Olympic Cards Ltd Directors Report

To the Members,

Your Directors present the Thirty Third Annual Report and Audited Statement of Accounts of the Company for the year ended 31^st March, 2025.

PERFORMANCE AT A GLANCE:

Rs. in Lakhs)

Particulars	Year ended 31st March, 2025	Year ended 31st March, 2024
Sales	940.89	1149.87
Other income	22.38	553.25
Financial Expenses	163.03	234.79
Depreciation	132.03	151.94
Profit/ (Loss) Before Tax	(449.41)	(114.92)
Less: Exceptional Items	-	-
Less: Extraordinary Items- Tax expenses:	-	-
a. Current Tax	-	-
b. Fringe Benefit Tax	-	-
c. Deferred Tax Liability	(10.35)	(12.40)
d. Income-Tax for earlier year	-	-
Profit/(Loss) after Tax	(439.06)	(102.52)
APPROPRIATIONS:
Transfer to General Reserve	Nil	Nil
Final Dividend proposed	Nil	Nil
Profit(Loss) for the year carried to Balance Shee Earning Per Share-Basic and Diluted per	t (439.06)	(102.52)
Share of face value of 10/- each	- 2.69	- 0.63

DIVIDEND

In view of absence of Profit in the Financial year 2024-25, the Board of Directors has not recommended Dividend for the financial year 2024-25(Previous Year - Nil).

TRANSFER TO RESERVES:

The total Reserves and Surplus as on March 31, 2025 is (1499.37)Lakhs. (Previous Year: (1060.31) Lakhs. Transfer to Reserve for the year is NIL.

BUSINESS OPERATIONS:

There was a gross income of 963.27 Lakhs during the year under review (previous year- 1703.12 Lakhs). The depreciation for the year under review amounted to 132.03 Lakhs as against 151.94 Lakhs in the corresponding period of the previous year. Loss Before Tax was 449.41 Lakhs during the year under review as against loss Before Tax of 114.92 Lakhs during the previous year. Similarly there was a loss of 439.06 Lakhs (After Tax) during the year under review as against a loss of 102.52 Lakhs (After Tax) during the previous year.

MARKET SCENARIO

Your Company is mainly involved in manufacturing and trading of Wedding Invitation Cards, Greeting Cards, Visiting Cards, Office Envelopes, Cloth-lined Covers, Student Notebooks, Account Books, Files, etc. Your Company is also involved in the trading of the items like Screen-Offset Inks. Small players in the nearby location where your company is situated are creating severe competition due to their less overheads and less taxes due to their small volume of business. The business of wedding and greeting cards Industry is drastically affected due to electronic means of invitations for all sorts of functions and occasions.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of the Company is contained in the "MANAGEMENT DISCUSSION AND ANALYSIS REPORT" that forms an integral part of this report. (Annexure -1).

MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT:

There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

ANNUAL EVALUATION OF BOARDS PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Guidance note on Board evaluation issued by SEBI vide its circular dated January 5, 2017, the annual performance evaluation of its Board, the directors individually and Committees of the Board, viz. Audit and Nomination and Remuneration Committee has been carried out.

The Board and the committee were evaluated on various criteria as stated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the Board and Committee.

4. Effective conduct of Board and Committee meetings.

5. Monitoring by the Board management effectiveness in implementing strategies, managing risks and achieving the goals.

The Board also carried out the evaluation of directors and Chairman based on the following:

1. Attendance at the meetings.

2. Understanding and knowledge of the entity.

3. Maintaining confidentiality ofthe entity.

4. Maintaining confidentiality of Board discussion.

5. Maintaining independent judgment in the decisions of the Board.

EXTRACT OF ANNUAL RETURN:

The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies(Management and Administration) Rules, 2014, is available on companys website and can be accessed at www.oclwed.com

DIRECTORS AND KEY MANAGEMENT PERSONNEL:

In accordance with Section 152 of the Companies Act, 2013 Mrs. S. Jarina (DIN: 00269434) will retire by rotation at the ensuing Annual General Meeting. She being eligible offers herself for reappointment. The subject forms part of the Ordinary Business in the Notice of the 33^rd Annual General Meeting.

Mr. Alagarsamy Uthandan (DIN:07847682) who was appointed as an Independent Director and who holds office of Independent Director upto 9^th June, 2026 and being eligible, is proposed to be reappointed as Independent Director of the company not liable to retire by rotation for a second term of 5 (five) consequent years with effect from 10^th June, 2026 upto 9^th June, 2031 on the Board of the company.The subject forms part of the Special Business-Special Resolution in the Notice of the 33^rd Annual General Meeting.

Mr. K.Meyyanathan, Independent Director (DIN:07845698) resigned on his personal grounds with effect from 30^th September, 2024. Mr. N. Sridharan (DIN:01476574) was appointed as an Independent Director for a period of five years with effect from 6^th November, 2024 in the ExtraOrdinary General Meeting held on 6^th November, 2024.

