Kandagiri Spinning Mills Ltd Directors Report

DIRECTORS REPORT

Your directors hereunder submit their 49^thAnnual Report together with the audited accounts for the year ended March 31, 2025 (the year).

Performance Highlights	2024-25	2023-24
	(Rupees in Lakhs)
Revenue from Operations	195.73	150.31
Other Operating Income	-	-
Other Income	7.37	147.20
Total Turnover	203.10	297.51
Gross profit/(Loss) (i.e., Profit/(Loss) before interest, tax and depreciation)	(21.10)	85.40
Cash profit/(Loss) (i.e., Profit / (Loss) before depreciation and tax)	(44.89)	(147.57)
Profit/(Loss) before exceptional Item and tax	(79.28)	(176.74)
Exceptional Item:
Profit/(Loss) after exceptional Item (before tax) - PBT	(79.28)	(176.74)
Tax Expense:
Current Tax
- Current year
- Prior year withdrawal	-	-
Deferred tax	-	-
Profit/(Loss) after exceptional Item and tax - PAT	(79.28)	(176.74)
Earnings per share - basic and diluted Rs.	(2.06)	(4.59)

Dividend

In view of the loss incurred during the past years and erosion of networth, no dividend is recommended by your Board of Directors for the financial year 2024-25.

Retained Earnings

The current year loss of (Rs.79.28 lakhs) is added to the negative retaining earnings as at the beginning of the year of (Rs. 3809.48 lakhs) and the negative retained earnings as at the end of the year is (Rs.3888.76 lakhs).

Financial Performance with respect to Operational Performance:

During the financial year 2024-25, the Company continued yarn trading business and earned a revenue of Rs. 195.73 lakhs. The total income of the Company during the FY 2024-25 is Rs. 203.10 lakhs as against the previous year income of Rs. 297.51 lakhs. The Company has incurred loss after tax of (Rs. 79.28 lakhs) in the financial year 2024-25 as against the previous year loss after tax of (Rs. 176.74 lakhs). The reduction in loss for the year 2024-25 is mainly because of waiver of interest of Rs 100 lakhs on unsecured loans by the promoter Director.

During the financial year 2024-25, out of the remaining windmill land available with Companys possession of around 1.96 acres, Company had sold 1.15 acre of windmill land for a sale consideration of Rs 6.91 lakhs and the proceeds were utilized for operational requirements of the Company.

The promoter Directors of the Company had brought in funds by way of unsecured loans/fixed deposits for operational requirements of the Company and to settle the liabilities of the Company.

The Corporate guarantee and security created (over the Companys land and building situated at Udayapatti, Salem-636140) in favour of CSB Bank Ltd for securing the credit facilities of M/s Sambandam Spinning Mills Limited was released on 18.09.2024.

Promoters Shares Acquisition and Open Offer/Takeover by Akshayam Creations LLP:

On 03.02.2025, Share Purchase Agreement (SPA) was executed between Promoters of the Company and Akshayam Creations LLP ("Acquirer") for acquisition of entire 24,99,509 (64.93%) equity shares of existing Promoters in the Companys shareholding at a price of Rs.16/- per equity share, which triggered Open offer under regulation 3(1) and 4 of Securities Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

After obtaining requisite approvals from SEBI on 17^th April, 2025, Acquirer made Open offer for acquisition of 10,00,805 (26%) equity shares from public shareholders of the Company at a price of Rs 25/- per equity share during the period from 7^th May, 2025 to 21^st May, 2025, by filing Letter of Offer (LOF) with SEBI and also sending LOF to all the Public Shareholders of the Company. The Open Offer was completed on 26^th May, 2025 by acquisition of 1000 (0.03%) equity shares of the Company by the Acquirer from the Public shareholders.

As per the terms of SPA, the promoters of the Company had transferred their 23,28,721 (60.76%) equity shares to Akshayam Creations LLP in different tranches on 24.04.2025, 04.07.2025 and 15.07.2025. The shares of deceased promoter shareholder is yet to be transferred to Acquirer after completion of transmission of shares to the legal heirs. All the required filings/intimations/disclosures to Stock Exchanges under SEBI regulations were duly made by the Company and the promoters.

