Man Industries (India) Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 37^th Annual Report of your Company along with the Audited Accounts of the Company for the financial year ended March 31,2025.

FINANCIAL HIGHLIGHTS / RESULTS:

(^ in Lakhs)

Particulars	For the financial year 2024-25	For the financial year 2023-24
Profit before Depreciation	22,877	20,906
Less: Depreciation	4,327	6,048
Profit Before Tax	18,550	14,858
Exceptional Item (Loss)	-	-
Less: Taxation	4,838	3,883
Profit after Tax	13,712	10,974
Add: Other Comprehensive Income (net of tax)	452	119
Total Comprehensive Profit	14,164	11,094
Add: Profit brought forward	84,135	74,762
Total profit available for appropriation	98,299	85,856
APPROPRIATIONS:
Adjustment of Income Tax (Earlier year)	(81)	(52)
Share issue Exp	-	(467)
Dividend Paid	-	(1202)
Balance carried to Balance Sheet	98,218	84,135

RESULTS OF OPERATIONS:

During the year under review, net sales and other income for the standalone entity increased to ^ 3,20,425 lakhs from ^ 3,14,631 lakhs in the previous year with an increase of 1.84%. The operating profit (PBDIT) witnessed an increase of 10.73% from ^ 29,612 lakhs in 2023-24 to ^ 32,789 lakhs in 2024-25. However, profit after tax (PAT) showed an increase of 24.95% at ^ 13,712 lakhs from ^ 10,974 lakhs in the previous year.

TRANSFER TO RESERVES:

During the year under review, no amount has been transferred to the General Reserve.

DIVIDEND:

The Board of Directors has not recommended dividend for the FY 2024-25.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Companies Act, 2013 ("the Act") and the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 which will be filed with the Registrar of Companies/MCA, can be accessed on the website of the Company i.e. www.mangroup.com.

SUBSIDIARY COMPANIES:

The Company is having Six Subsidiary Companies falling under the purview of Section 2(87) of the Companies Act, 2013. In accordance with Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on their performance and financial position is presented below:

Sr. No. Name of the Subsidiary Companies	Performance
1. Merino Shelters Private Limited (Incorporated in India)	During the year 2024-25, the Company achieved a Total Income of ^36,860.27 Lakhs compared to ^3.92 Lakhs in the previous year. The Loss After Tax is ^3099.28 Lakhs compared to Loss of ^598.31 Lakhs in the previous year.
2. Man Overseas Metal DMCC (Incorporated in UAE)	The Company achieved a net profit of AED 192.19 Lakhs during the financial year 202425 as compared to net profit of AED 52.73 Lakhs in the previous year
3. Man USA Inc (Incorporated in USA)	The net revenue during the financial year 2024-25 of the Company stood at USD Nil as compared to USD Nil in the previous year.
4. Man Offshore and Drilling Limited (Incorporated in India)	During the year 2024-25, the Company achieved Revenue from Operations of ^173.96 Lakhs compared to Nil in the previous year. The Loss After Tax is ^54.39 Lakhs compared to Loss of ^25.35 Lakhs in the previous year.
5. Man Stainless Steel Tubes Limited (Incorporated in India)	During the year 2024-25, the Company achieved Revenue from Operations of ^87.10 Lakhs compared to ^9.96 Lakhs in the previous year. The Loss After Tax is ^264.23 Lakhs compared to Loss of ^125.36 Lakhs in the previous year.
6. Man International Steel Industries Company (Incorporated in Saudi Arabia)	During the year 2024-25, the Company incurred a loss of SR 5643.

In accordance with proviso to Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Companys Subsidiaries in Form AOC-1 is attached to the financial statements of the Company and forms part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company and its Subsidiaries for the financial year ended March 31,2025, prepared in accordance with the Companies Act, 2013 and Ind AS-110 on Consolidated Financial Statements form part of this Annual Report and same shall also be laid in the ensuing Annual General Meeting in accordance with the provisions of Section 129(3) of the Companies Act, 2013.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Standalone and Consolidated Financial Statements of the Company along with the documents required to be attached thereto and separate financial statements in respect of its subsidiary companies are available on its website i.e. www.mangroup.com and are also available for inspection at its Registered Office.

DIRECTORS & KMPs:

There is no Director liable for rotation at the forthcoming Annual General Meeting.

