GB Global Ltd Directors Report

7. DIRECTORS RESPONSIBILITY STATEMENT:

The financial statements are prepared in accordance with Indian Accounting Standards OInd AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India OSEBI). The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. The Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy thereto in use.

In light of the aforesaid and pursuant to the requirements under sub section (3)(c) and (5) of Section 134 of the Act, with respect to Directors Responsibility Statement, your management state that:

i. In the preparation of the annual accounts for FY ended 31^st March, 2025, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. Accounting policies have been selected and applied consistently and judgments and estimates made that were 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 FY and of the profit of the Company for the year under review;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual financial statements have been prepared on a going concern basis;

v. Internal financial controls to be followed by the Company have been laid down and ensured that such internal financial controls are adequate and operating effectively; and

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

8. CHANGE IN THE NATURE OF BUSINESS:

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

9. CHANGE IN THE NAME OF THE COMPANY:

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

10. MANAGEMENT

a. Directors and Key Managerial Personnel

In accordance with the requirements of the Act and the Companys Articles of Association, Mrs. Tanam Thakkar (DIN:00284512) retires by rotation and being eligible, offers herself for re-appointment.

The Composition of the Board of Directors during the FY 24-25 is as follows:

Further, there were no changes in the composition of the Board during the year under review: The Composition of Key Managerial Personnel ("KMP") during the FY 24-25 is as follows:

11. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Paresh Jain, Mr. Aayush Prashant Agrawal and Mr. Akshat Prashant Agrawal are the Independent Directors on the Board of the Company.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists 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. Also, a statement from them that have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

Pursuant to the provisions of Regulation 16 of the Listing Regulations, the Independent Directors also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management.

In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committees of the Company.

12. NUMBER OF MEETINGS OF THE BOARD:

During the financial year 2024-25, the Boards of Directors of the Company duly met ten (10) times. The following Meetings of the Board of Directors were held during the period under review:

For details of meetings of the Board, please refer to the Corporate Governance Report, which forms a part of the Annual Report.

13. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual Directors pursuant to the provisions of the Act and Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure; degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.); effectiveness of board processes, information and functioning, etc.; extent of co-ordination and cohesiveness between the Board and its Committees; and quality of relationship between board Members and the management.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (SEBI) on 05^th January, 2017.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Director and Non-Executive Directors. The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution within and outside the meetings, etc. In the Board Meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The Companys Independent Directors met on Friday, 04^th September, 2024 without the presence of Executive Directors or Members of the Management. All the Independent Directors attended the Meeting. The Board of Directors has expressed their satisfaction with the evaluation process.

The details of the Policy on evaluation of Boards performance is available on the Companys website.

14. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

Selection and procedure for nomination and appointment of Directors

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements. The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a directors appointment or re-appointment is required. The NRC reviews and vets the profiles of potential candidates vis-a-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.

The said policy laid down the parameters on appointment and evaluation of Board of Directors, KMPs and Senior Management Personnel setting out the guiding principles for the Nomination and Remuneration Committee for identifying the individuals who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company and other matters provided under sub-section (3) of section 178 of the Act.

Criteria for determining qualifications, positive attributes and independence of a Director In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

* Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

* Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgement. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

* Independence - A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has in place a Vigil Mechanism/ Whistle Blower Policy ("the policy"). The said policy is established effectively for the Directors/ Key Managerial Personnel and employees of the Company, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct & Ethics.

16. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which forms a part of the Annual Report.

17. COMMITTEES OF THE BOARD:

The following are the Committees of the Board:

1. Audit Committee -

The Audit Committee meetings were held on 29^th May, 2024; 12^th August, 2024; 04^th September, 2024; 20^th September, 2024; 14^th November, 2024; 04^th December, 2024; 14^th February, 2025; 28^th February, 2025; and 21^st March, 2025.

2. Nomination & Remuneration Committee -

The Nomination & Remuneration Committee meetings were held on 12^th August, 2024, 04^th September, 2024, 14^th November, 2024; and 27^th December, 2024.

3. Stakeholders and Relationship Committee-

The stakeholders relationship committee meeting was held on 04^th September, 2024.