Change of Management and Control of the Company - Resignation of Existing Directors and Appointment of new Directors on the Board:

As per the terms of Share Purchase Agreement executed on 03.02.2025 between the Promoters and Acquirer "Akshayam Creations LLP", except the Non-Executive Director of the Company Sri S. Sivakumar, who is also partner of Acquirer Akshayam Creations LLP, the other existing Promoter Directors/KMPs of the Company viz., Managing Director Sri R. Selvarajan, Non- Executive Directors Sri S. Devarajan and Dr A. Sarayu and Chief Financial Officer Sri S. Vijay Shankar and Chairman and Non-Executive Independent Director CA S. Elangovan resigned from their position of Directors/KMPs of the Company on 08.08.2025. The Partners of Akshayam Creations LLP viz., Mr. S. Sivakumar (Non-Executive Director) appointed as Managing Director, Mr. Adinarayana Sripathy Kumar appointed as Chairman and Additional Director (Non-Executive) and Mr. Manoj Kumar Maurya appointed as Additional Director (Non-Executive) and Chief Financial Officer of the Company on 08.08.2025.

Reclassification of Public and Promoter shareholders

The existing promoters of the Company (except Mr. S. Sivakumar, Ms. S. Swetha and Ms. S. Balamani) is reclassified as Public and Akshayam Creations LLP is classified as Promoter and all the partners of Akshayam Creations LLP viz., Mr. S. Sivakumar (existing promoter shareholder), Mr. Manoj Kumar Maurya and Mr. Adinarayana Sripathy Kumar and Mr. Balasubramanian Prabhakaran are classified as Promoter group pursuant to Open offer as per the provisions of sub-regulation (10) and sub-regulation (5) of regulation 31A of SEBI (Listing Obligations and Requirements) Regulations, 2015. Also, the existing deceased promoter shareholders is reclassified as Public as per the provisions of sub-regulation (6) of regulation 31A of SEBI (Listing Obligations and Requirements) Regulations, 2015.

The above reclassification is exempted from the requirements of approvals from stock exchanges and shareholders of the Company as per the above referred provisions of regulation 31A of SEBI (LODR) Regulations, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry structure and developments and future outlook:

During the financial year 2024-25, the Company continued to carry out yarn trading business and generated revenue. There was steep decrease in yarn selling price during the year and yarn sales had to be made at a lower price to sustain the competitive market conditions. The Company is receiving moderate volume of orders for value added counts. The market is expecting significant growth due to the increasing demand for textiles in developing economies. This trend is driven by the expanding middle class population in these regions, leading to a rise in consumer spending on textiles. Fashion trends continue to influence the textile market, with consumers seeking innovative and unique textiles for their clothing and home decor needs. Following almost three years of slump in demand and rising production costs, Textile Industry is looking at gradual market improvement and better performance in the years to come.

(b) Strategies and Future plans

The company has generated goodwill and brand image in yarn trading business. The Board of Directors hope to continue to use these advantages by continuing trading business. As earlier informed, as a change in Management and Takeover, the partners of Akshayam Creations LLP took the Board positions on 08.08.2025 and the Board of Directors is also exploring new business in the coming years and exploring various possibilities for settling the outstanding liabilities and revival of the Company in the near future.

(d) Risks and Concerns

Your Company has devised risk management policy which involves identification of the business risks as well as the financial risks, its evaluation, monitoring, reporting and mitigation measures. The Audit Committee and Board of Directors of the Company periodically review the risk management policy of the Company so that management controls the risk through properly defined network. Head of Departments are responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and the Audit Committee. The details of risk management mechanism and key risks faced by the Company are enumerated in the risk management policy. Risk management policy is uploaded in the companys website www.kandagirimills.com.

(e) Internal control systems

The Company has in place a well established internal control procedures. Necessary checks and balances have been instituted for timely correction with an effective internal audit system.

(f) Human resources management

Employees are your companys most valuable resource. Your Company continues to create a favourable environment at work place.