Mrs. Renu Purshottam Jalan (DIN: 08076758), Mr. Narendra Mairpady (DIN: 00536905) and Mr. Rabi Bastia (DIN: 05233577) act as Independent Directors and they have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("SEBI LODR").

During the financial year under review, Mrs. Heena Vinay Kalantri resigned as the Non-Executive Director of the Company w.e.f. the closing business hours of March 31,2025. The Board placed on record its sincere appreciation for the valuable guidance and support extended her during her tenure as a Non-Executive Director of the Company.

Mr. Sanjay Kumar Agrawal, Chief Financial Officer and Key Managerial Personnel resigned from the Company on January 8, 2025. The Board appreciated the valuable guidance and services provided by Mr. Sanjay Kumar Agrawal during his tenure as Chief Financial Officer of the Company.

Based on the recommendation of the Nomination & Remuneration Committee and Audit Committee, the Board of Directors at their meeting held on January 18, 2025 had appointed Mr. Sandeep Kumar as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from January 18, 2025.

BOARD EVALUATION:

Provisions of Section 134(3), 149(8) and Schedule IV of the Companies Act, 2013 read with Regulation 4(2)(f)(9) of the SEBI LODR, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and Individual Directors. The annual evaluation process of the Board of Directors, its Committees and the Individual Directors including the Chairman of the Company was carried out in the manner prescribed by the Companies Act, the guidance note on Board Evaluation issued by SEBI and as per the Corporate Governance requirements prescribed by SEBI LODR.

A structured questionnaire was circulated for reviewing the functioning and effectiveness of the Board, its Committees, the Individual Directors including the Chairman of the Company. All the directors participated in the evaluation survey. The evaluation criterion for the Directors was based on their participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their capacity as members of the Board. Responses were analyzed and the results were subsequently discussed by the Board. Recommendations arising from the evaluation process was considered by the Board to optimize its effectiveness.

NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2024-25, 7 (Seven) Board Meetings of the Company were held on May 15, 2024, May 28, 2024, August 12, 2024, November 12, 2024, November 21,2024, January 18, 2025 and February 12, 2025.

COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee comprises of Mr. Narendra Mairpady, Mrs. Renu Jalan, Independent Directors and Mr. Nikhil Mansukhani, Managing Director of the Company. The Company Secretary is the Secretary to the Committee. There has not been any instance during the year when recommendations of the Audit Committee were not accepted by the Board of Directors.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs):

In terms of Regulation 25(7) of the SEBI LODR and the Companies Act, 2013, the Company is required to conduct the Familiarization Programme for Independent Directors (IDs) to familiarize them about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various initiatives. Directors are made aware of the significant news developments and highlights from various regulatory authorities viz. Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), etc.

The Directors are regularly apprised about their roles, rights and responsibilities in the Company from time to time as per the requirements of the SEBI LODR with the Stock Exchanges and Companies Act, 2013 read together with the Rules and Schedules thereunder. The policy and details of familiarization programme imparted to the Independent Directors of the Company is available at www.mangroup.com.

DIVIDEND DISTRIBUTION POLICY:

Your Company has a Dividend Distribution Policy, in compliance with the SEBI LODR. The Policy is available on the Companys website https://mangroup.com/codes-and-policies/ in terms of the Policy, equity shareholders of the Company may expect dividend if the Company has surplus funds after taking into consideration relevant internal and external factors enumerated in the Policy for declaration of dividend.

NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of the Nomination and Remuneration Committee has framed and adopted a policy for selection and appointment of Director, Key Managerial Personnel, Senior Management Personnel and their remuneration pursuant to the provisions of the Companies Act, 2013 and the SEBI LODR, 2015.

The salient features of the Policy are:

a. Appointment and remuneration of Director, Key Managerial Personnel and Senior Management Personnel.

b. Determination of qualifications, positive attributes and independence for appointment of a Director (Executive/Non- Executive/Independent) and recommendation to the Board matters relating to the remuneration for the Directors, Key Managerial Personnel and Senior Management Personnel.

c. Formulating the criteria for performance evaluation of all Directors.

d. Board Diversity

The Companys policy inter-alia, on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under the Act is available on the website of Company at www.mangroup.com.

