Dear Members,
The Board of Directors of your Company takes pleasure in presenting the 31st (Thirty-First) Directors Report together with the Audited Financial Statements for the Financial Year ended 31st March 2025 along with the Report of Statutory Auditors of your Company.
The performance of the Company for the financial year ended 31st March 2025 is summarized below:
| Particulars | Year ended 31.03.2025 | Year ended 31.03.2024 |
| Revenue from Operations | 78.98 | 85.78 |
| Other income | 0.05 | 2.63 |
| Total Revenue from Operation (1+2) | 79.03 | 88.41 |
| Total Expenses (Excluding Depreciation) | 78.00 | 81.14 |
| Depreciation | 14.17 | 14.17 |
| Profit/ (Loss) before tax | (13.14) | (6.90) |
| Deferred Tax Expense | (4.06) | (2.13) |
| Profit/(Loss) for the year after tax | (9.29) | (4.77) |
| Earnings Per Share (EPS) | (0.05) | (0.07) |
FINANCIAL PERFORMANCE:
During the financial year under review, your company recorded total revenue from operations amounted to Rs. 78.98 Lakhs as compared to the previous year Rs. 85.78 Lakhs and incurred Net Loss of Rs. 9.29 Lakhs.
Unless as provided elsewhere in this Report, there were no significant material changes and commitments affecting financial position of the company during the financial year under review.
During the financial year under review, there was no changes in the nature of its business.
The Authorized Share Capital of the Company as on 31st March 2025 was Rs. 10,50,00,000/- divided into 1,05,00,000 equity shares of Rs. 10/- each.
The issued share capital of the Company is Rs. 10,35,92,590/- divided into 1,03,59,259 equity shares of Rs. 10/- each.
The listed share capital of the Company is Rs. 6,49,01,590/- divided into 64,90,159 Equity shares of Rs. 10/- each.
The Paid-up Capital of the Company is Rs. 6,49,01,590/- divided into 64,90,159 Equity Shares of Rs. 10/- each.
The difference in issued capital & listed capital is on account of 99,600 equity shares that were unsubscribed in the public issue & and 37,69,500 Equity Shares that have been forfeited on account of non-payment of call money.
Further, during the period under review, your Company has not bought back any of its securities / has not issued any Sweat Equity Shares / has not issued any Bonus Shares/ has not issued shares with Differential Voting rights and there has been no change in the voting rights of the shareholders.
During the financial year under review, the Company has not transferred any sum to reserves pursuant to the provisions of Section 123 of Companies Act, 2013 for the financial year ended 31st March 2025. However, during the year under review loss of Rs. (9.29) Lakhs was transferred to Reserve and Surplus.
During the financial year under review, the Company has incurred losses and therefore no dividend has been recommended by your Board.
The provisions of Section 125(2) of the Companies Act, 2013 read along with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof) does not apply to the Company as there was no dividend declared during the financial year under review.
Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34 read along Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report. (Annexure-I)
As per the Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the Corporate Governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to Companies having Paid up Equity Share Capital not exceeding Rs.10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous Financial Year.
Accordingly, compliances with respect to Corporate Governance disclosures are not applicable to your Company. However, your Company strives to incorporate the appropriate standards for Corporate Governance in the interest of the stakeholders of the Company.
As on 31st March 2025, your Companys Board had 4 members comprising of one (1) Executive Director, one (1) Non-Executive and Non-Independent Woman Director, and two (2) Independent Directors. The details of Board and Committee composition, tenure of directors, and other details are available later part of the Annual Report.
In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Companys business for effective functioning.
Pursuant to provisions of Section 152 of the Companies Act, 2013 read with rules made thereunder and Articles of Association of your Company, Mrs. Meena Bhushan Kerur (DIN: 02454919), Non- Executive Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible, offers herself for reappointment.
The Board recommends the re-appointment of Mrs. Meena Bhushan Kerur as Director for your approval.
During the financial year under review, Mr. Durgaprasad Palupuri tendered his resignation from the office of Chief Financial Officer with effect from 9th May 2024 and Mr. Pradeep Kumar Mohapatro was appointed as Chief Financial Officer of the Company with effect from 6th August, 2024.
Apart from above there were no appointments or resignations or changes in the Directors of the Company or Key Managerial Personnel during the financial year under review.
Mr. Srikrishna Naik was re-appointed as a Managing Director of the Company with effect from 9th August 2025 in the Board Meeting held on 8th August 2025 as per the recommendation of Nomination and Remuneration Committee, subject to approval of members of the Company. The Board recommends the re-appointment of Mr. Srikrishna Naik as Managing Director for your approval.
Mr. Maqsood Ahmed was re-appointed as Director (Non-Executive and Independent) of the Company with effect from 30th September 2025 for a second (2) term of five (5) consecutive years in the Board Meeting held on 4th September 2025 as per the recommendation of Nomination and Remuneration Committee, subject to approval of members of the Company. The Board recommends the re-appointment of Mr. Maqsood Ahmed as Director (Non-Executive and Independent) for your approval.