(g) Corporate Social Responsibility

The CSR provisions became inapplicable to the Company and accordingly, the CSR Committee was dissolved by the Board with effect from 18.06.2020. There is no CSR obligation for the Company for the FY 2024-25 in accordance with the provisions of section 135 of the Companies Act, 2013. Accordingly, requirement of CSR disclosure in required format is not applicable for the Company

(h) Change in Key ratios

Details of significant changes on following ratios (i.e., changes if 25% or more as compared to immediately previous financial year

	FY 2024-25	FY 2023-24	change	change %
a. Debtors turnover ratio	208	350	(142)	(40.57)
b. Inventory turnover ratio	-	-	-	-
c. Interest coverage ratio	(0.89)	0.37	(1.26)	(340.54)
d. Current ratio	0.28	0.44	(0.16)	(36.36)
e. Debt equity ratio	(0.64)	(0.66)	0.02	3.03
f. Operating profit margin %	(0.28)	37.41	(37.69)	(100.75)
g. Net profit margin %	(40.50)	(117.58)	77.08	65.56
h. Return on net worth %	0.03	(6.69)	6.72	(115.46)

Explanations

(i) Debtors Turnover ratio : Due to better collection of receivables.

(ii) Interest Coverage Ratio : Due to increase in unsecured loans by Directors.

(iii) Current ratio : Due to decrease in current assets and due to loss incurred.

(iv) Operating profit margin and Net profit margin : Net loss is reduced during this year mainly because of waiver of interest on unsecured loan of Director.

(v) Return on Net worth : Due to continuous loss and continuous erosion of networth

Annual Return

Annual Return in the prescribed Form MGT-7 has been placed in the Companys website www.kandagirimills.com

Number of Board Meetings

Four Board Meetings were held during the year under review and the gap between two meetings did not exceed one hundred and twenty days. The said meetings were held on May 27, 2024, August 08, 2024, November 9, 2024 and January 11, 2025. The necessary quorum was present for all the meetings. The Directors attendance for the Board meetings is as shown hereunder:

	Attendance of Directors to the Board Meetings held
	27.05.2024	08.08.2024	09.11.2024	11.01.2025
CS S. Gnanashekaran*	Y	Y	NA	NA
CA S. Elangovan	Y	Y	Y	Y
Sri R. Selvarajan	Y	Y	Y	Y
Sri S. Devarajan	Y	No	Y	Y
Sri S. Sivakumar	Y	Y	Y	Y
Dr. A. Sarayu	Y	Y	Y	Y
CS Nattery Srinivasan Poornima*	NA	No	No	Y

* CS S. Gnanashekaran retired with effect from 10.08.2024.

Retirement due to completion of tenure.

* CS Nattery Srinivasan Poornima appointed at the Board Meeting held on 08.08.2024

Establishment of Vigil Mechanism

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. The policy has been uploaded on the Companys web site under the web link: http://www.kandagirimills.com/investors/ksml2014-wbp.pdf

Declaration by Independent Directors

Independent directors of the Company have submitted a declaration that each of them meets the criteria of independence as provided in sub-section (6) of Section149 of the Act. Further, there has been no change in the circumstances which may affect their status as Independent director during the year.

The Board of Directors of the Company is of the opinion that the existing Independent Directors and the Independent Directors proposed for appointment/reappointment possess integrity, expertise and experience including the proficiency.

Compliance with Secretarial Standards

The Company has adhered compliance on applicable Secretarial Standards.

Secretarial Audit Report

The Company appointed M/s KUVS & Associates, Practising Company Secretary as Secretarial Auditors, to conduct Secretarial Audit particularly with reference to compliance with Companies Act, 2013, and relevant SEBI Regulations for the financial year 2024-25. The report of the Secretarial Audit for the financial year 2024-25 in FORM MR-3 is annexed to this report and forms part of this report.

Mandatory Committees of the Board

Audit Committee

Audit Committee as on 31^st March, 2025 comprises of three members viz, CA S. Elangovan, Independent Director as Chairman, CS Nattery Srinivasan Poornima, Independent Director and Dr. A. Sarayu, Non-Executive Director as Members. During the FY 2024-25 CS S. Gnanashekaran, Independent Director, who was a member of Audit committee retired on 10.08.2024 and CS Nattery Srinivasan Poornima appointed as Independent Director and member of Audit Committee on 08.08.2024. During the year, four Audit Committee meetings were held on May 27, 2024, August 08, 2024, November 9, 2024 and January 11,2025.CA S. Elangovan, Independent Director and Dr. A. Sarayu, Non-Executive Director attended all the four meetings. Independent Director CS S. Gnanashekaran, attended two out of two meetings eligible to attend [i.e., on 27.05.2024 and 08.08.2024]. CS Nattery Srinivasan Poornima attended one out of two meetings eligible to attend [i.e., on 11.01.2025]. Further, during this year all the recommendations of the Audit Committee have been accepted by the Board.

