Garment Mantra Lifestyle Ltd Directors Report

To

The Members,

Your directors have pleasure in presenting the 14 th Annual Report of your Company together with the audited Standalone and Consolidated Financial Statement for the Financial Year ended 31 st March, 2025

1. FINANCIAL RESULTS:

(Amount in Lakhs)

	Standalone		Consolidated
Particulars	Current Year	Previous Year	Current Year	Previous Year
	2024-25	2023-24	2024-25	2023-24
Income from Operations	8138.27	10,484.94	13241.06	16,413.01
Gross Receipts (including other Income)	8163.71	10,499.70	13284.08	16,428.45
Total Expenditure before Interest and Depreciation	7678.76	10,056.87	12458.65	15,599.5
Less: Interest and Financial Charges	167.52	210.15	306.55	416.30
Less: Depreciation and Amortization	99.10	39.90	127.68	78.14
Profit/(Loss) before taxation for the year	218.33	192.78	391.19	334.51
Add: Exceptional Items	0.00	0.00	0.00	0.97
Less: Current tax Expenses	59.23	47.17	108.32	86.22
Less: Deferred Tax Liability/Asset	(1.68)	1.67	(5.00)	0.88
Excess/(Shortfall) Prov. For Tax in P.Y.	0.88	0.90	1.18	0.98
Profit/(Loss) after taxation for the year	159.90	143.05	104.50	247.40
Other Comprehensive Income
Items that will not be reclassified to Profit or Loss	173.94	110.60	8.15	12.34
Total Comprising Profit/loss and other Comprehensive Income for the period	333.84	253.65	294.84	259.75

2. PERFORMANCE OF THE COMPANY:

During the year under review, the Company has earned sales income of Rs.8138.27 Lakhs (Previous year Rs. 10,484.94 lakhs) and other income Rs. 25.44 Lakhs (Previous year Rs.14.76 Lakhs/-) on standalone basis. After providing depreciation, finance charges and tax the Company has earned Net profit of Rs. 159.90 Lakhs (Previous year company earned Net profit Rs. 143.05 Lakhs).

On a consolidated basis, the company has earned sales revenue of Rs. 13,241.06 Lakhs (Previous year Rs. 16,413.01 lakhs) and net profit of Rs. 286.69 Lakhs (Previous year Rs. 247.40 Lakhs).

3. DIVIDEND:

In order to conserve the reserves for further expansion of business the directors do not recommend any dividend.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves during the year under review.

5. BUSINESS REVIEW:

The management broke down the organizational objectives into divisional goals which were further cascaded to the respective functions - providing complete clarity of what needs to be done to meet the aspirations of the organization. This helped identify and plug gaps in the systems processes skill sets and products which have kept the company ready to take a plunge when evergreen shoots of revival show up.

The team worked throughout the year to improve its product offering with better features. It also streamlined its systems and processes to enhance productivity and optimize cost and time for manufacture.

The company is making efforts to improve the business and your Directors are optimistic of better performance during the forthcoming year.

6. DEPOSITS:

Your Company has not invited or accepted any deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), from public during the year under review.

7. CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of business of the company during the financial year under review.

8. SHARE CAPITAL:

Authorized Share Capital:

The Authorized share capital of your company stood at Rs.62,00,00,000 (Rupees Sixty Two crores only/) divided into 62,00,00,000 (Sixty Two Crore) equity shares of Rs.1/- each as on 31 st March, 2025. The Authorized Share Capital was increased from Rs. 37,00,00,000 (Rupees Thirty Seven Crores only/-) to 62,00,00,000 (Rupees Sixty Two crores only/-)

Issued, Paid-up and Subscribed Capital:

The Paid-up share capital of the company is Rs.20,07,68,100.00/-. The Company had issued 100,384,050 bonus equity shares of ^1.00 each (fully paid-up), following by your approval at the Extraordinary General Meeting (EGM) held on August 3, 2024. The bonus shares were issued in the ratio of 1:1 (one bonus equity share for every one equity share held) to existing shareholders as of the record date, September 3, 2024

9. DIRECTORS/KEY MANAGERIAL PERSONNEL:

As per the provision of the Companies Act, 2013, Mrs. Shikha Aggarwal Prem (DIN: 03373965), Whole time Director retires by rotation at the ensuing Annual General Meeting and being eligible, seeks reappointment.