Mr. Rohan Bhushan Kerur was appointed as Director (Non-Executive and Non-Independent) of the Company, liable to retire by rotation with effect from 29th September 2025 in the Board Meeting held on 4th September 2025 as per the recommendation of Nomination and Remuneration Committee, subject to approval of members of the Company. The Board recommends the re-appointment of Mr. Rohan Bhushan Kerur as Director (Non-Executive and Non-Independent) for your approval.
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board has carried out annual performance evaluation of its own, its committees and individual directors of the Company. The annual performance evaluation was carried out through structured evaluation process which was based on the criteria as laid down by Nomination and Remuneration Committee, which includes various aspects such as composition of the Board & Committees, diversity of the Board, experience & competencies of individual directors, performance of specific duties & obligations, contribution at the meetings and otherwise, team work, exercise of independent judgments and implementation of corporate governance principals etc. Based on performance evaluation, the Board has concluded that efforts and contribution made by all directors individually as well as functioning and performance of the Board as a whole and its committees were proactive, effective and contributing to the goals of the Company.
As on date of this report, the Board comprises 2 (Two) Independent Directors. Both the Independent Directors are appointed on the Board of your Company in compliance with the applicable provisions of the Companies Act, 2013 ("the Act").
Your Company has received declarations from all the Independent Directors confirming that they meet/continue to meet, as the case may be, the criteria of Independence under sub-section (6) of section 149 of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As required under Regulation 25(7) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, each newly appointed Independent Director is taken through a formal induction program including the presentation from the Managing Director on the Companys manufacturing, marketing, finance and other important aspects. The induction for Independent Directors includes interactive sessions with Executive Committee members, Business and Functional Heads, visit to the manufacturing site etc.
REMUNERATION POLICY:
The Board on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration as required under Section 178 of the Companies Act, 2013 and Regulation 19(4) read with Schedule II of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
The Company has formulated a Whistle Blower policy and has established Vigil Mechanism for employees including Directors of the Company to report genuine Concerns. The provisions of this Policy are in line with the provisions of Section 177(9) of the Act.
The Board on the recommendation of the Nomination & Remuneration Committee framed a policy on Board Diversity as required Regulation 19(4) read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
The Board of Directors has adopted an Enterprise Risk Management Policy framed by the Company, which identifies the risk and lays down the risk minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework.
The Company has formulated a Policy pursuant to Regulation 9 and 30(4) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 on Preservation of the Documents to ensure safekeeping of the records and safeguard the documents from getting manhandled, while at the same time avoiding superfluous inventory of documents.
The Policy is framed in accordance with the requirements of the Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.
The Board of Directors has adopted a Policy on materiality of and dealing with related party transactions. No material contract or arrangements with related parties were entered into during the year under review.
Your Companys Policy on Related Party Transactions as adopted by your Board can be accessed on the Companys website.
The Board of Director has adopted the Insider Trading Policy in accordance with the requirement of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines & procedures to be followed, and disclosures to be made while dealing with the shares of the Company, as well as the consequences of the violations. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain highest ethical standards of dealing in Companies shares.
The Insider Trading policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for preventing insider trading, same is available on our website.
STATUTORY AUDITORS:
M/s. Sathuluri & Co., Chartered Accountants, (FRN: 006383S), are appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years to hold office from the conclusion of the 29th Annual General Meeting (AGM) till the conclusion of the 34th AGM.
M/s. Sathuluri & Co, Chartered Accountants, Statutory Auditors have confirmed that:
their appointment is within the limit prescribed under the Section 141 of the Act;
they are not disqualified from continuing as Statutory Auditors under the Section 141 of the Act; and
they hold a valid certificate issued by the peer review board of the Institute of Chartered Accountants of India.
The Auditors Report does not contain any reservation, qualification or adverse remarks.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Company has appointed Mr. Ramesh Atluri, Company Secretary in Whole Time Practice, (Membership No. 9889, C P No. 16418) as Secretarial Auditor. The Secretarial Audit report for the financial year 2024-25 is annexed herewith to this Report. (Annexure-II).
| Qualifications/ Remarks | Replies |
| 1. The Company has not appointed Internal Auditor as required under the provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014. | In view of the limited scale of operations and the losses incurred by the Company during the financial year under review, the Board has not appointed an Internal Auditor for the said period. |
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
In the preparation of the annual accounts for the financial year 2024-25, the applicable accounting standards had been followed along with proper explanation relating to material departures;
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 2024-25 and of the profit and loss of the Company for the year 1st April 2024 to 31st March 2025;
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;
The Directors had prepared the annual accounts on a going concern basis;
The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
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.
The Company has no subsidiaries, joint ventures or associate companies during the financial year under review.
