.97)
Earnings Per Equity Share (EPS)
Basic EPS	(1.03)	(1.01)
Diluted EPS	(1.03)	(1.01)

2. DIVIDEND:

Your Directors do not recommend any dividend for the year under review due to the loss suffered by the Company.

3. RESERVES:

During FY 2023-24, due to loss no amount has been transferred to any reserves.

4. BUSINESS PERFORMANCE:

The revenue of the Company from discontinued operations during the financial year ended 31^st March, 2024 was Rs. 12.90 Lakhs as against Rs. 9.42 Lakhs in the previous financial year ended 31^st March, 2023.The Company faced severe financial crisis and suspended its operations with effect from 29^th December 2012. The Company was unable to discharge its debts, hence decided to disposed off its freehold land held at Chinnasekkadu Village, Manali, Thiruvottiyur Taluk, Chennai - 600 068. The Company has a land of 211.14 acres which it was unable to sell as a single lot hence, the partial land of Company on receipt of the Order from Chennai Municipal Development Authority (CMDA) converted into various plots. As on 31^st March, 2026, the Company has disposed off partial land of 170.18 acres, balance land 40.96 acres is available for disposal. The Company is in the process of transferring this land in due course.

In the previous financial years, the Company approached the concerned authorities for Corporate

Debt Restructuring ("CDR") for Restructuring of its debts. However the CDR was granted only to the Company sometime later. Though serious efforts were made to comply with the norms and conditions of the CDR, it could not be put into effect thereby losing valuable time and financial resources of the Company. This resulted in making the operations of the Company becoming permanently unviable. As the Company could not continue its operations, it started losing its personnel and employees. However, with temporary hired personnel, the Company has attempted to retrieve its books of accounts and other books and despite the adverse circumstances, the Company has completed its accounts for the year ended 31^st March, 2025.

Following the restoration of management control on 19th October 2023, the Company intensified its OTS negotiations with the consortium of secured lenders. In March 2025, all consortium lenders — Bank of India, Phoenix ARC Private Limited, Reliance Assets Reconstruction Company Limited, Union Bank of India, IDBI Bank Limited, Canara Bank, Axis Bank Limited and State Bank of India — formally accepted the Companys OTS offer of Rs. 243.45 Crores as against the total outstanding secured bank dues. Accordingly, on 23rd June 2025, the Company made full payment of OTS dues to all Consortium secured lenders. The Company has subsequently obtained No Dues Certificates from all Consortium lenders, confirming that the secured loan obligations of the Company stand fully and finally discharged. Further, on 18th

February 2026, the Companys banking account was converted to a regular current account upon lifting of the debit freeze that had been in operation during the OTS process, under which sale proceeds were being credited and debited only towards OTS payments and essential expenses for effecting land sales with bank permission. The lifting of this restriction has restored full operational access to the Companys bank account, enabling the Company to now discharge its pending statutory, regulatory and legal compliance obligations. As on date of signing the Directors Reports, the Company has obtained No Dues Certificates (NDCs) from all the consortium secured lenders (Bank of India, Phoenix ARC Pvt. Ltd., Reliance ARC Ltd., Union Bank of India, IDBI Bank Ltd., Canara Bank, Axis Bank Ltd., and State Bank of India). This confirms that the OTS of Rs.243.45 Crores paid on 23rd June 2025 has been accepted and acknowledged by all lenders in full and final settlement. The secured loan obligations of the Company are now extinguished.

5. SHARE CAPITAL:

During FY 2023-24, the Company has Authorized Share Capital of Rs. 80,00,00,000 Equity Share Capital divided into 8,00,00,000 Equity Share of Rs. 10/- each and Paid Share Capital of Rs. 5,48,716,790/- divided into 5,48,71,679 Equity Shares of Rs. 10/- each and 9% Cumulative Redeemable 19,89,000/- Preference shares of Rs. 100/- each aggregating to Rs. 19,89,00,000/-. The equity shares of the Company have been suspended from trading on BSE Limited since 21st March 2013 on account of non-compliance of Listing Agreement conditions. The annual listing fees for Financial years 2021-22, 2022-23, 2023-24, 202425 and 2025-2026 remain unpaid. Following the full discharge of all secured bank dues and the regularization of the Companys banking facilities on 18th February 2026, the Company is now in a position to address its pending compliance obligations, including payment of outstanding listing fees and regularization of BSE filings. The revocation of trading suspension will be pursued in accordance with applicable BSE and SEBI regulations upon fulfillment of all prescribed conditions. No assurance can be given regarding the specific timeline for revocation of the trading suspension.

6. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE OF THE COMPANY:

The Company does not have any Subsidiary, Associate and Joint Venture at present.

7. FIXED PUBLIC DEPOSITS AND LOANS:

As on 31^st March, 2024, the Company had fixed deposits from public / its shareholders. The total number of depositors who have not claimed their deposits on maturity and the amount that remained unclaimed as on 31^st March, 2024. The Company has not accepted any fresh deposits nor renewed any deposits during the period under review.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the operations of the Company forms part of this Annual Report.

9. INSURANCE

The Companys plant and machineries, stores, inventories have been disposed of and since the Company does not carry on any operations, no insurance have been provided.

10. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Since the Company does not carry on any operation, the relevant disclosure is not applicable to the Company.

11. CORPORATE GOVERNANCE:

As required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015, Corporate Governance of the Company annexed to this report.

12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

Your Company does not fall under top 1000 Companies as per Market Capitalization, hence no annexure for Business Responsibility and Sustainability Report enclosed.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Provisions of section 135 of the Companies Act, 2013, is not applicable to the Company, hence no annexure for CSR is enclosed with this report.

14. DIRECTORS:

For more than 2 quarters during the year under review the control of management was in the hands of official liquidator followed by previous years, as Bombay High Court refused to grant extension and directed the Directors to handover possession of the office premises and records of Futura Polyesters Limited to the Official Liquidator. On 19^th October, 2023, the Official Liquidator as per High Court Order, handed over the physical possession of the Company to the current management, from here onwards, the Company was back to its original management and started complying with all the norms regarding various departments involved in the due Company process.

The details of familiarization programme for Independent Directors during the financial year 2023-2024, have not been disclosed on website of the Company, since no programmes were conducted during the year.

15. KEY MANAGERIAL PERSONNEL (KMP):

As on 31^st March, 2024, details of Key Managerial Personnel under the Companies Act, 2013, are given below:

Name of the Person	Designation
1 Mukund Dharamdas Dalal	Managing Director
2 Shyam Bhupatirai Ghia	Managing Director
3 Gautam Jagjivan Purohit	Additional Director

Note: Mr. Manesh Dinesh Shah, was appointed as a Chief Financial Officer of the Company (CFO) as on 03^rd June, 2024 and Mr. Rajesh Kailashchandra Kedia, was appointment as Company Secretary (CS) on 01^st October, 2024.

16. MEETINGS OF THE BOARD:

During the financial year 2023-24, the management got the physical possession of the Company on 19^th October, 2023, and the current management started complying with the compliances of the various departments which were required on priority. The Directors of the Company were not in the position to call and hold the physical meetings due to no proper composition of Directors on the Board as per Companies Act, 2013 and SEBI (LODR), Regulations, 2015. Hence, no information regarding the meetings of the Board is included in this part or in the report on Corporate Governance, which forms part of the annual report.

17. INDEPENDENT DIRECTORS:

A separate meeting of the Independent Directors ("Annual ID Meeting") was not convened, since no proper Independent Directors on the Board was appointed.

18. EVALUATION:

The annual evaluation process of the Board of Directors, individual Directors and Committees was not been conducted, since there was no proper Board Composition and Committees as per the provisions of the Act and the SEBI Listing Regulations.

19. INTERNAL FINANCIAL CONTROLS:

Despite various challenges the Company has tried to place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale complexity of its operations and financial situation of the Company.

20. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

No Companys policy on Directors appointment and remuneration and other matters was updated as Section 178(3) of the Act due to no operation of the Companys management and hence no disclosure of Policies Salient Features are given in this report as well as the Report on Corporate Governance, which is a part of this Report.

21. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of section 134(3) (c) and 134(5) of the Companies Act, 2013 ("the Act"), your Directors hereby state as under:

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; and

e) the Directors, in the case of a listed company, has to laid down internal financial controls to be followed by the company and that such internal financial controls shall be adequate and were operating effectively, but since there is no operation in the Company no such internal financial controls system is being followed by the Company.

f) the Directors had tried their best to devised proper systems to ensure compliance with the provisions of all applicable laws despite facing challenges as explained in this report, however due to various restrictions we were not able to follow proper systems for operating effectively.