4. Risk Management Committee -

The risk management committee was dissolved on 12^th August, 2024. Thus, there is no meeting held during the year under review.

18.CORPORATE SOCIAL RESPONSIBILITY ("CSR"):

During the year under review, The Board of Directors of the Company in their Board Meeting held on 12th August, 2024 has formed Corporate Social Responsibility Committee (CSR Committee) for carrying out the CSR activities going forward. The composition of the CSR Committee is mentioned below:

Pursuant to Section 135 of the Act, the Company is required to spend 2 (two) percent of the average net profit of the Company for three immediately preceding FYs. As the average net profit of the Company during previous three FYs was negative, the Company is not required to spend any amount for the CSR purpose during the year under review.

The Annual Report on CSR activities for the FY 2024-25 as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended is annexed as Annexure - II and forms an integral part of this report.

19. AUDITORS:

a. Statutory Auditors:

In accordance with Section 139, 142 of the Act, the Members of the Company in its 37^th AGM, held on 28^th September, 2022 have appointed M/s. Bhuta Shah & Co. LLP, Chartered Accountants (FRN: 101474W/ W100100) as the Statutory Auditors of the Company to hold office till the conclusion of the 42^nd AGM of the Company. M/s. Bhuta Shah & Co. LLP, Chartered Accountants has furnished the Financial Results and Independent Auditors Report for the FY ended 31^st March, 2025.

b. Secretarial Auditors:

The Board in their meeting held on 29^th May, 2025 appointed M/s Himesh Pandya & Associates, Practicing Company Secretary (Membership No. A40991) as Secretarial Auditor of the Company for conducting Secretarial Audit for the FY 2024-25 pursuant to the provisions of Section 204 of the Act, Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and pursuant to the Listing Regulations.

The Secretarial Audit Report in MR - 3 is annexed as Annexure- III and forms an integral part of this Report.

The subsidiary company i.e., Flowline Developers Private Limited does not fall under the category of material subsidiary as per the Listing Regulations. Therefore, the provisions pertaining to Regulation 24A (1) of the Listing Regulations are not applicable to the Company.

c. Cost Auditors:

During the year under review, all contracts/arrangements / transactions entered by the Company during the FY with related parties were in its ordinary course of business and on an arms length basis. The Company has reported the material related transactions in Form No. AOC-2 made during the year, as required in the provisions of Section 134(3) (h), Section 188 and other applicable provisions, if any, of the Act read with the Rules made thereunder. The disclosures of related party transaction in Form AOC-2 which is enclosed as Annexure - IV of this Report

25. ANNUAL RETURN:

26. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended forms part of this report as Annexure - V.

27. SECRETARIAL STANDARDS:

During the FY 2024-25, the Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

28. PUBLIC DEPOSIT:

The Company does not accept and/or renew Fixed Deposits from the general public and shareholders. There were no over dues on account of principal or interest on public deposits including the unclaimed deposits at the end of FY 2024-25.

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

The information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 for the year ended 31^st March, 2025 is annexed as Annexure - VI and forms an integral part of this report.

30. MATERIAL CHANGES/DEVELOPMENTS DURING THE YEAR:

During the period under review, the following key changes have taken place:

RELIEF GRANTED ON HISTORICAL COST AUDIT MATTERS:

The Company, had undergone a Corporate Insolvency Resolution Process (CIRP), with the Resolution Plan approved by the Honble NCLT on 19th May, 2021. Post takeover, the cost records and audit reports for the financial years 2017-18 to 2020-21 were not traceable, resulting in non-compliances under Section 148 of the Companies Act, 2013 relating to cost audit filings.

To address the matter, the Company filed an application before the Honble NCLT, Mumbai Bench, seeking waiver/relief in respect of such historical compliances. By its order dated 4th March, 2025, the Honble NCLT allowed the application and clarified that the reconstituted Board shall not be burdened with obligations relating to cost audit for the period prior to approval of the Resolution Plan, while the Company shall continue to ensure full compliance with cost audit requirements for all subsequent years.