The Company is not required to constitute a Corporate Social Responsibility Committee and formulate policy on Corporate Social Responsibility as it does not fall within purview of Section 135(1) of the Companies Act, 2013 i.e. the Company does not have the net worth of Rs. 500 Crore or turnover of Rs. 1,000 Crore or more or a net profit of Rs. 5 Crore or more during the immediately preceding financial year.
There were no materially significant transactions with related parties during the financial year under review, which were in conflict with the interest of the Company. All the transactions entered into by the Company with Related Parties during the year under review were at arms-length basis. Disclosure required under the Accounting Standard (Ind AS-24) have been made in the notes to the Financial Statement.
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, is annexed, marked and forms part of this Report. (Annexure-III).
Your Company has in place adequate internal control systems commensurate with the size of its operations. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, and the reviews performed by management and the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the Financial Year 2024-25.
The Company has not given any loan, guarantee or provided security or made any investments pursuant to the provisions of Section 186 of Companies Act, 2013.
None of the Independent/ Non-Executive Directors except Mrs. Meena Bhushan Kerur being sister of Mr. Srikrishna Naik and to the extent shares held by her has any pecuniary relationship or transactions with the Company which in the judgment of the Board may affect the independence of the Directors.
Your Company has always believed in providing a safe and harassment free workplace for every individual working in premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.
Also, there were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
| 1. | Number of Sexual Harassment complaints received during the year | NIL |
| 2. | Number of Cases disposed of during the year | NIL |
| 3. | Number of cases pending for more than 90 days | NIL |
The Company has complied with all the provisions of Maternity Benefit Act, 1961, including provisions relating to leave, maternity benefits and workplace support.
As required pursuant to section 92(3) and section 134(3)(a) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Amendment Rules, 2021, the Company has uploaded a copy of the Annual Return as on 31st March, 2025 on the website of the Company and the web link for the same is on the website of the Company at https://www.goldencarpets.com/ annualreports.html
NUMBER OF BOARD MEETINGS:
The Board of Directors of the Company met Four (4) times during the financial year and the gap between two meetings did not exceed one hundred and twenty days. The dates on which the said meetings were held are as follows:
1. 30th May 2024;
6th August 2024;
14th November 2024;
14th February 2025
(i) The names and categories of the Directors on the Board, their attendance at Board meetings held during the financial year and the number of directorships and committee chairmanships / memberships held by them in other public companies as on 31st March 2025 are given herein below:
| Name of Director | Category | Number of Board meetings during the year 2024-25 | Whether attended last AGM held on 20 th September 2024 | Number of Directorships in other Public Companies | Number of Committee position held in other Public Companies# | ||
| Entitled to Attend | Attended | Chairman | Member | ||||
| Mr. Srikrishna Naik | Promoter, Executive | 4 | 4 | Yes | Nil | Nil | Nil |
| Mrs. Meena Bhushan Kerur | Promoter, Non- Executive | 4 | 4 | Yes | Nil | Nil | Nil |
| Mr. Suryanarayana Murthy Krovi | Non- Executive, Independent | 4 | 4 | No | Nil | Nil | Nil |
| Mr. Maqsood Ahmed | Non- Executive, Independent | 4 | 4 | No | Nil | Nil | Nil |
Other Directorships do not include Directorships of Private Limited Companies, Section 8 companies and of Companies incorporated outside India.
# Chairmanships / Memberships of Board committees shall include only Audit Committee and Stakeholders Relationship Committee.
The Meeting of Independent Directors was held on 14th February 2025 to:
evaluate the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;
review the performance of non-independent directors and the Board as a whole;
assess the quality, quantity and timeliness of flow of information between the company management and the Board so as to ensure that the Board is performing the duties effectively and reasonably.
Currently the Board has three Committees:
Nomination and Remuneration Committee;
a. COMPOSITION OF AUDIT COMMITTEE:
Currently, the Audit Committee consists of the following members:
Mr. Maqsood Ahmed - Chairperson
Mr. Suryanarayana Murthy Krovi - Member
Mrs. Meena Bhushan Kerur - Member
The above composition of the Audit Committee consists of Independent Directors viz., Mr. Maqsood Ahmed and Mr. Suryanarayana Murthy Krovi who forms the majority.
The Audit Committee met Four (4) times during the financial year and the dates on which the said meetings were held are as follows;
1. 30th May 2024;
6th August 2024;
14th November 2024; &
14th February 2025.
The gap between two meetings did not exceed 120 days and the necessary quorum was present for all the meetings.
The composition of the Audit committee and the details of meetings attended by its members are given below:
| Name | Category | Number of meetings during the financial year 2024-25 | |
| Entitled to Attend | Attended | ||
| Mr. Maqsood Ahmed | Independent, Non- Executive | 4 | 4 |
| Mr. Suryanarayana Murthy Krovi | Independent, Non- Executive | 4 | Number of meetings during the financial year 2024-25 4 |
| Mrs. Meena Bhushan Kerur | Non-Executive | 4 | 4 |
The primary objective of the Audit Committee is to monitor and provide effective supervision of the financial reporting process, to ensure accurate and timely disclosures with the highest level of transparency, integrity and quality.