Nomination and Remuneration Committee

Nomination and Remuneration Committee as on 31^st March, 2025 comprises of three members viz, CS Nattery Srinivasan Poornima, Independent Director as Chairman, CA S. Elangovan, Independent Director and Dr. A. Sarayu, Non-Executive Director as Members. During the FY 2024-25, CS S. Gnanashekaran, Independent Director, who was a member of Nomination and Remuneration Committee retired on 10.08.2024 and CS Nattery Srinivasan Poornima appointed as Independent Director and member of Nomination and Remuneration Committee on 08.08.2024. During the year, one Nomination and Remuneration committee meeting was held on 08.08.2024 and Chairman and all the members of the Committee attended the meeting.

Stakeholders Relationship Committee

Stakeholders Relationship Committee as on 31^st March, 2025 comprises of three members viz, CA S. Elangovan, Independent Director as Chairman, Sri R. Selvarajan, Managing Director and Dr. A. Sarayu, Non-Executive Director as Members. During the FY 2024-25 CS S. Gnanashekaran, Independent Director, who was Chairman of Stakeholders Relationship committee retired from the Board and Committee on 10.08.2024 and CA S. Elangovan, Independent Director appointed as Chairman of Stakeholders Relationship Committee w.e.f 10.08.2024. During the year, four Stakeholders Relationship meetings were held on May 27, 2024, August 08, 2024, November 9, 2024 and January 11, 2025.Sri R. Selvarajan, Managing Director and Dr. A. Sarayu, Non-Executive Director attended all the four meetings. Independent Director CS S. Gnanashekaran, attended two out of two meetings eligible to attend [i.e., on 27.05.2024 and 08.08.2024]. Independent Director CA S. Elangovan, attended two out of two meetings eligible to attend [i.e., on 09.11.2024 and 11.01.2025].

Policy of Directors Appointment and Remuneration

Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered under Nomination and Remuneration Policy and it is available in the web-link of the Company http://www.kandagirimills.com/investors/ksml2015-nrp.pdf. Further, information about elements of remuneration package of individual directors is provided in the Annual Return in prescribed form MGT-7 uploaded in the Companys website www.kandagirimills.com.

Independent Auditors Report and secretarial Auditors Report

The Independent Auditors report and Secretarial Auditors report contains qualified opinion with respect to Material uncertainty related to going concern, the explanation is provided as follows:

Though the Company incurred loss of Rs 79.28 lakhs and erosion in networth for the year ended March 31,2025, your Directors continued their effort to overcome the losses. As a part of measure, your Directors continued to do the yarn trading business and also exploring new business in the coming years. The promoters also started infusing funds and assured to contribute additional funds as and when necessary. Considering the above, the Board of Directors deem it fit to continue adoption of Going Concern Concept in preparation of the financial statements although the Statutory auditors have qualified their opinion with respect to the same.

The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013.

Particulars of Employees

The information required under section 197 of the Act and rules made there-under, in respect of employees of as shown below:

(a) Employed throughout the year and in receipt of remuneration aggregating to Rs.1,02,00,000 or more - Nil

(b) Employed for part of the year and in receipt of remuneration of Rs.8,50,000 or more per month - Nil Note : Remuneration includes salary and value of perquisites and nature of employment is contractual.

Managerial Remuneration

Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with subsequent amendments thereto is annexed with this report and forms part of this report.

Related Party Transactions

Transactions entered with related parties have been explained in Form AOC -2 annexed with this report and forms part of this report. Further, Policy on dealing with Related Party Transactions has been uploaded on the Companys website, under the web link: http://www. kandagirimills.com /investors/ksml2014-rptp.pdf

Board Evaluation

In accordance with the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 read with "Guidelines on Board Evaluation issued by SEBI vide its Circular dt. January 5, 2017, In the separate meeting of the Independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated taking into account the views of executive directors and nonexecutive directors.

The same was discussed and noted by the Board at the next Board Meeting followed the meeting of the Independent directors. Further, Board carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 read with "Guidelines on Board Evaluation issued by SEBI vide its Circular dt. January 5, 2017,

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, effectiveness of the Board processes, information and functioning etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc. The Independent Directors were evaluated without the presence of the director getting evaluated.