In terms of provisions of Companies Act, 2013, Mrs. Shikha Aggarwal Prem (DIN: 03373965) will retire by rotation at the ensuing Annual General meeting in pursuance to Section 152 of Act and being eligible offers herself for re-appointment. Your board of directors recommends her appointment for your approval. The details pursuant to SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is annexed with the notice of AGM.

Mr. S. Thirumurugan, Independent Directors tenure of two terms as Independent Director of the company ended on April 2, 2025. Pursuant to Companies Act, 2013 he shall not be eligible for reappointment as Independent director.

Based on the recommendation from Nomination and Remuneration Committee, Mr. S. Babu (DIN: 11009188) has been appointed as an Additional Director with effect from March 29, 2025 who was subsequently regularized as an Independent Director w.e.f. May 10, 2025 in the Extra-Ordinary General Meeting through physical mode, who meets the criteria of an Independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the SEBI LODR Regulation for a period of five years till May 9, 2030

There are no other changes in the Key Managerial personnel during the year under review.

10. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Your Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will be able to leverage different skills, qualifications, professional experiences, perspectives and backgrounds, which is necessary for achieving sustainable and balanced development. The Nomination and Remuneration Committee had adopted principles for identification of Key Managerial Personnel, Senior Management including the Executive Directors. Pursuant to Section 134(3)(e) and Section 178(3) of the Act, the Nomination and Remuneration Policy adopted by the Board also sets out the criteria for determining qualifications, positive attributes and independence while evaluating a person for appointment / re-appointment as Director or as KMP with no discrimination on the grounds of gender, race or ethnicity, nationality or country of origin, and to also determine the framework for remuneration of Directors, KMP, Senior Management Personnel and other employees.

No change has been made in the Nomination and Remuneration Policy during the Financial Year under review. The detailed Nomination and Remuneration Policy is available on the website of the Company www.garmentmantra.com

11. AUDITORS:

(A) STATUTORY AUDITORS

M/s. NBT & Co, (previously known as A. Biyani & Co.) Chartered accountants, (Firm Registration No: 140489W), Mumbai the Statutory Auditors of the Companys term of appointment ends at the conclusion of this 14 th annual general meeting.

Pursuant to the provisions of Companies Act, 2013, your board recommends appointment of M/s. Balaji and Thulasiraman, Tirupur as statutory auditors of the company to hold office from the conclusion of this 14 th annual general meeting till the conclusion of 19 th Annual general meeting.

The Company has received a confirmation from them to the effect that their appointment from the FY 2025-26 will be within the prescribed limits u/s 141 of the Companies Act, 2013 and the Rules framed thereunder

Further the Auditors Report for the financial year ended, 31st March, 2025 is annexed herewith for your kind perusal and information. The observations and comments given by the Auditors in their report read together with notes to Accounts are self-explanatory and hence do not call for any further comments under section 134 of the Companies Act, 2013.

(B) SECRETARIAL AUDITOR

Pursuant to Section 204 of Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014(as amended) the Board of Directors had appointed M/s. G.V and Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report and Secretarial compliance report (pursuant to Regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015) signed by Mr. G. Vasudevan, Partner of M/s G.V. and Associates, Practicing Company Secretaries for the financial year 2024-25, is annexed herewith as Annexure A.

Further, the Board of Directors of the Company has appointed M/s. G.V. and Associates, Practicing Company Secretaries (FRN - P2004TNO81200) , as the Secretarial Auditor of the Company for the period of 5 (five) consecutive years from Financial year 2025- 26 till Financial year 2029-30 to carry out the audit of secretarial and related records of the Company, subject to the approval of Shareholders in the ensuing Annual General Meeting of the Company.