All the Audit Committee members are financially literate and bring in expertise in the fields of finance, economics and management.
Currently, the Nomination and Remuneration Committee consists of the following members:
Mr. Maqsood Ahmed - Chairperson
Mr. Suryanarayana Murthy Krovi - Member
Mrs. Meena Bhushan Kerur - Member
The Meeting of Nomination and Remuneration Committee was held on 6th August 2024.
The composition of the Nomination and Remuneration Committee and the details of meetings attended by its members are given below:
| Name | Category | Number of meetings during the financial year 2024-25 | |
| Entitled to Attend | Attended | ||
| Mr. Maqsood Ahmed | Independent, Non- Executive | 1 | 1 |
| Mr. Suryanarayana Murthy Krovi | Non- Executive, Independent | 1 | 1 |
| Mrs. Meena Bhushan Kerur | Non-Executive | 1 | 1 |
Currently, the Stakeholders Relationship Committee consists of the following members:
Mrs. Meena Bhushan Kerur - Chairperson
Mr. Srikrishna Naik - Member
Mr. Suryanarayana Murthy Krovi - Member
The composition of the Stakeholders Relationship Committee and the details of meetings attended by its members are given below:
The Meeting of Stakeholders Relationship Committee was held on 14th February 2025.
| Name | Category | Number of meetings during the financial year 2024-25 | |
| Entitled to Attend | Attended | ||
| Mrs. Meena Bhushan Kerur | Non- Executive | 1 | 1 |
| Mr. Suryanarayana Murthy Krovi | Independent, Non- Executive | 1 | 1 |
| Mr. Srikrishna Naik | Managing Director, Executive | 1 | 1 |
The Company has implemented a vigil mechanism policy to deal with instance of fraud and mismanagement, if any. It provides for the directors and employees to report genuine concerns and provides adequate safeguards against victimization of persons who use such mechanism. The Policy on vigil mechanism may be accessed on the Companys website at the link: https://www.goldencarpets.com/policies.html. There were no complaints received during the year 2024-25.
The Company has generally complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), respectively issued by Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
The Company has timely paid listing fees for the financial year to BSE Limited where its shares are listed.
The information relating to remuneration of Directors and details of the ratio of the remuneration of each Director to the median employees remuneration and other details as required pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed. (Annexure- IV).
Pursuant to Rule 5(2) of the Companies (Appointment and Remuneration Managerial Personnel) Rule, 2014, there are no employees who are in receipt of remuneration of Rs. 1,02,00,000/- or more per annum or Rs. 8,50,000/- or more per month or were employed for a part of the year.
Your Company has not accepted any deposits as per Section 73 of the Companies Act 2013 from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.
During the financial year, there were no significant and material orders that
were passed by the regulators or courts or tribunals impacting the going concern status and the Company operations in future.
The Company has complied with the requirements about code of conduct for Board Members and Sr. Management Personnel. The said code of conduct is available on the website of the Company at https://www.goldencarpets.com/policies.html.
During the financial year under review, there was no one-time settlement done by the Company, accordingly disclosure with respect to difference in valuation and reasons thereof is not applicable.
There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.
The Directors of your Company are pleased place on record their appreciation of the co-operation and support extended by the Financial Institutions, Banks and various State and Central Government Agencies, invaluable contribution made by the Companys employees which made it possible for the Company to achieve these results.
They would also like to take this opportunity to thank customers, dealers, suppliers, business associates and valued shareholders for their continued support and encouragement.
Place: Hyderabad
Sd/- SRIKRISHNA NAIK
#DREnd#
[Pursuant to Regulation 34 read with Para B of Schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015]
The Directors of your Company are pleased to present the Management Discussion and Analysis Report for the financial year ended 31st March 2025.
The textile industry accounts for about 11 per cent of Indias manufacturing Gross Value Added (GVA). India is the sixth largest exporter of textiles and apparel and has a share of about 4 per cent of the global trade in this segment. The share of textiles and apparel, including handicrafts, in Indias total merchandise exports stood at about 8% in Financial Year 2024.
In 2024, the global economy navigated moderate growth amidst persistent inflationary pressures and geopolitical instability. A year marked by significant global elections, the immediate impact of which is evident, while long-term effects remain to be seen, added another layer of complexity. Monetary policy, particularly interest rate adjustments in major economies, remained a central focus. Emerging markets exhibited diverse performance, influenced by commodity markets and debt vulnerabilities. Trade tensions and supply chain disruptions continued to strain global commerce and investment, while geopolitical volatility persisted. This confluence of factors created a dynamic and uncertain economic landscape for businesses and policymakers worldwide.