Independent Director CS Nattery Srinivasan Poornima is proposed for reappointment as stated in AGM notice.

Exemptions from certain regulations of SEBI (LODR) Regulations, 2015

Since the Companys paid-up capital is less than Rupees Ten crores and networth is less than rupees twenty five crores, the regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulations, 2015 are not applicable to the Company. Accordingly, report on Corporate Governance Report is not provided.

Deposits

There is no Outstanding/fresh deposits accepted from the shareholders) covered under Chapter V of the Act and the same has been furnished herein below:-

i. Deposits at the beginning of the year on 01^st April, 2024 : NIL

ii. Deposits Accepted from shareholders during the year (2024-25) : NIL

iii. Deposits repaid during the year (2024-25) : NIL

iv. Deposits outstanding at the end of the financial year on 31^st March, 2025 : NIL

v. Remained unpaid or unclaimed as at the end of the year : NIL

vi. Any default in repayment of deposits or payment of interest thereon during the year : NIL

Company has duly complied with the provisions of section 73 of the Companies Act, 2013 read with relevant rules with respect to fixed deposits.

The following are the details of deposits accepted/renewed from the Directors:

i. Deposits at the beginning of the year on 01^st April, 2024 : Rs. 1411.27 lakhs

ii. Deposits accepted from Directors during the year (2024-25) : Rs 27.48 lakhs

iii. Deposits repaid during the year (2024-25) : Rs 1227.07 lakhs

iv. Deposits outstanding at the end of the financial year on 31^st March, 2025 : Rs.217.68 lakhs

v. Remained unpaid or unclaimed as at the end of the year : NIL

vi. Any default in repayment of deposits or payment of interest thereon during the year : NIL

Details of Unsecured loans of Directors:

i. Unsecured Loans at the beginning of the year on 01^st April, 2024 : Rs. 400.00 lakhs

ii. Unsecured Loans accepted from Directors during the year (2024-25) : Rs 1180.00 lakhs

iii. Unsecured Loans repaid during the year (2024-25) : Nil

iv. Unsecured Loans outstanding at the end of the financial year on 31^st March, 2025 : Rs.1580.00 lakhs

v. Remained unpaid or unclaimed as at the end of the year : NIL

vi. Any default in repayment of deposits or payment of interest thereon during the year : NIL

Cost Audit Report

The total income of the Company for the FY 2023-24 is Rs. 1.50 crore which is below Rs. 35 crore and accordingly the company did not come under the purview of both maintenance of cost records and audit of cost records for the FY 2024-25. Further, the total income of the Company for the FY 2024-25 is Rs. 1.96 crores which is below Rs. 35 crore and accordingly the company will not come under the purview of both maintenance of cost records and audit of cost records for the FY 2025-26.

Directors

On the recommendation of Nomination and Remuneration committee and Board of Directors of the Company, at the 48^th AGM of the Company, the shareholders had approved the appointments /reappointments of the following Directors as detailed below:

(i) Reappointment of retiring Director - Non-Executive Director Sri S. Devarajan by way of passing of Ordinary Resolution

(ii) Reappointment of Managing Director Sri R. Selvarajan for a period of one year from 01.10.2024 to 30.09.2025 by way of passing of Special Resolution

(iii) Appointment of Additional Director (Non-executive) Sri S. Sivakumar as Non-Executive Director, liable to retire by rotation by way of passing of Ordinary Resolution

(iv) Reappointment of CA S. Elangovan as Non-Executive Independent Director of the Company, not liable to retire by rotation for a second term of one year from 28.09.2024 to 27.09.2025 by way of passing of Special Resolution

(v) Appointment of CS Nattery Srinivasan Poornima as Non-Executive Independent Director of the Company for a first term of one year from 08.08.2024 to 07.08.2025 by way of passing of Ordinary Resolution. On the recommendation of Nomination and Remuneration Committee, CS Nattery Srinivasan Poornima was appointed by the Board of Directors as an Additional Director (Non-Executive, Independent) at the Board Meeting held on 08.08.2024.

During the FY 2024-25, Chairman and Independent Director CS S. Gnanashekaran retired from the position of Board of Directors on 10.08.2024 due to completion of his tenure of Directorship. CA S. Elangovan was appointed as the Chairman of the Company with effect from 10.08.2024.