The Company has received consent letter along with peer reviewed certificate from M/s. G.V. and Associates to act as the Secretarial Auditor for conducting an audit of the secretarial records of the Company for the period of 5 (five) consecutive years.

(C) COST AUDITOR

The Board of Directors have appointed Mr. B Venkateswar (Membership No: 27622), Practicing Cost & Management Accountants as Cost Auditors to conduct audit of the cost records maintained by the Company pertaining to fabrics and garments for the financial year 2024-25

Your Company has prepared and maintained the cost records as specified by the Central Government under Section 148(1) of the Act.

Further the board of directors have appointed Mr. B Venkateswar (Membership No: 27622), Practicing Cost & Management Accountant to conduct cost audit for the financial year 2025-26. Further pursuant to Section 148 of the Companies Act, 2013 read with related rules thereunder, the board recommends ratification of remuneration payable to cost auditor for the financial year 2025-26 for your approval

12. ISSUE OF EQUITY SHARE ON RIGHTS BASIS:

During the year under review, your company has undertaken a Rights issue to raise capital. The company has received In-principal approval from stock exchange for Rights Issue of partly paid equity shares on December 27, 2024. The key details of Rights Issue are as under:

• Issue Size: 46.98 Crores

• Entitlement Ratio : 39 Rights Equity Share shares for every 20 fully paid-up Equity shares held by eligible shareholders on the record date.

• Number of Rights Equity shares to be allotted: 391497795

• Objects of the Issue: To meet the working capital requirements and for general corporate purposes

13. CLARIFICATION ON STATUTORY AUDITORS REMARK IN THEIR REPORT:

There were no qualifications or reservations or adverse remarks in the Statutory Auditors report and hence no clarification is required

14. CLARIFICATION ON SECRETARIAL AUDITORS REMARK IN THEIR REPORT:

The qualifications raised by the secretarial auditors in the report seems to be self-explanatory and does not require detailed note on the same.

15. REPORT OF FRAUD BY AUDITORS UNDER SECTION 143(12) OF COMPANIES ACT, 2013:

During the year under review, the Statutory Auditors or Secretarial Auditor of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Act, including rules made thereunder.

16. ANNUAL RETURN:

The annual return pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 forms a part of Boards Report and the same is available on the website of the company www.garmentmantra.com

17. SUBSIDIARY COMPANIES:

Your Company has two subsidiaries viz., Hylex Fashion Private Limited and Twenty Trading LLP. The statement under Section 129(3) of the Companies Act, 2013 in respect of the subsidiary in Form AOC-1 is attached as Annexure B.

The Consolidated Accounts of the company duly audited by the Statutory Auditors are presented as part of this Report.

The financial statements together with related information and other reports of the subsidiary are available on the website of the company at www.garmentmantra.com

The Companys policy on material subsidiary is also available on the website at www.garmentmantra.com

18. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the Financial Year 2024-25, 9 (Nine) Board Meetings, 5 (Five) Audit Committee and 2(Two) Nomination and Remuneration Committee meetings, 1(One) Stakeholder Relationship Committee meeting, 1(One) Independent Directors, 3(3) Rights Issue Committee meeting were held within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, the details of which are given in the Corporate Governance Report.

19. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR:

The Company has received declaration of independence from all the Independent Directors as stipulated under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, confirming that they meet the criteria of independence, which has been duly assessed by the Board as part of their annual performance evaluation exercise. Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, Independent Directors have also confirmed that they are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Independent Directors have confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

20. STATEMENT ON DECLARATION BY MANAGING DIRECTOR:

The Managing Director of the company has given declaration that members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management as laid down under the provisions of the Companies Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The declaration is placed as Annexure C to directors report.

21. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of provisions of Regulation 34 of the SEBI(Listing obligations and Disclosures Requirements) Regulation, 2015, the Managements discussion and analysis is set out below:

I. Textiles Industry Structure and Development:

The global apparel market is estimated at US$ 1.8 trillion in 2024, growing by 7% compared to 2023. While economic uncertainties and inflationary pressures affected consumption patterns, industry has shown resilience, with demand rebounding in key markets. The United States remains the largest apparel market, expected to reach US$ 288 billion in 2024, followed by EU-27 (US$ 316 billion) and China (US$ 187 billion). India, one of the fastest-growing apparel markets, is projected to reach US$ 108 billion in 2024, growing at a CAGR of 8% until 2030. By 2030, the global apparel industry is expected to reach US$ 2.3 trillion, with Indias market expanding to US$ 175 billion, driven by economic growth, rising disposable incomes, and evolving consumer preferences.

In 2024, the global textile and apparel (T&A) trade was estimated to be around US$ 875 billion, growing at a 1% CAGR since 2019. While the industry faced headwinds in recent years due to inflationary pressures and economic slowdowns in key consumer markets, it showed resilience and gradual recovery. With macroeconomic conditions stabilizing, demand in major markets is expected to strengthen, setting the stage for renewed growth in the coming years

Indias textile and apparel market is estimated to be worth US$ 184 Bn in 2024-25. This market has demonstrated consistent growth over time, driven primarily by strong domestic demand. Anticipated future growth is projected to be sustained by ongoing expansion in the domestic market and significant potential for growth in exports Apparel leads the sector, contributing US$ 108 billion to domestic sales and US$ 16 billion to exports, reinforcing its position as the largest category

Indias domestic textile and apparel (T&A) market has expanded from US$ 106 billion in 2019-20 to an estimated US$ 147 billion in 2024-25, reflecting a CAGR of 7%. Apparel dominates, contributing US$ 108 billion, while home textiles (US$ 11 billion) and technical textiles (US$ 28 billion) are steadily growing.

The domestic T&A market is expected to grow at a CAGR of 9% from 2024-25 onwards and reach US$250 Bn by 2030-31. Technical textiles are expected to be the fastest-growing segment, reaching US$ 54 billion by 2030-31, while home textiles will expand to US$ 16 billion. Apparel will remain the largest segment at US$ 180 billion, driven by rising consumer demand, increasing urbanization, and government initiatives supporting domestic manufacturing and innovation.

II. Opportunities and Threats Opportunities:

• As global retailers are looking for an alternate supply base, India has greater appeal as an attractive option for manufacturing and exports of textiles and apparels

• The growth of the technical textile market will create lucrative opportunities

• The rapid growth of the retail sector and E-commerce will boost the growth of the textile and apparel industry

• The growing popularity of fast fashion products will contribute to the growth of the textile and apparel industry

Threats

• Being a labour-intensive sector, the shortage of skilled workforce may impact the operations and there will be a struggle to complete orders

• Intense competition in the global market, especially from the textile and garment industries in Bangladesh and China

• Subdued demand for textile and apparel exports as consumer confidence is low in the key markets

• The Main threat in the Apparel Industry is the Cost escalation while the same cannot be passed on to the consumers.

III. Segment-Wise or Product-Wise Performance

The Companys primary business comprises of manufacturing of knitted garments and trading of fabrics which contributes to 100% revenue.

IV. Outlook

The future for the Indian textile industry looks promising, buoyed by both strong domestic consumption as well as export demand. With consumerism and disposable income on the rise, the retail sector has experienced a rapid growth in the past decade. The domestic market for apparel and lifestyle products, currently estimated at US$ 85 billion, is expected to reach US$ 160 billion by 2025.

Over the last three years, we have successfully moderate in the gaps in our business strategy. Our efforts have laid the foundation for our future as an innovation driven, quality-focused organization. In the future, we will focus on translating these efforts into high margins for the company.

V. Risks and concerns:

Our business and results of operations are dependent on our ability to effectively plan our manufacturing processes and on our ability to optimally utilize our manufacturing capacities for the various products we manufacture. Any disruption to our manufacturing process or the operation of our production facilities may result from various factors beyond our control, including, among others, the following:

• Utility supply disturbances, particularly power supply;

• Severe weather condition;

• Interruption of our information technology systems that facilitate the management of our manufacturing facilities; and

• Other production or distribution problems, including limitations to production capacity due to regulatory requirements, changes in the types of products produced or physical limitations that could impact continuous supply.