Looking ahead, the global economy in 2025 is projected to grow at a modest but steady rate of 2.8%. While global inflation is expected to continue its downward trend, the pace of decline may vary across regions. Geopolitical tensions and trade uncertainties remain significant risks to the global outlook. A balanced policy approach?€”focused on structural reforms and strengthened multilateral cooperation?€”will be essential to manage these risks and support medium-term growth prospects.
Global GDP growth trend
| 2023 | 2024(E) | 2025(F) | 2026(F) | |
| World | 3.5 | 3.3 | 2.8 | 3.0 |
| Advanced Economies | 1.7 | 1.8 | 1.4 | 1.5 |
| US | 2.9 | 2.8 | 1.8 | 1.7 |
| Euro Area | 0.4 | 0.9 | 0.8 | 1.2 |
| Emerging market and developing economies | 4.7 | 4.3 | 3.7 | 3.9 |
| China | 5.4 | 5.0 | 4.0 | 4.0 |
| India (FY) | 9.2 | 6.5 | 6.2 | 6.3 |
Source: IMF World Economic Outlook. Apr25
Note: IMF forecasts in April were prior to some dilution of tariffs announced by the US E - Estimated F - Forecasted
India continues to be one of the fastest growing major economies. The Indian economy is estimated to have recorded a solid growth of 6.5% in FY 2024-25, on top of a strong 9.2% growth in the previous year. Private consumption expenditure accelerated during the year, whereas gross fixed capital formation decelerated.
Growth was slower in the first half of the year, with the election-related code of conduct slowing down public capex and heatwave incidences impacting consumption, along with the elevated food inflation. Growth recovered in the second half of the year.
Retail inflation eased from 5.4% in FY 2023-24 to 4.6% in FY 2024-25. Inflation fell below the 4%-mark in the last quarter of the fiscal, as food inflation declined substantially. This opened the space for policy rate cuts by the RBI; policy rate was cut by a combined 50 basis points in February and April 2025 meetings. Liquidity conditions that had tightened in early 2025 have eased with a slew of liquidity measures by the RBI.
Indias macroeconomic situation continues to be resilient with fiscal consolidation on track, a healthy level of foreign exchange reserves and current account deficit well within prudent levels. Merchandise exports stagnated in FY 2024-25 while services exports remained buoyant. Accordingly, despite a widening of merchandise trade deficit, the overall current account deficit is estimated to be contained.
India remains the worlds foremost producer and exporter of handmade carpets, leading in both volume and value. In FY 2023?€“24, exports totaled approximately US $1.39 billion, rising to around US $1.5 billion by March 2025, representing nearly 40% of global handmade carpet exports. Indian carpets reach over 70 countries, with key importers including the United States, Germany, United
Kingdom, Australia, Canada, South Africa, France, Italy, and Brazil. Indias historic tradition of craftsmanship, centered in major clusters such as Bhadohi/Mirzapur (UP), Rajasthan, Jammu & Kashmir, Telangana, Gujarat, and others, supports over 2 million artisans?€”mostly rural and women?€”working across a wide range of carpet types (Indo-Persian, silk, wool, Kilim, hand-tufted, etc).
Industry strategies now include digital customization, e-commerce platforms, and sustainable product lines. Government support through skill development, trade events such as ICE 2023, financial incentives and Geographic Indication protections complements the sectors strengths.
Indias carpet manufacturing segment significantly benefits from the countrys broader ambition to scale its textile sector to USD 350 billion by 2030, with exports expected to contribute USD 100 billion from a base of USD 33?€“39 billion in FY 2024?€“25. Though full-year FY 2024?€“25 carpet export figures are yet pending, export momentum aligns with sectoral growth trends.
The industry is backed by government support mechanisms including the expanding Production Linked Incentive (PLI) scheme, PM MITRA textile parks, proactive trade agreements (e.g. India-UK FTA eliminating textile tariffs), and focused duty rationalization efforts.
However, the carpet industry faces significant challenges such as adoption of outdated weaving technology, high fixed-cost structures, infrastructure gaps, and mounting competition from machine-made imports?€”especially from Turkey, which imposes high import duties on Indian origin carpets while Indias current duty structure is disproportionately favorable.
These constraints collectively exert pressure on operating margins. As the Company invests in automation, design innovation, strategic partnerships, and digital marketing, its performance trajectory remains tied to both domestic reforms and global trade dynamics.
Opportunities:
Expansion of PM MITRA Parks and PLI schemes aimed at improving infrastructure, reducing logistics costs, and supporting capacity expansion for textile manufacturers.
India targets US $100 billion in textile exports by 2030 (from ~US $35?€“39 billion currently), with strong demand for high-value handmade carpets and floor coverings.
Increasing demand for eco-friendly, natural fiber, and handcrafted carpets aligns with Indias traditional strengths in artisanal craftsmanship.