22. AUDIT COMMITTEE:

During the year under review the Company was not having proper Composition of Board as required by the Companies Act, 2013 and SEBI (LODR), Regulations, 2015, hence Audit Committee ceased to exist.

23. VIGIL MECHANISM:

There was no Vigil mechanism in place since there was no Audit Committee consider the control was with the Liquidator.

24. RISK MANAGEMENT:

The Companys risk management is continuous process and periodically evaluate various risk encountered by the business and seeks to upgrade the risk management process.

According to SEBI (LODR) Regulations, 2015, Listed entities ranked from 1001 to 2000 in the list prepared by recognized stock exchanges in terms of sub-regulation (2) of regulation 3 may constitute a risk management committee with the composition, roles and responsibilities specified in regulation 21. During the year your Company doesnt fall the list ranked from 1001 to 2000, hence not applicable to your Company.

25. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION AND REDERESSAL) ACT 2013:

During the year under review there were no employees in the Company.

26. SECRETARIAL STANDARDS:

Your Company has tried its best to comply with the Acts, Rules, Standards and Regulations but due to many restrictions the management was not able to comply with all provisions.

27. STATUTORY AUDITORS:

M/s. V. S. Somani & Co., Chartered Accountants had been appointed as statutory Auditors for conducting the Statutory Audit for the Financial Statements upto 31^st March 2025.

Explanation on comments in the Auditors Report:

Auditors Comments	Directors Explanation
1. Finance cost: We draw attention to Note no. 19 of the Ind AS Financial Statements of the Company that, it has not provided finance cost related with interest expenses which exceeds 14.25% p.a till 31st March, 2024. Also, the Company has not provided for penal interest if any levied by bank. As the account of the Company has been reclassified as non-performance assets (NPA) by all lenders on financial facilities availed from them. Due to that, Loss for the year ended March 31st 2024 has been Understated. Amount is not determinable.	The Company was unable to discharge its debts, hence decided to disposed off its freehold land held at Chinnasekkadu Village, Manali, Thiruvottiyur Taluk, Chennai - 600 068. The Company has a land of 211.14 acres which it was unable to sell as a single lot hence, Company on receipt of the Order from Chennai Municipal Development Authority (CMDA) converted into various plots. As on 31st March, 2023, the Company has disposed off 92.23 acres land, balance land 118.91 acres are available for disposal. The Company is in the process of transferring this land in due course. In the previous financial years, the Company approached the concerned authorities for Corporate Debt Restructuring ("CDR") for Restructuring of its debts. However the CDR was granted only to the Company sometime later. Though serious efforts were made to comply with the norms and conditions of the CDR, it could not be put into effect thereby losing valuable time and financial resources of the Company. This resulted in making the operations of the Company becoming permanently unviable. As the Company could not continue its operations, it started losing its personnel and employees. However, with temporary hired personnel, the Company has attempted to retrieve its books of accounts and other books and despite the adverse circumstances, the Company has completed its accounts for the year ended 31st March, 2024.
2. Material uncertainty related to going concern: Material uncertainty related to going concern due to delay in meeting its debt obligation, overdue liabilities, complete erosion of Companys net worth, suffering from recurring losses from discontinued operations. These factors indicate the existence of material uncertainty that may cast significant doubt on the Companys ability to continue as a going concern. However, the Ind AS Financial Statements are prepared on going concern assumptions.
3. Other Current Assets: It mainly includes advances to vendors, balances with Government authorities and other recoverable. In the absence of confirmation from such parties, we are unable to comment on it, including its recoverable values.
4. Cash and cash equivalents: To confirm the balances held as on March 31st, 2024, from the records of the banks we have sent an e-mail from our e-mail id to them but except Bank of India, IDBI Bank Limited, none of them has sent the confirmation/ statement of balances, held as on that date. Hence, we have relied on the statement produced before us by the Company for the reconciliation with the books of account of the Company.
5. Borrowings: To confirm the balances held as on March 31st, 2024, from the records of the banks and other lenders, we have sent an e-mail from our e-mail id, to them, but except Bank of India, IDBI Bank Limited, none of them has sent the confirmation/ statement of balances, held as on that date. Hence, we have to rely on the statement produced before us by the Company for the reconciliation with the books of account of the Company.
6. Contingent Liabilities : We draw attention to Note No. 20 of the Ind AS Financial statements of the Company, where sufficient and appropriate audit evidence for examining and verifying the contingent liabilities has been obtained only in respect of for the Income tax, Commercial Taxes Department and Irrigation Department- Government of Maharashtra. For other matters, in the absence of the details and documents, the impact of the same on the Ind AS Financial statements has not been ascertainable.
7. In compliance with second provision of section 149(1) of the Companies Act, 2013 The Company has not appointed any women director during the year.
8. From 12th November 2020 to 26thDecember, 2023 the minutes of the meeting of Board of Directors are not in the possession of the Company and are in the custody of Ministry of Corporate Affairs (MCA). Hence we could not examine it.
9. The Company has not maintained any statutory register under section 74, 85, 88 and 189 of the Companies Act, 2013. Hence we are unable to examine
10. The Company has not obtained necessary documents from vendors to verify their MSME registration status under the MSMED Act, 2006. As a result, we could not verify related disclosures, including interest liability on delayed payments to MSME vendors. Hence, we are unable to examine it.