• The volatility in prices of raw materials such as cotton, specialty fibres and yarns, glass roving, specialty chemicals and a variety of resin increases the input costs which adversely impacts the Companys profitability.

• The geopolitical turmoil, global economic slowdown, high inflation and the threat of a looming recession in key markets like the US and Europe have led to a slowdown in the export market. Demand compression would reduce the Companys export business

VI. Internal control systems and their adequacy

The Company maintains an efficient internal control system commensurate with the size, nature and complexity of its business. The internal control system is responsible for addressing the evolving risks in the business, reliability of financial information, timely reporting of operational and financial transactions, safeguarding of assets and stringent adherence to the applicable laws and regulations. The internal auditors of the Company are responsible for regular monitoring and review of these controls. The Audit Committee periodically reviews the audit reports and ensures correction of any variance, as may be required. Key observations are communicated to the management who undertakes prompt corrective actions.

VII. Financial Performance:

During the year under review, the Company has earned sales income of Rs.8,138.27 Lakhs (Previous year Rs. 10,484.94 lakhs) and other income Rs. 25.44 Lakhs (Previous year Rs. 14.76 Lakhs/-) on standalone basis. After providing depreciation, finance charges and tax the Company has earned Net profit of Rs. 159.90 Lakhs(Previous year company earned Net profit Rs. 143.05Lakhs).

VIII. Material Development in Human Resource/Industrial Relations Front:

The timely availability of skilled and technical personnel is one of the key challenges. The Company maintains healthy and motivating work environment through various measures. This has helped the Company to recruit and retain skilled work force which would result in timely completion of the projects. The Company has cordial relation with the employees and contractors of the company. The staff has the depth of experience and skills to handle companys activities. Skilled team of workers and other professionals ensure superior quality standards during every stage of work.

IX. Details of Significant changes in Key Financial Ratios along with explanation*:

Particulars	2024-25	2023-24	Explanation
Current Ratio	2.56	1.41	Decrease in current assets and current liabilities resulted in change in the ratio
Debt Equity Ratio	0.32	1.08	Decrease in Debt resulted in change in the ratio
Debt Service Coverage Ratio	2.89	2.11	Decrease in earnings resulted in change in the ratio
Return on Equity Ratio	0.04	0.04	NA
Inventory Turnover Ratio	2.48	3.79	Decrease in revenue from operations resulted in change in the ratio
Trade Receivables Turnover Ratio	4.64	4.00	NA
Trade Payables Turnover ratio	6.98	8.17	NA
Net capital turnover ratio	2.94	4.59	Decrease in revenue from operations resulted in change in the ratio
Net Profit Ratio	0.02	0.01	Decrease in revenue from operations resulted in change in the ratio
Return on Capital employed	0.07	0.05	Decrease in revenue from operations resulted in change in the ratio
Return on Investment	0.05	0.05	Decrease in EBIT and Capital Employed resulted in change in the ratio

*Ratios produced here were calculated based on Standalone financials

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

During the year under review, the company has not made any investments.

For the year ending 2024-25, your company is continuing the corporate guarantee and security over Immovable properties to secure the credit facility by Hylex Fashion Private Limited, Wholly Owned Subsidiary company within the meaning of the provisions of Section 186 of the Companies Act, 2013.

23. COMPLIANCE ON MATERNITY BENEFIT ACT, 1961:

The Company has complied with the applicable provisions of Maternity Benefit Act, 1961 for female employees of the Company with respect to leaves and maternity benefits thereunder.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

	Annual Report 2024-25
A) Conservation of energy:
(i) The steps taken or impact on conservation of energy:	Nil
(ii) The steps taken by the company for utilising alternate sources of energy:	Nil
(iii) The capital investment on energy conservation equipment:	Nil
B) Technology absorption:
(i) The efforts made towards technology absorption:	Nil
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:	Nil
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):	Nil
(iv) The expenditure incurred on Research and Development:	Nil

C) Foreign exchange earnings and Outgo:
Foreign exchange earnings	: 144.99 Lakhs
Foreign exchange outgo	: Nil

25. PERFORMANCE EVALUATION:

In terms of the provisions of section 178 of the Act read with Rules issued thereunder and Regulation 19 read with Part D of Schedule II of the Listing Regulations, the Board of Directors in consultation with Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, for the Financial Year 2024-25.