Increasing adoption of e-commerce platforms, digital design tools, and online customization enables direct access to global customers and niche interior segments.
Opportunities to expand into carpet tiles, luxury vinyl flooring, and custom floor coverings catering to hospitality, office, and commercial spaces.
Technological and Cost Disadvantages
Continued reliance on manual production and outdated machinery leads to lower productivity and higher fixed costs compared to global competitors using automated systems.
Export competitiveness is hampered by unequal tariff structures, such as high import duties on Indian carpets in Turkey (~46%) versus lower duties on machine-made imports into India (~20%).
Complex labor laws, infrastructure gaps, and fluctuating raw material prices increase operational uncertainty and reduce cost efficiency.
Slowing demand in key export markets (US, UK, EU), rising ESG compliance requirements, and exchange rate volatility pose risks to export volumes and profit margins.
With increase in raw material prices, Scarcity of wool fibers, Supply delays and discontinuity, the Indian manufacturers are not able to compete with other carpet producing countries and this has had an impact on the exports of the carpets from India.
The Company operates in single segments i.e. carpets business. Hence, The Business Segments reporting in accordance with Accounting Standard 17 Segment Reporting is not applicable.
The outlook for the Indian carpet and flooring industry remains positive, underpinned by sustained global demand, government support, and emerging opportunities in digital and sustainable manufacturing. India continues to be the worlds largest exporter of handmade carpets, commanding nearly 40% of global market share, and maintaining a stable growth trajectory. The sector is well-positioned to benefit from the governments broader vision to expand textile exports to US $100 billion by 2030, with carpets and floor coverings identified as a key value-added export segment.
The industry is expected to grow steadily over the medium term, with the Indian carpet market projected to reach US $4.17 billion by 2033, up from approximately US $2.55 billion in 2024, at a CAGR of 5.6%. The expansion is driven by rising demand for eco-friendly, artisanal, and customizable products, particularly in high-income markets like the United States, Europe, the UK, and newer geographies including Scandinavia and Latin America. The growing importance of sustainability and traceability in global sourcing is creating favorable conditions for Indian handmade carpets, which are perceived as ethical, durable, and environmentally friendly.
Domestically, increasing urbanization, rising disposable incomes, and evolving interior décor preferences are spurring demand for high-quality carpets, rugs, and flooring materials in residential and commercial sectors. At the same time, the governments initiatives?€”such as the PM MITRA Parks, PLI scheme expansion to textiles and MSMEs, and targeted investment in export clusters like Bhadohi and Mirzapur?€”are expected to enhance production capacity, reduce costs, and improve logistical efficiencies across the value chain.
However, the industry must navigate ongoing structural challenges, including technological gaps, high fixed costs, and trade-related asymmetries. While countries like Turkey and China continue to gain ground in machine-made carpets with automated production and aggressive pricing, Indias long-term competitiveness will depend on modernization, skill development, and adoption of digital technologies such as AI-enabled design, virtual customization, and direct-to-consumer (D2C) marketing.
Overall, the Company remains cautiously optimistic about the medium- to long-term prospects of the Indian carpet industry. By leveraging Indias artisanal heritage, aligning with sustainable manufacturing trends, and strengthening its presence in global and digital markets, the Company aims to capture emerging growth opportunities while mitigating structural and market-driven risks.
In line with the regulatory requirements, the Company has framed a Risk Management Policy to identify and access the key business risk areas and a risk mitigation process. A detailed exercise is being carried out at regular intervals to identify, evaluate, manage and monitor all business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.
In todays complex business environment, almost every business decision requires executives and managers to balance risk and reward. Effective risk management is therefore critical to an organizations success. Globalization with increasing integration of markets, newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations and integrated approach to risk management. Timely and effective risk management is of prime importance to our continued success. The sustainability of the business is derived from the following:
Identification of the diverse risks faced by the company.
The evolution of appropriate systems and processes to measure and monitor them.
Risk Management through appropriate mitigation strategies within the policy framework.
All these risks are continuously analyzed and reviewed at various levels of management through an effective information system.
The Company has implemented a comprehensive and well-structured internal control system that is aligned with the nature, scale, and complexity of its business operations. The system is designed to ensure efficiency in operations, compliance with applicable laws and regulations, and safeguarding of assets. It encompasses all critical business processes, including procurement, production, sales, finance, and human resources. The Company continuously monitors the effectiveness of these controls through regular management reviews.
The Company continues to have good and cooperative relationships with its employees. This positive environment helps improve employee performance and encourages them to work effectively with the Company.
The Company also ensures a safe and respectful working environment, with strict measures in place to prevent any kind of physical, verbal, or sexual harassment.
There have been no material changes in the key financial ratios or other financial parameters of the Company during the financial year, as compared to the previous year. The Company continues to maintain financial stability and operational consistency across all core performance indicators.