DIRECTORS RESPONSIBILITY STATEMENT:

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind AS are prescribed under Section 133 of the Companies Act, 2013 (the Act), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. The Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

The directors confirm that:

• In preparation of the annual accounts for the financial year ended March 31,2025, the applicable accounting standards (except Ind AS-110) have been followed.

• They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

• They have taken proper and sufficient care towards 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.

• They have prepared the annual accounts on a going concern basis.

• They have laid down internal financial controls, which are adequate and are operating effectively.

• They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

The Company has an independent Internal Audit Department assisted by external professionals for assessing and improving the effectiveness of internal financial control with reference to financial statements and governance. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY:

As a part of initiative under "Corporate Social Responsibility" (CSR), the Company has contributed funds towards promotion of health care, cleanliness and sanitation education, women empowerment, environmental sustainability and rural welfare programs. CSR

activities were undertaken by the Company all over India including in and around plant locations that is Anjar, Gujarat; Pithampur, Madhya Pradesh and Mumbai where the Head office of the Company is located.

A brief outline of the CSR policy of the Company and the details of activities/initiatives taken by the Company on CSR during the year as per annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure A to this Report. The said policy is available on the website of the Company atwww.mangroup.com¹.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosures Requirement) Regulation, 2015, the Business Responsibility and Sustainability Report, for the Financial Year 2024-25, describing the initiatives taken by the Company from the environmental, social and governance perspective, is enclosed as Annexure B to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

In accordance with the provisions of Section 134(3)(g) read with Section 186(4) of the Companies Act, 2013, the particulars of loans given, investments made, guarantees given and securities provided, if any, have been disclosed in the financial statements.

VIGIL MECHANISM:

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI LODR the Company has adopted a Whistle Blower Policy to provide a mechanism to its directors, employees and other stakeholders to raise concerns about any violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company.

The Policy allows the whistleblowers to have direct access to the Chairman of the Audit Committee in exceptional circumstances and also protects them from any kind of discrimination or harassment. The Whistle Blower Policy of the Company can be accessed on the Companys website www.mangroup.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(f) & and other applicable regulations read with Schedule V of SEBI LODR is presented in a separate section and forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT:

A separate Report on Corporate Governance along with a certificate from the Secretarial Auditors of the Company confirming the compliance of the conditions of Corporate Governance by the Company as required under Para E of Schedule V to the SEBI LODR is annexed hereto and forms an integral part of this Report.

DEPOSITS:

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as Deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

RISK MANAGEMENT:

The Company has a risk management framework for the identification and management of risks. The Company has been following the processes and procedures for assessment and mitigation of various business risks associated with the nature of its operations and such adaptation has helped the Company to a very large extent. In line with the requirement under the SEBI LODR, the Company has constituted a Risk Management Committee (RMC) comprising of members of the Board. The composition of RMC is provided in the Corporate Governance Report, which forms part of this Report. RMC is entrusted with the responsibility of overseeing strategic, operational and financial risks that the organisation faces, along with the adequacy of mitigation plans to address such risks. The ultimate responsibility for framing, implementing and monitoring the risk management plan for the Company lies with the Board of Directors.

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INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board of Directors has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems; work performed by the Internal, Statutory and Secretarial Auditors and External Consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board of Directors are of the opinion that the Companys internal financial controls with reference to the financial statements were adequate and effective during the financial year 2024-25.

AUDITORS AND THEIR REPORTS:

(A) STATUTORY AUDITORS:

M/s. A Sachdev & Co., Chartered Accountants (Firm registration number: 001307C) were appointed as the Statutory Auditors of the Company in the 34^th Annual General Meeting (AGM) of the Company held on September 29, 2022 to hold office for a period of five years from the conclusion of the 34^th AGM till the conclusion of the 39^th AGM of the Company.

Auditors report, qualifications and explanation:

No frauds have been reported by the Statutory Auditors during the financial year 2024-25 pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

However, the Statutory Auditors have made the following observations/qualifications in their Consolidated Audit Report for the wholly owned subsidiary, M/s. Man Stainless Steel Tubes Limited as under:

(i) Para 3(9)(d): According to the information and explanations given to us and the procedures performed by us, and on an

overall examination of the financial statements of the company, we report that the company has used funds raised on short term basis aggregating to ^ 97.68 Crores for long-term purposes due to the bank term loan disbursement was delayed.