For the reporting year, customized questionnaires were circulated to all the Board members in order to enhance the effectiveness of the Evaluation Process. The Board Evaluation process was carried out to ensure that the Board and various Committees of the Board have appropriate composition and they have been functioning collectively to achieve the business goals of the Company. Directors were evaluated based on their contribution at Board / Committee meetings and guidance & support to the management outside Board / Committee meetings and other parameters as specified by the Nomination and Remuneration Committee of the Company.

The Boards functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, role and accountability, management oversight, risk management, culture and communication, frequency and effectiveness of meetings.

The Committees of the Board were assessed on the basis of degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The Chairman appointed for the Board meetings was also evaluated by all the Directors on the basis of managing relations, leadership, competence and diligence.

The performance evaluation of Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman appointed for the Board meeting and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

The Board of Directors expressed their satisfaction with the evaluation process.

26. FAMILIARIZATION PROGRAMMES:

In terms of Regulation 25(7) of the Listing Regulations, the Company familiarizes its Directors about their role and responsibilities at the time of their appointment through a formal letter of appointment.

Sessions are conducted at the meetings of the Board and its various Committees on the relevant subjects such as strategy, Company performance, financial performance, internal financial controls, risk management, plants, retail, products, finance, human resource, capital expenditure, CSR, Compliances etc. All efforts are made to keep Independent Directors aware of major developments taking place in the industry, the Companys business model and relevant changes in the law governing the Companys business. The policy of familiarization programme is available on the website of the company www.garmentmantra.com

27. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The company has formulated vigil mechanism for employees including directors of the company to report genuine concerns. Till date the company has not received any complaints.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, all related party transactions were in the ordinary course of business and on arms length terms. During FY25, on a quarterly basis, the Audit Committee has reviewed the related party transactions vis-a-vis the omnibus approval(s) accorded by it.

There was no material related party transaction, involving payment made to related party with respect to brand usage/royalty, requiring approval of the shareholders during FY25. Furthermore, there was no contract/arrangement with related parties referred to in sub- section (1) of Section 188 of the Act, which required Boards approval.

The particulars of contract or arrangements entered into by the Company with related parties referred to in sub-Section (1) of Section 188 of the Companies Act, 2013 in Form No. AOC -2 is furnished as Annexure D to this report.

29. RISK MANAGEMENT POLICY:

Risk management is integral to your Companys strategy and to the achievement of long-term goals. Our success as an organization depends on our ability to identify and exploit the opportunities generated by our business and the markets we operate in. In doing this we take an embedded approach to risk management which puts risk and opportunity assessment at the core of the Boards agenda.

The Management has devised proper and adequate risk mitigation strategies considering the nature of industry and associated risks pertaining to the industry. The Management is overseeing the implementation of risk mitigation strategies on regular basis.

30. INTERNAL FINANCIAL CONTROL:

The Companys internal control procedures which include internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organizations pace of growth and increasing complexity of operations. The internal auditors team carries out extensive audits throughout the year across all functional areas and submits its reports to the Audit Committee of the Board of Directors on quarterly basis.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them. The Company has a strong Management Information System, which is an integral part of the control mechanism.

The Company continues to strengthen its risk management and internal control capabilities by improving its policies and procedures and introducing advanced risk management tools.

31. CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of the Companies Act, 2013, corporate social responsibility is not applicable to the Company for the year 2024-25. However, the company has devised Corporate Social responsibility policy and has disseminated the same in its website i.e., www.garmentmantra.com.