The statements made in this Management Discussion and Analysis report describing the Companys objectives, expectations, projections, estimates, or forecasts may constitute forward-looking statements within the meaning of applicable securities laws and regulations. These statements are based on certain assumptions and expectations of future events.
Actual results may differ materially from those expressed or implied due to various risks and uncertainties. Key factors that may impact the Companys performance include fluctuations in demand and supply conditions, availability and cost of working capital and raw materials, changes in government policies and regulatory environment, tax structures, and broader economic developments in India and across global markets.
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[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To
The Members
Golden Carpets Limited
8-2-596/5/B/1, Road No.10, Banjara Hills Hyderabad- 500034, Telangana, India
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Golden Carpets Ltd (CIN: L17220TG1993PLC016672) (hereinafter called as the Company). Secretarial Audit was conducted in a manner that provided us with a reasonable basis for evaluating the corporate conduct/statutory compliances and expressing our opinion thereon.
Based on our verification of the Golden Carpets Limited books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the Financial Year ended on 31st March 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March 2024 according to the provisions of:
The Companies Act, 2013 (the Act) and the rules made there under;
The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there under;
The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):
The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 -Not applicable to the Company during the Audit Period.
The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 notified on 28 October 2014- Not applicable to the Company during the Audit Period.
The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008- Not applicable to the Company during the Audit Period.
The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable to the Company during the Audit Period; and
The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not applicable to the Company during the Audit Period.
There are no other laws specifically applicable to the Company in view of the management.
We have also examined compliance with the applicable clauses of the following:
Secretarial Standards issued by The Institute of Company Secretaries of India with respect to Board and General Meetings.
The Listing Regulations - SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
During the period under review, the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:
We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice was given to all Directors at least seven days in advance to schedule the Board Meetings. Agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.
We further report that there are adequate systems and processes in the Company to commensurate with the size and operations of the Company to monitor and to ensure compliance with applicable laws, rules, regulations and guidelines.
Place: Hyderabad Date: 30th August 2025
Company Secretary FCS No. 9889; CP No. 16418
*This report is to be read with our letter of event date which is annexed as Annexure A and forms an integral part of this report.
To
The Members
Golden Carpets Limited
8-2-596/5/B/1, Road No.10, Banjara Hills Hyderabad- 500034, Telangana, India
Our Secretarial Audit Report for the financial year ended 31st March 2025 of even date is to be read along with this letter:
Maintenance of secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records.
The verification was done on a test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices that, we followed has provide a reasonable basis for our opinion.
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
Place: Hyderabad Date: 30th August 2025
Company Secretary FCS No. 9889; CP No. 16418
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We have audited the accompanying standalone financial statements of GOLDEN CARPETS LTD (the "Company"), which comprises the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date and a summary of significant accounting policies and other explanatory information (hereinafter referred to as the "standalone financial statements").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025 and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing ("SA"s) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include standalone financial statements and our auditors report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Companys financial reporting process.
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial control system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with the mall relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
As required by Section 143(3) of the Act, based on our audit we report that:
We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.
In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section133 of the Act.
On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164(2) of the Act.
With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.
With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:
The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements.
The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.
There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
(a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner what so ever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that there presentations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
The Company has not declared or paid any dividend during the year in contravention to the provisions of section 123 of the Companies Act, 2013.
As required by the Companies (Auditors Report) Order, 2020 (the "Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
Place: Hyderabad Date: 22-05-2025
S S Prakash Partner
UDIN: 25202710BMKWYR2312
(Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements section of our report to the Members of Golden Carpets Limited of even date)
We have audited the internal financial controls over financial reporting of GOLDEN CARPETS LIMITED (the "Company") as of March 31, 2025 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
The Management of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (the "ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Our responsibility is to express an opinion on the Companys Internal Financial Controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") issued by the ICAI and the Standards on Auditing prescribed under Section 143 (10) of the Companies Act, 2013, to the extent applicable to an audit of Internal Financial Controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of Internal Financial Controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.
A Companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control over financial reporting includes those policies and procedures that
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may be come inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2025, based on the criteria for internal financial control over financial reporting established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.
Place: Hyderabad Date: 22-05-2025
S S Prakash Partner
UDIN: 25202710BMKWYR2312
Report as required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013 (Refer to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report of even date) With reference to the Annexure A referred to in the Independent Auditors Report to the members of the Company on the financial statements for the year ended March 31, 2025, we report the following:
(a) (A) The Company has proper records related to full particulars including quantitative details and situation of Property, Plant and Equipment.
(B) The Company has proper records related to full particulars with respect to intangible assets held by the Company.
The Company has a program of verification to cover all the items of fixed assets in a phased manner which in our opinion is reasonable having regard to the side of the Company and the nature of its assets. Pursuant to the program certain fixed assets were physical verified by the management during the year. According to the information and explanations given to us no material discrepancies were noticed on such verification.
The Company has no immovable properties, which are not held in the name of the Company.