At the 44^th AGM of the Company held on 23.09.2020, with the approval of shareholders Dr. A. Sarayu was appointed as Non-Executive Director of the Company, liable to retire by rotation.

Appointment of New Directors and Resignation of existing Directors/KMPs as per the share Purchase Agreement executed between Promoters of the Company and the Akshayam Creations LLP ("Acquirer) and Change of Management and Control:

As per the terms of Share Purchase Agreement executed on 03.02.2025 between the Promoters and Acquirer "Akshayam Creations LLP", except the Non-Executive Director of the Company Sri S. Sivakumar, who is also partner of Acquirer Akshayam Creations LLP, the other existing Promoter Directors/KMPs of the Company viz., Managing Director Sri R. Selvarajan, Non- Executive Directors Sri S. Devarajan and Dr A. Sarayu and Chief Financial Officer Sri S. Vijay Shankar and Chairman and Non-Executive Independent Director CA S. Elangovan resigned from their position of Directors/KMPs of the Company on 08.08.2025. The Partners of Akshayam Creations LLP viz., Mr. S. Sivakumar (Non-Executive Director) appointed as Managing Director, Mr. Adinarayana Sripathy Kumar appointed as Chairman and Additional Director (Non-Executive) and Mr. Manoj Kumar Maurya appointed as Additional Director (Non-Executive) and Chief Financial Officer of the Company on 08.08.2025.

The above appointments of Directors were approved by the Board of Directors at their meeting held on 08.08.2025 on the recommendation of Nomination and Remuneration Committee.

Further, on the recommendation of Nomination and Remuneration, Board of Directors has recommended for the following appointments of Directors/KMPs and placed the requisite resolutions in the notice of 49^th AGM of the Company before the members for their approval

(i) Appointment of Mr. S. Sivakumar as Managing Director of the Company for a period of three years from 08.08.2025 to 07.08.2028 on such remuneration as stated in the resolution

(ii) Appointment of Mr. Adinarayana Sripathy Kumar as Chairman and Non-Executive Director of the Company, liable to retire by rotation

(iii) Appointment of Mr. Manoj Kumar Maurya as Whole-time Director and Chief Financial Officer of the Company for a period of three years from 08.08.2025 to 07.08.2028 on such remuneration as stated in the resolution.

Appointment/Reappointment of Independent Directors:

On the recommendation of Nomination and Remuneration, Board of Directors by way of passing of circular resolutions dated 01.08.2025 had recommended for reappointment of CS Nattery Srinivasan Poornima as a Non-Executive Independent Director of the Company for a second term of one year from 08.08.2025 to 07.08.2026, not liable to retire by rotation and placed requisite resolution in the notice of the 49^th AGM of the Company for members approval.

On the recommendation of Nomination and Remuneration committee, Board has appointed CA R. Raveendran as an Additional Director (Non-Executive, Independent) of the Company with effect from 08.08.2025 to hold office upto the ensuing 49^th AGM of the Company. Further, on the recommendation of Nomination and Remuneration committee, Board has recommended for appointment of CA R. Raveendran as a Non-Executive Independent Director of the Company to hold office for first term from 08/08/2025 to till the conclusion of 50^th Annual General Meeting of the Company, not liable to retire by rotation and included the resolution in the notice of 49^th AGM for members approval.

Companys Code of Conduct applicable to the board has been adopted by the board and all directors of the company have confirmed compliance with the Code of Conduct.

Key Managerial Personnel

MD and CFO didnt receive any remuneration during the financial year 2024-25.

Auditors

At the 46^th AGM of the Company held on 24-09-2022, the members appointed M/s Krishnen & Associates, Chartered Accountants (Firm registration No: 018163S) as Statutory Auditors of the Company for conduct of Statutory Audit of the Company for five consecutive years from the financial year 2022-23 to financial year 2026-27.

Statutory Auditors M/s Krishnen & Associates, Chartered Accountants had tendered their resignation as Statutory Auditors of the Company with effect from 13.08.2025 due to their preoccupation with other personal and professional commitments.

On the recommendation of Audit Committee, Board of Directors at their meeting held on 13^th August, 2025 have appointed M/s SSAL & Associates, Chartered Accountants (Firm registration No: 021621S) as the Statutory Auditors of the Company with effect from 13.08.2025 to till the conclusion of 49^th Annual General Meeting of the Company to fill the casual vacancy caused by the resignation of M/s Krishnen & Associates, Chartered Accountants, subject to approval of the members in the ensuing (49^th) AGM of the Company.