(ii) Para 3(13): We observed that transactions as listed in Table A below were not approved by the Audit Committee as the Audit committee was formed on 13^th October, 2024.

(iii) Para 3(17): According to the information and explanations given to us and on the basis of the records examined by us, the

company has incurred cash losses amounting to ^ 205.64 Lakhs in the financial year under audit. The company had also incurred cash losses of ^83.02 Lakhs in the immediately preceding financial year.

Table A :

Name of the related parties	Nature of the transection	Amount Involved (^ In Lakhs)	Subsequently ratified by Audit Committee. (^ In Lakhs)
Man Industries (India) Limited	Service expense	270.00	90.00
Man offshore and Drilling Limited	Rent Income	1.50	0.75
Man Finance Private Limited	Rent Expense	18.00	18.00

As required under Section 134(3)(f) of the Companies Act, 2013, the Board provides its explanation/justification in respect of the above observations as under: ⁽ⁱ⁾

(i) The subsidiary is implementing capital project, and it used short term funds in to long term use as temporary bridge funding due to delay in disbursement of bank term loans.

(ii) All the related party transactions are at arms length and are duly ratified by the Audit Committee formed in October, 2024.

(iii) The subsidiary being in startup phase incurred Losses in the current financial year.

(B) SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s Mayank Arora & Co., Practicing Company Secretaries as Secretarial Auditor of the Company for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended March 31,2025 is set out in Annexure C to this Report.

The remarks mentioned in said Secretarial Audit Report is self-explanatory. However, the Company is still in the process of finding a suitable candidate for the position of Director.

Further, as per Regulation 24A of SEBI (Listing Obligations and Disclosures Requirement) Regulation, 2015, the Board hereby recommends the appointment of M/s Mayank Arora & Co., Practicing Company Secretaries, as Secretarial Auditor for a period of five years from the conclusion of the 37^th AGM till the conclusion of the 42^nd AGM of the Company.

(C) COST AUDITORS:

As per the requirement of Section 148(1) of the Act read with Rules made thereunder, your Company is required to maintain cost accounts and records.

Accordingly, your Company has maintained cost accounts and records for financial year 2024-25 as applicable for its product range.

During the year under review, the Company filed the Cost Audit Report for the financial year 2023-24 with the Registrar of Companies, Mumbai, within the prescribed statutory timelines.

Upon recommendation of the Audit Committee, the Board has re-appointed M/s. M.P. Turakhia & Associates, (Firm Registration Number 000417) as Cost Auditor of your Company for financial year 2025-26 at a remuneration of 1,25,000/- (Rupees One Lakh Twenty-Five Thousand only) per annum plus out-of-pocket expenses and taxes, as applicable. The Act mandates that the remuneration payable to the Cost Auditor is ratified by the Shareholders.

Accordingly, a Resolution seeking Shareholders ratification of the remuneration payable to the Cost Auditors for the financial year 2025-26 is included in the Notice convening the ensuing Annual General Meeting.

SECRETARIAL STANDARDS OF ICSI:

The Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Particulars of employees and related disclosures as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure D to this Report.

A statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Rule 5 (2) & 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure E and forms an integral part of this Report.

The above Annexure is not being sent along with this Annual Report to the Members of the Company in line with the provision of Section 136 of the Companies Act, 2013. The aforesaid Annexure is available for inspection by Shareholders at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours (working days) of the Company.

DETAILS WITH RESPECT TO THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are set out in Annexure F to this Report.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year under review were on arms length basis and were in the ordinary course of the business. In compliance with the terms of the Policy on Related Party Transactions, no contracts,

arrangements or transactions were entered into by the Company with the Promoters, Key Managerial Personnel or other designated persons which would be considered materially significant and which may have potential conflict of interest with the company at large. The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board may be accessed on the Companys website www.mangroup.com.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure G to the Boards Report.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to provide a healthy environment to all its employees and has zero tolerance for sexual harassment at workplace. In order to prohibit, prevent and redress complaints of sexual harassment at workplace, it has constituted a Complaint Committee in line with the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place an Internal Complaints Committee (ICC) in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2024-25:

• Number of complaints received: 0

• Number of complaints disposed of: 0

• Number of cases pending for more than 90 days: 0

COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company has a policy in place to provide benefits as prescribed under the Maternity Benefit Act, 1961. During the year, no women employees requested maternity benefits. However, the Company remains fully committed to complying with the provisions of the Act and to supporting working mothers by ensuring a gender-inclusive and supportive workplace environment.