The Company has not revalued its Property, Plant and Equipment during the year. Therefore, the provisions of Clause (i)(d) of paragraph 3 of the order are not applicable to the Company.
No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder. Therefore, the provisions of Clause (i)(e) of paragraph 3 of the order are not applicable to the Company.
(a) In our opinion, physical verification of inventory has been conducted at reasonable intervals by the management and the coverage and procedure of such verification by the management is appropriate. No material discrepancies were noticed on such verification.
During any point of time of the year, the Company has not been sanctioned any working capital limits, from banks or financial institutions on the basis of security of current assets. Therefore, the provisions of Clause (ii) (b) of paragraph 3 of the order are not applicable to the Company.
During the year, the Company has not made any investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties. Therefore, the provisions of clause 3(iii) of the said Order are not applicable to the Company.
The Company has not made any loans, investments, guarantees and security on which provisions of section 185 and 186 of the Companies Act 2013 are applicable. Therefore, the provisions of clause 3(iv) of the said order are not applicable to the Company.
In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from public. Therefore, the provisions of Clause (v) of paragraph 3 of the order are not applicable to the Company.
As explained to us, the Central Government of India has not specified the maintenance of cost records under sub-section (1) of Section 148 of the Act for any of the products of the Company. Therefore, the provisions of Clause (vi) of paragraph 3 of the order are not applicable to the Company.
(a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income tax, Sales Tax, Wealth tax, Service tax, Duty of Customs, duty of Excise, Value Added Tax, GST, Cess and other statutory dues with the appropriate authorities to the extent applicable to it. There are no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, value added tax, Duty of Customs, Duty of Excise or Cess which have remained outstanding as at March 31, 2025 for a period of more than 6 months from the date they became payable.
According to the information and explanations given to us, the Company is not having the tax dues under dispute.
In our opinion and according to the information and explanations given to us, there is no any transactions not recorded in the books of account have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).
(a) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of any loan or other borrowings or any interest due thereon to any lender.
In our opinion and according to the information and explanations given to us, the Company has not been declared willful defaulter by any bank or financial institution or other lender.
In our opinion and according to the information and explanations given to us, the loans were applied for the purpose for which the loans were obtained.
In our opinion and according to the information and explanations given to us, there are no funds raised on short term basis which have been utilized for long term purposes.
In our opinion and according to the information and explanations given to us, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its Subsidiaries, Associates or Joint Ventures.
In our opinion and according to the information and explanations given to us, the Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.
(a) The Company has not raised money by way of initial public offer or further public offer (including debt instruments). Therefore, the provisions of Clause (x)(a) of paragraph 3 of the order are not applicable to the Company.
In our opinion and according to the information and explanations given to us, the Company has not made preferential allotment or private placement of shares during the year under section 42 and section 62 of the Companies Act, 2013.
(a) We have not noticed any case of fraud by the Company or any fraud on the Company by its officers or employees during the year. The management has also not reported any case of fraud during the year.
During the year no report under sub-section (12) of section 143 of the Companies Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.
As auditor, we did not receive any whistle-blower complaint during the year.
The Company is not a Nidhi Company. Therefore, the provisions of Clause (xii) of paragraph 3 of the order are not applicable to the Company.
As per the information and explanations received to us all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act where applicable, and the details have been disclosed in the financial statements, etc., as required by the applicable accounting standards. Identification of related parties were made and provided by the management of the Company.
The Company is not covered by section 138 of the Companies Act, 2013, related to appointment of internal auditor of the Company. Therefore, the Company is not required to appoint any internal auditor. Therefore, the provisions of Clause (xiv) of paragraph 3 of the order are not applicable to the Company.
The Company has not entered into any non-cash transactions with directors or persons connected with him for the year under review. Therefore, the provisions of Clause (xv) of paragraph 3 of the order are not applicable to the Company.
(a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
The Company has not conducted any Non-Banking Financial or Housing Finance activities during the year.
The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India.
As per the information and explanations received, the group does not have any CIC as part of the group.
The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.
On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, the auditors knowledge of the Board of Directors and management plans, we are of the opinion that no material uncertainty exists as on the date of the audit report that Company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.
There is no liability of the Company under the provisions of section 135 of the Companies Act, relating to Corporate Social Responsibility. Therefore, the provisions of Clause (xx) of paragraph 3 of the order are not applicable to the Company.
The Company has not made investments in subsidiary Company. Therefore, the Company does not require to prepare consolidated financial statement. Therefore, the provisions of Clause (xxi) of paragraph 3 of the order are not applicable to the Company.
Place: Hyderabad Date: 22-05-2025
S S Prakash Partner
UDIN: 25202710BMKWYR2312
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IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213,IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248, DP SEBI Reg. No. IN-DP-185-2016, BSE Enlistment Number (RA): 5016
ARN NO : 47791 (AMFI Registered Mutual Fund Distributor)
This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.