28. COST AUDIT:

The provisions of section 148 of the Companies Act, 2013, are not applicable to the Company.

29. NOMINATION AND REMUNERATION COMMITTEE:

During the year under review, the Company was not having proper Composition of Board as required by the Companies Act, 2013 and SEBI (LODR), Regulations, 2015, hence Nomination and Remuneration Committee ceased to exist.

30. STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year under review, the Company was not having proper Composition of Board as required by the Companies Act, 2013 and SEBI (LODR), Regulations, 2015, hence Stakeholders Relationship Committee ceased to exist.

31. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

The High Court has passed the Order dated 4^thFebruary 2021 in the matter of Futura Polyesters Ltd v/s Daewoo International Corporation (KOREA) And now Korea Trade Insurance Corporation upon the Official Liquidator & prayer to the Honble High Court to allow the Official Liquidator to file a criminal Complaint with the CBI to investigate the Directors & Management of Futura Polyesters Ltd in the alleged misappropriation of Funds through the sale of Plots.

The Company has provided all the necessary details/ information to the concern authority. CBI has filed two closure reports dated 28-02-2022 and 28-08-2024.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, Guarantees or Investments covered under section 186 of the Companies Act, 2013, ("the Act") form parts of the notes to the financial statements provided in this Annual Report.

33. RELATED PARTY TRANSACTIONS:

Related Party transactions are as per Financial Statement of the Company.

34. LISTING WITH STOCK EXCHANGES:

The Company has yet to pay the annual listing fees for the financial year 2023-24 to the BSE Limited where the shares of the Company are listed. BSE Limited has suspended the trading of the equity shares of the Company.

35. INDUSTRIAL RELATIONS:

The Company is in the process of arriving at a settlement with the labour union of its workmen at Chennai. The

Directors wish to place on record their appreciation for the co-operation extended by the ex - workmen of the Company.

36. COMPLIANCE CERTIFICATE:

A certificate from the auditors of the Company regarding compliance of conditions of corporate governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 is attached to this report.

37. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

No Disclosures with respect to the remuneration of

Directors, KMPs and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 were annexure since no employees were employed during the financial year under review.

38. SECRETARIAL AUDIT:

Secretarial Audit Report as provided by M/s. Ferrao MSR & Associates, Practicing Company Secretary, is annexed to this Report.

The Secretarial Audit Report contain qualifications, reservations or adverse remark as explained below:

Secretarial Auditors Comments	Directors Explanation
1 Substantial forms as per Companies Act, 2013 to be filed with the Ministry of Corporate Affairs (MCA) was not filed;	The business affairs of the Company was drastically affected due to the winding up petition filed by Daewoo International Corporation ("Daewoo") and Korea Trade Insurance Corporation ("KTIC") in the year 2013, against Futura Polyesters Limited. The management lost the control of the activities and systems of the Company due to the winding up petition got notified by the Court and the official liquidator took symbolic possession of the office premises of the Company from 20th October, 2020. The Company filed the Interim Application (L) No. 5697 of 2020 seeking an order from the Honble High Court inter alia extending the timelines laid down in the Consent Terms dated 1st April, 2019 to make payment of the dues of Daewoo/KTIC and in interim, a stay on any further action being taken by the Official Liquidator. But Bombay High Court refused to grant extension and directed the ex - Directors to handover possession of the office premises and records of Futura Polyesters Limited to the Official Liquidator and the Ex-directors handed over the physical possession of the office premises and documents including minutes books, etc. to the Official Liquidator appointed by the High Court.
2 The Company has maintained registers/ records and updated entries therein except part of registers are required to be updated according to the transactions in the Company
3 Secretarial Standard on Meetings was not compiled;
4 The requirement of minimum number of Board Meetings and the time gap between two meetings as per Section 173 of the Companies Act, 2013 and Regulation 17(2) of the listing Regulation, 2015, not complied;
5 The Company has not convened Annual General Meeting of its Members for the financial year ended 31st March, 2023, under section 96 of the Companies Act, 2013 within the prescribed time period which resulted in delay in connected compliances under provisions of chapter IX of the Companies Act 2013 pertaining to accounts of companies;
6 The Company has failed to transfer Rs. 19.01 Lacs to the Investor Education and Protection Fund under section 125 of the Companies Act, 2013. The Company has defaulted in repayment of dues of the financial institution/ bank to the tune of RS. 93.65 Cr.
7 The Company failed to comply with provisions of section 92 of the Companies Act, 2013 and connected rules framed thereunder pertaining to the preparation and filing of the Annual Return for the financial year 2022-23 within the prescribed period.
8 The Company has not obtained necessary documents from vendors to verify their MSME registration status under the MSMED Act, 2006. As a result, we could not verify related disclosures, including interest liability on delayed payments to MSME vendors. Hence, we are unable to examine it.
9 The directors of the company are disqualified pursuant to subsection (2) of section 164 of the Companies Act, 2013
10 The notice, agenda, notes to agenda for committees meetings were not produce for the Audit;
11 The Company has failed to appoint an Internal Auditor under section 138 of the Companies Act, 2013, and connected rules framed thereunder;
12 The Company has not formed the Nomination and Remuneration Committee and Stakeholders Relationship Committee.
13 The Company has not formed the Audit Committee.
14 Non submission of Compliance Certificate under regulation 7(3) of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 certifying maintaining physical & electronic transfer facility to BSE Listing Centre.
15 Non submission of quarterly statement of investor complaints as required under regulation 13 sub-regulation (3) of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015;
16 The Company has not complied with Regulation 18(2)(a) of The Listing Regulations, 2015 with respect to minimum number of Audit Committee Meetings and the time gap among the meetings during the period under review.
17 The Company has not complied with:
a. The optimum combination of executive and non-executive director pursuant to regulation 17(1) (a) of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015;
b. Appointment of a woman director as required by section 149(1) of the Companies Act, 2013 and regulation 17(1) (a) of Securities Exchange Board of lndia (Listing and Disclosure Requirements) Regulations, 2015;
c. Constitution of Board with a minimum requirement independent directors in accordance with provisions of section 149 (4) of the Companies Act, 2013 regulation 17(1) (b) of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015;
d. The Company has not submitted quarterly compliance report on corporate governance as required under the Regulation 27(2) of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.
e. The company has not complied with Regulation 33 of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015, pertaining to preparation and, submission of financial results either quarterly or annually w.r.t approval and timely filing and subsequent publication of the same in accordance with Regulation 47 of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.
f. The Company has not submitted the half-yearly certificate from Practicing Company Secretary under regulation 40 sub-regulation (9) and (10) of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.
g. There is a delay in filing the shareholding patterns, as per the requirements of Regulation 31 of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.
h. The Company has not complied with various provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 with respect to the formulation of procedures, code of conducts as the company has no employees and the trading of the Companys security is suspended on exchange.
i. The payment of Annual Listing Fees for the financial year 2023-24 to BSE is pending. The trading in the securities of the Company has been suspended from BSE Limited w.e.f. 21" March 2013 on account of non-compliance of clauses of Listing Agreement and suspension still continues.
j. Placing periodic compliance reports, certificates and information before the board of director and sub-regulation (7) and (8) of regulation 17 of Securites Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.
k. Appointment of Chief Financial Officer and Company secretary as prescribed under the section 203 of the Companies Act, 2013 and appointment of company secretary as officer pursuant to regulation 6(1) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and connected compliances therein.
l. Formulation of plans for an orderly succession for to the Board of Director and senior management pursuant o regulation 17(5) of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015,
m. Formulation of policy on the preservation of documents as per regulation 9 of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.
n. Establishment of Vigil Mechanism for directors in accordance with section 177(9) of the Companies Act, 2013 and regulation 22 of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 there being no employees except directors of the Company.
o. Formulation of risk management policy under listing agreement and Constitution of Risk Management Committee for implementation of risk management plan and procedure in accordance with regulation 21 of ‘Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 as the company has stopped its business operations indefinitely.
p. The formulation of policy on materiality of related party and related party transactions entered by the Company during the financial year is not approved by the Audit Committee of the Company as per section 177 of the Companies Ac , 2013 and regulation 23 of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.
q. Substantial intimation of corporate actions and disclosure of event or information to BSE was delayed or was not done under various regulations of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.
r. Website-related disclosures under various clauses of Companies Act, 2013 and norms of the website of the Company under Regulation 46(2) of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 was not done, though the company has maintained its website.