Further, on the recommendation of Audit Committee, Board of Directors at their meeting held on 13^th August, 2025 have recommended for appointment of M/s SSAL & Associates, Chartered Accountants (Firm registration No: 021621S) as the Statutory Auditors of the Company for a term of five years to hold office from the conclusion of 49^th AGM of the Company to the conclusion of 54^th AGM of the Company to be held in the year 2030 and placed requisite resolutions in the notice of the ensuing (49^th) AGM of the Company for members approval.

Statutory Auditors M/s SSAL & Associates, Chartered Accountants (Firm registration No: 021621S) have confirmed their eligibility and willingness for their appointment as per the provisions of section 141 of the Companies Act, 2013 and relevant rules framed thereunder. As per the provisions of SEBI (LODR) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note 41 of the notes to the Standalone financial statements.

Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has set up a Committee for addressing issues related to women.

During the financial year 2024-25, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follows:

a. Number of complaints of Sexual Harassment received in the year : Nil

b. Number of Complaints disposed off during the year : Nil

c. Number of Cases pending for more than ninety days: Nil

Performance of Associate Company

Your Company has an associate M/s SPMM Healthcare Services Private Limited within the meaning specified under Section 2 (6) of Companies Act, 2013. M/s SPMM Healthcare services private Limited has recorded a total revenue of Rs. 327.07 lakhs during the year 2024-25 as against Rs. 300.62 lakhs in the previous year 2023-24 and profit after tax of Rs. 17.25 lakhs during the year 2024-25 as against Rs. 10.31 lakhs in the previous year 2023-24. A separate statement containing the salient features of the financial statement of the associate in FORM AOC -1 has also been annexed with this report as per the requirements of provisions of section 129 of the Companies Act, 2013 and forms part of this report.

Significant and Material Orders passed by the Courts or Tribunals impacting the Company : NIL

Material Changes and Commitments during the year, if any, occurred between the end of the year and the date of this report

Except promoters share acquisition and Open offer/Takeover by Akshayam Creations LLP and Change in management of the Company and reclassification of public and promoter shareholders as stated in page no: 22 of Directors report, there were no other material changes and commitments between the end of the period under review and the date of this report which could have an impact on the Companys operation in the future or its status as a "going concern".

Conservation of energy, technology absorption, Research and development and foreign exchange earnings and outgo: NIL

Credit rating of securities

The necessary to obtain credit rating does not arise to the Company during the year under review.

Designated Person for Significant Beneficial Ownership

Pursuant to the Companies (Management and Administration) 2^nd Amendment Rules, 2023, Ms. J. Asifa, Company Secretary of the Company shall be responsible for furnishing and extending cooperation for providing information to the Registrar of Companies or any other authorised officer with respect to beneficial interest in shares of the Company.

General Disclosures

• There is no proceeding initiated or pending under the Insolvency and Bankruptcy Code, 2016

• There was no instance of onetime settlement with any Bank or Financial Institution

• Thecompliance attracting the provisions of Maternity Benefit Act, 1961 did not arise during the year

Annexures to this Report

The following are the annexures to this report

1. Directors Responsibility Statement in Annexure 1

2. Statement containing salient features of the financial statement of associate company (Form AOC - 1) in Annexure 2

3. Form AOC - 2 in Annexure 3

4. Secretarial Audit Report (Form MR-3) in Annexure 4

5. Particulars of Remuneration in Annexure 5

6. MD/CFO Certification in Annexure 6

Cautionary Note

Statements in the Directors report and the Management discussion and analysis describing the Companys objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results might differ materially from those either expressed or implied in the statement. Important factors that could influence the Companys operations include global and domestic economic conditions, government regulations, tax laws, economic developments within the country and other related factors such as litigation and industrial relations.

Acknowledgement

Directors of your Company record their sincere appreciation of the dedication and commitment of all employees. Your directors thank the Management, Shareholders, Customers, Suppliers, Bankers and other stakeholders for their continued support during the year. The directors of your company thank Central/State Governments and other government agencies for their support and look forward to their continued support in future.

	For and on behalf of the Board
Salem	Adinarayana Sripathy Kumar
August 13, 2025	Chairman
	(DIN : 00593797)