GENERAL PROVISIONS:

Safety, Health and Environment

During the year, the Company continued to focus on resource conservation and reduction in generation of hazardous wastes and enhanced its efforts to positively impact the environment in which it operates. All the manufacturing facilities and processes are subject to regular inspections and a Safety Audit is carried out meticulously at Anjar plant and preventive measures are taken to ensure high standards of safety. There have been regular trainings right from the employee induction stage and further on continual basis to reinforce safety habits by its employees. Your Company has taken adequate insurance cover for all its plants as well as for third party liabilities and continues to work towards the improvement of our environment, healthy and safe management system. The company has also been organizing the camps for Blood donation and also yoga trainings for its employees.

Human Resources and Industrial Relations

In your Company, employees continue to be the key driving force of the organization and remain a strong source of our competitive advantage. We believe in aligning business priorities with the aspirations of employees leading to the development of an empowered and responsive human capital.

Attracting, retaining and motivating employees and creating an environment that nurtures them to deliver their best have been a constant practice followed by your Company. Your Company continues to invest in training, refining its goal setting and performance evaluation processes through which employees can share best practices and seek support to drive change and improvement. Company remains committed to fostering a vibrant and inclusive workplace through robust employee engagement initiatives that drive holistic development. By organizing activities such as employee training, sports events, festival celebrations, wellness programs, and team-building workshops, aim to nurture a sense of community, boost morale, and enhance overall well-being. These efforts are designed to inspire employees to remain motivated, collaborative, and dedicated to achieving higher milestones, while also supporting their personal and professional growth.

Share Capital

As on March 31,2025, the share capital of the Company is as follows:

The Authorized Share Capital of the Company is ^40,00,00 000/- (Rupees Forty Crore Only) divided into 8,00,00,000 (Eight Crore) Equity Shares of ^5/- (Rupees Five Only) each.

The subscribed and paid-up share capital of your Company stands at ^32,36,75,940/- (Rupees Thirty Crore Five Lakhs Fifteen Thousand Two Hundred and Seventy-Five only) consisting of 6,47,35,188 equity shares of ^5/- (Rupees Five) each.

Your Companys equity shares are listed and traded on BSE Limited and National Stock Exchange of India Limited.

Insurance

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

Transfer of unpaid/unclaimed dividend to Investor Education and Protection Fund

The Company has transferred ^ 14,37,461/- to Investor Education and Protection Fund in relation to unpaid and unclaimed dividend amount pertaining to financial year 2016-17.

Disclosure

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year. RESIDUARY DISCLOSURES:

i. During the financial year 2024-25, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise. Hence, disclosure under Rule 4(3) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

ii. During the financial year 2024-25, the Company has not issued sweat equity shares to its employees. Hence, disclosure under Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

iii. During the financial year 2024-25, the Company has not issued shares under Employees Stock Option Scheme;

iv. During the financial year 2024-25, no significant or material orders have been passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its operations in future. Hence, disclosure under Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014 is not applicable;

v. During the financial year 2024-25, there have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report. Hence, disclosure under the provisions of Section 134(3)(l) of the Companies Act, 2013 is not applicable;

vi. During the financial year 2024-25, there has been no change in the nature of business of the Company. Hence, disclosure under Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014 is not applicable;

vii. During the financial year 2024-25, no Whole-Time Directors of the Company has received any commission from the Company, nor have they received any remuneration or commission from the subsidiary of the Company.

ACKNOWLEDGEMENTS

The Directors wish to acknowledge and place on record their sincere appreciation for the assistance and co-operation received from all the members, regulatory authorities, customers, financial institutions, bankers, lenders, vendors and other business associates.

The Directors also recognize and appreciate all the employees for their commitment, commendable efforts, teamwork, professionalism and continued contribution to the growth of the Company.

	For and on behalf of the Board
Place: Mumbai	R. C. Mansukhani
Dates: August 11, 2025	Chairman