39. EXTRACT OF ANNUAL RETURN:

The Annual Return in Form MGT-7 for the financial year ended 31^st March, 2024 shall be available on the website of the Company at https://futurapolyesters.in/.

40. DIVIDEND DISTRIBUTION POLICY:

Provisions of 43A of SEBI (LODR), Regulations, 2015, are not applicable to the Company; hence no policy is attached with this report.

41. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

An amount of Rs. 19.01 Lakhs which was required to be transferred to the Investor Education and Protection Fund has not been transferred. We have already explained this matter in this Directors Report at point number 27.

42. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force).

43. MATERIAL CHANGES WHICH OCCURRED BETWEEN THE END OF THE FINANCIAL

YEAR ENDED 2024 AND THE DATE OF THIS REPORT:

Pursuant to Order dated 22nd June 2018, the High Court of Judicature at Bombay had passed an Order to wind up the Company on the ground that the Company is unable to discharge its debts. Consequently:

1. The Official Liquidator took over possession of the books of account and all other statutory records of the Company on 20th October, 2020.

2. Pursuant to Order dated 16th March 2022 (pronounced on 12th September 2022) by the High Court of Judicature at Bombay, the Company petition for winding up was transferred to the National Company Law Tribunal (NCLT).

3. Pursuant to the Order dated 1st August 2023, the NCLT Mumbai Bench disposed of the matter under Section 9 of the Insolvency and Bankruptcy Code, 2016 by withdrawing the Corporate Insolvency Resolution Process (CIRP) Order passed against the Company.

4. Pursuant to the order dated 13th October 2023, of the High Court of Judicature at Bombay and based on the Official Liquidators Report No.142 of 2023, the winding-up petition was disposed off. The Company received back peaceful possession of its registered office and all the assets and records from the Official Liquidator on 19th October, 2023.

5. In March 2025, Bank of India, Phoenix ARC Private Limited, Reliance Assets Reconstruction Company Limited, Union Bank of India, IDBI Bank Limited, Canara Bank, Axis Bank Limited and State Bank of India accepted the Companys One-Time Settlement (OTS) offer for Rs.243.45 Crores as against outstanding secured bank dues. Accordingly, on 23rd June 2025, the Company paid the full OTS dues to all Consortium secured lenders.

6. The Company has obtained No Dues Certificates from all the Consortium lenders confirming that the OTS has been accepted in full and final settlement and the secured loan obligations of the Company stand fully discharged.

7. On 18th February 2026, the Companys banking account was converted to a regular current account upon lifting of the debit freeze, which had been in operation during the OTS process.

The Companys banking facilities are now fully operational, enabling the Company to discharge its pending statutory and legal obligations.

44. ACKNOWLEDGEMENTS:

The Board of Directors wishes to place on record its gratitude for the continued support of government and regulatory authorities, banks, its members, etc. towards the Company.

For Futura Polyesters Limited

Shyam B. Ghia

Chairman & Managing Director

DIN:0005264

Registered Office:

212, 2nd floor, Panchratna Building, Opera House,

Charni Road (East), Mumbai - 400004.

Place: Mumbai

Dated: 6th April, 2026