MATERIAL CHANGE ARISING FROM THE PROPOSED SCHEME OF MERGER BY WAY OF ABSORPTION:

During the year under review, the Board of Directors in their meeting held on 28^th February, 2025 approved the draft Scheme of Merger by way of Absorption of GB Global Limited ("Transferee Company") with Dev Land & Housing Private Limited ("Transferor Company"), pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, read with Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In compliance with Regulation 37 of SEBI LODR, applications were submitted to BSE and NSE on 7^th March, 2025 and 10^th March, 2025 respectively, seeking in-principle approvals. Post the year under review, the stock exchanges raised queries from time to time to which the Company submitted detailed replies.

Upon consideration of the submissions the Company received return letters from BSE and NSE vide letters dated 16^th June, 2025 and 17^th June, 2025 respectively. Thereafter, the Board of Directors, at its meetings held on 14^th August, 2025 approved certain minor amendments to the draft Scheme.

Consequent upon the amendments to the Scheme, revised applications were filed with both BSE and NSE on 23^rd August, 2025 for obtaining in-principle approvals to the revised Scheme in accordance with Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

INDIAN BANK V/S CHARU DESAI & ORS. - LITIGATION UPDATE:

The Indian Bank, being one of the dissenting financial creditors of the Company, had filed an appeal before the Honble NCLAT against the order of the Honble NCLT, Mumbai approving the Resolution Plan. The Honble NCLAT, vide its interim order dated 20th September, 2021, directed the parties to maintain status quo on the implementation of the Approved Resolution Plan. Thereafter, the Honble NCLAT, vide its final order dated 6th May, 2022, dismissed the said appeal and consequently the interim order of status quo stood cancelled.

Subsequently, Indian Bank preferred a Civil Appeal before the Honble Supreme Court against Charu Desai & Ors. (Resolution Professional of the Company), wherein the Honble Supreme Court vide its order dated 16th September, 2022 directed the parties to maintain status quo until further hearing and adjudication of the Civil Appeal. Indian Bank thereafter filed another application on 11th May, 2023 seeking further clarification/direction, which was heard and dismissed by the Honble Supreme Court vide order dated 9^th October, 2023. Accordingly, the direction of status quo continued to remain in force, pending final disposal of the Civil Appeal.

The Honble Supreme Court, vide its order dated 18^th August, 2025, allowed the withdrawal application (IA No.74667/2025) and dismissed the Civil Appeal as withdrawn. Consequently, all pending applications in relation to the matter also stood disposed of.

Accordingly, as on date, there are no pending appeals in relation to the Resolution Plan.

Satisfaction of Charges -

Pursuant to the Approved Resolution Plan, the discharge date for the full and final payment of FC Discharge Amount as committed by DLH was 06^th June, 2022 and on the same date, DLH paid the FC Discharge Amount. In connection with the same, the Company has received No Dues Certificate from all FC as mentioned in the Approved Resolution plan.

Trading Application -

The Company had received in-principal approval from Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) dated 21^st December, 2022 and 22^nd December, 2022 respectively for the listing of the 33,143 equity shares of Rs.10 each. The Company have made applications and is in process of seeking trading approval from BSE and NSE for the said equity shares.

Minimum Public Shareholding ("MPS"):

The Company have made applications to the stock exchanges for the trading of 33,143 equity shares and the in-principal approval of listing/ trading of 5,00,00,000 equity shares is yet to be received from the stock exchanges. Hence, the delay in approvals is creating difficulties to the Company. Due to the same, the Company is not in a position to bring an open offer to the public for meeting the MPS requirement under Regulation 38 of SEBI Listing Regulations.

31. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FY OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no material changes and commitments which affect the financial position of the Company which have occurred between the end of the FY to which the financial statements relate i.e., 31^st March, 2025 and the date of this Report expect as stated in the said Report.

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

During the year under review, the Company has received the Honble Supreme Court, order dated 18^th August, 2025, stating the withdrawal application (IA No.74667/2025) of Indian Bank V/S Charu Desai & Ors dismissed the said Civil Appeal as withdrawn and stood disposed of.

33. PROCEEDINGS UNDER CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016:

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

34. VALUATION:

During the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions.

35. INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of the Act, read with Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) as amended from time to time, the shares pertaining to which dividend remains unclaimed/unpaid for a period of 7 (seven) years from the date of transfer to the Unpaid Dividend Account is mandatorily required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

36. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTOR:

The Company has in place a familiarization program for the Independent Directors to familiarize them with their role, rights and Responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. in compliance with the requirements of the Listing Regulations

37. ENVIRONMENT:

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner so as to ensure safety of all concerned and preservation of natural resources.

38. DEPOSITORY SYSTEMS:

The members of the Company are informed that the Companys shares are compulsorily tradable in electronic form. As on 31^st March, 2025, the Company does not have any shares in physical form. 21,195 Equity Shares stand with the National Securities Depository Limited (NSDL) Account and 11,948 Equity Shares stand with the Central Depository services (India) Limited (CDSL). Your Company had appointed MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) as its Registrar and Share Transfer Agent.

39. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Corporate Governance Report and Management Discussion & Analysis, is presented in a separate section, forming part of the Annual Report together with the Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in Schedule V of Regulation 34(3) of the Listing Regulations.

40. CHANGE IN THE CORPORATE OFFICE OF THE COMPANY:

There is no change in the address of the corporate office of the Company during the year under review.

41. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Companys shares and prohibits the purchase or

sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. All Board of Directors and the designated employees have confirmed compliance with the Code.

42. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

Our Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action.

The company has adopted a Policy on prevention of Sexual Harassment at the Workplace in line with the provisions of Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and rules made thereunder. The said policy allows every employee to freely report any such act and prompt action will be taken thereon and laid down severe punishment for any such act.

Further, the Board of your Company has complied with the provisions relating to the constitution of Internal Complaints Committee ("ICC") under the POSH Act to redress complaints received regarding sexual harassment. The Internal Committee has been reconstituted to redress the complaints received on the sexual harassment in the Board meeting held on 12^th August, 2024.

The composition of the Internal Complaints Committee ("ICC") is mentioned below:

Pursuant to section 21 of the POSH Act and the relevant rules made thereunder, the Company has made physical submission of the Annual Report of the ICC for the year ended 31^st December, 2024.

The details of complaints received and disposed off during the financial year 2024-25 are as follows:

43. MATERNITY BENEFIT COMPLIANCE STATEMENT:

Pursuant to Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014 (as amended), the Company confirms compliance with the provisions of the Maternity Benefit Act, 1961. All eligible women employees are provided paid maternity leave, nursing breaks, and applicable creche facilities. The Company ensures protection against termination during maternity leave and updates relevant policies regularly. There were no complaints or violations reported during the year under review.

44. OTHER DISCLOSURES:

1. During the period under review, no postal ballot was conducted by the Company.

2. During the period under review, no charge was created.

3. The Company had received a notice dated 30^th September, 2024 from SEBI pertaining to the financial years 2014-15 to 2017-2018 relating to submission of various details/information in respect of investigation in the matter of GB Global Limited. In response to the same, the Company submitted requisite documents over email to the designated authority.

4. The Company had received a Summon from SEBI dated 25^th October, 2024 for production of documents before the investigating authority. In response of the same the Company had submitted a reply letter dated 30^th October, 2024 reiterating the relevance of the facts and circumstances thereto via courier to the designated authority.

5. The Company had received a Summon from SEBI dated 02^nd December, 2024 for production of documents before the investigating authority

6. The Company had received a Summon from SEBI dated 18^th December, 2024 for production of documents before the investigating authority. In response of the same the Company had submitted a reply letter dated 24^th December, 2024 reiterating the relevance of the facts and circumstances thereto over email to the designated authority.

45. CAUTIONARY STATEMENT:

Statements in this Directors Report and Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forwardlooking statements" within the meaning of applicable securities laws and regulations.

Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, Tax regimes, economic developments within India and other ancillary factors.

46. ACKNOWLEDGEMENT:

The Company wishes to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. The Reconstituted Board acknowledges and thanks all the employees, customers, suppliers, investors, lenders, regulatory and government authorities, stock exchanges and other stakeholders and also the Monitoring Committee for their cooperation and support and look forward to their continued support in future.