32. PREVENTION OF SEXUAL HARASSMENT AT THE WORK PLACE:

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Companys premises through various practices and always endeavors to provide an environment that is free from discrimination. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. The Company also ensures all allegations of sexual harassment are investigated and dealt with effectively and appropriately.

As per the requirements specified in the The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013, the Company has constituted an Internal Complaints Committee and is committed to provide a work environment that is free from sexual harassment. During the financial year ended 31 st March, 2025, the Company has not received any complaints of sexual harassment

The following is a summary of sexual harassment complaints received and disposed of during the year:

(a) Number of complaints pending at the beginning of the year: Nil

(b) Number of complaints received during the year: Nil

(c) Number of complaints disposed off during the year: Nil

(d) Number of cases pending for more than 90 days: Nil

(e) Number of cases pending at the end of the year: Nil

33. MATERIAL CHANGES:

The company has issued and allotted 39,14,97,795 Partly paid Equity shares under Rights basis on May 22, 2025 at Rs.1.20 (including face value of Rs.1.00 and premium of Rs.0.20) out of which Rs. 0.30 (including 25% on face value of Rs.0.25 and 25% on premium of Rs.0.05) was collected during application stage and another Rs. 0.30 (including 25% on face value of Rs.0.25 and 25% on premium of Rs.0.05) was collected as First Call Money from holders of Partly paid equity shares.

In addition, your company has also issued notice for First Call Money from holders of partly paid equity shareholders as on record date July 11, 2025 and the issue was kept open from August 4, 2025 till August 18, 2025. The company has received bid for 37,34,26,591 shares at Rs. 0.30 (including 25% on face value of Rs.0.25 and 25% on premium of Rs.0.05) during the First call Money phase. The Rights issue committee finalized the allotment of shares on August 28, 2025.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There were no significant and material orders passed by the regulators or courts or tribunal which would impact the going concern status and the Companys operations in future.

35. COMPLIANCE WITH SECRETARIAL STANDARDS:

Your directors state that the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS- 2).

36. EMPLOYEE STOCK OPTION SCHEME

Your company has approved the issue of options under Employee Stock option scheme on 4th April, 2022 and created a pool of 2,27,50,000 (Two crore twenty-seven lakh fifty thousand only) shares under the scheme. The company has thereafter obtained your approval in extra-ordinary general meeting held on 7th May, 2022 and in-principal approval from Bombay Stock Exchange via their approval letter dated 24 th June, 2022.

However, till date the company has not issued any options under the scheme.

37. EMPLOYEE STOCK PURCHASE SCHEME

Your company has approved the issue of shares under Employee Stock Purchase scheme on 4th April, 2022 and created a pool of 2,00,00,000 (Two crore only) shares under the scheme. The company has thereafter obtained your approval in extra-ordinary general meeting held on 7th May, 2022 and inprincipal approval from Bombay Stock Exchange via their approval letter dated 23 rd June, 2022.

However, till date the company has not issued any shares under the scheme.

38. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

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

ii. 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 profit of the company for that period;

iii. 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;

iv. the directors had prepared the annual accounts on a going concern basis;

v. the directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively. and

vi. 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.

39. PARTICULARS OF EMPLOYEES:

There were no employees drawing remuneration in excess of limit specified under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The ratio of remuneration of each director to the median of employees remuneration as per Section 197(12) of Companies Act, 2013 read with Rule 5(1) of Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board report Annexure E.

40. ACKNOWLEDGEMENT:

Your Directors wish to place on record their deep gratitude and appreciation towards the Companys suppliers, customers, investors, bankers, Government of India, State Government and other regulatory authorities for their continued support during the year. Your directors also acknowledge the commitment and the dedication of the employees at all levels who have contributed to the growth of the Company.

Place: Tirupur	For and on behalf of the Board
Date: 30.05.2025	-Sd-	-Sd-
	Prem Aggarwal	Shikha Aggarwal Prem
	Managing Director	Whole Time Director
	DIN:02050297	DIN:03373965