The following persons were formally noted as the Key Managerial Personnel of the company in compliance with the provisions of Section 203 ofthe Companies Act, 2013:

1. Mr. N. Mohamed Faizal, Managing Director/Chief Executive Officer

2. Mr.R. Dhanasekharan, Chief Financial Officer

3. Dr.S.Kuppan, Company Secretary & Compliance Officer

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from each Independent Director of the Company under Section 149 (7) of Companies Act, 2013 that the Independent Directors of the company meet with the criteria of their Independence laid down in Section 149 (6) of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

No employee of the Company was in receipt of remuneration during the financial year 2024-25 in excess of the sum prescribed under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

NUMBER OF MEETINGS OF BOARD:

The details of number of meetings of Board of Directors are included as a part of Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The Board met five times on 29^th May, 2024; 14^thAugust,2024; 13^th October, 2024; 14^th November, 2024 and 14^th February, 2025.

BOARD MEETINGS

Name	Date of Meeting 29.05.2024	Date of Meeting 14.08.2024	Date of Meeting 13.10.2024	Date of Meeting 14.11.2024	Date of Meeting 14.02.2025
Mr.N.Mohamed Faizal	Attended	Attended	Attended	Attended	Attended
Mrs. S. Jarina	Attended	Attended	Attended	Attended	Attended
Mr. Alagarsamy Uthandan	Attended	Attended	Attended	Attended	Attended
Mr.K. Meyyanathan (till 30.09.2024)	Attended	Attended
Mr.N. Sridharan (from 06.11.2024)	—	—	—	Attended	Attended

AUDIT COMMITTEE MEETING

Name	Date of Meeting 29.05.2024	Date of Meeting 14.08.2024	Date of Meeting 14.11.2024	Date of Meeting 14.02.2025
Mr K.Meyyanathan (till 30.09.2024)	Attended	Attended	—	—
Mr N.Sridharan (from 06.11.2024)	—	—	Attended	Attended
Mr. Alagarsamy Uthandan	Attended	Attended	Attended	Attended
Mr.N.Mohamed Faizal	Attended	Attended	Attended	Attended

NOMINATION AND REMUNERATION COMMITTEE MEETING

Name	Date of Meeting 14.08.2024	Date of Meeting 27.09.2024	Date of Meeting 14.02.2025
Mr K.Meyyanathan (till 30.09.2024)	Attended	Attended	-
Mr.N. Sridharan (w.e.f.06.112024)	-	-	Attended
Mr. Alagarsamy Uthandan	Attended	Attended	Attended
Mrs. S. Jarina,	Attended	Attended	Attended

STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING

Name	Date of Meeting
	14.02.2025
Mr .Alagarsamy Uthandan	Attended
Mr. K. Meyyanathan (Till 30.09.2024)	—
Mr. N. Sridharan (From 06.11.2024)	Attended
Mr.N.Mohamed Faizal	Attended

COMPOSITION OF COMMITTEES OF BOARD;

Currently the Board has the following Committees: Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Internal Complaints Committee and Whistle Blower Committee.

The Composition & Activities are as follows:

Name of the Committee	Composition of the . committee met	Highlights of duties, responsibilities & Activities
Audit Committee	Mr.K. Meyyanathan (Independent Director) - Chairman (Till 30.09.2024).	The Audit Committee was mandated with the same Terms of Reference specified in the relevant provisions of the Companies Act 2013, Regulations) of the SEBI (LODR) Regulations 2015.
	Mr.N. Sridharan (Independent Director) - Chairman (From 06.11.2024)	The Audit committee is responsible for overseeing the Company’s financial reporting process, reviewing the quarterly/half-yearly/ annual financial statements, reviewing with the management the financial statements and adequacy of internal audit function, recommending the appointment/re-appointment of statutory auditors and fixation of audit fees, reviewing the significant internal audit findings/related party transactions, reviewing the Management Discussion and Analysis of financial condition and result of operations and also statutory compliance issues.
	Mr.Alagarsamy Uthandan, Member.	The Committee acts as a link between the management, external and internal auditors and the Board of Directors of the Company.
	Mr. N. Mohammed Faizal, (Managing Director), Member
	The Committee met 4 times on 29th May, 2024; 14thAugust,2024; 14th November, 2024; and 14th February, 2025.
NOMINATION AND REMUNERATION COMMITTEE	Mr.K. Meyyanathan (Independent Director) - Chairman (Till 30.09.2024).	REMUNERATION POLICY: To fix salary allowances and other perks to senior level personnel as and when appointed by the Company. The Remuneration Policy of the Company for the managerial personnel is based on the performance potential and performance of the individual/personnel.
	Mr.N. Sridharan (Independent Director) - Chairman (From 06.11.2024)
	Mr.Alagarsamy Uthandan, Member.
	Mrs.S. Jarina, Director, Member. The Committee met three times on 14.08.2024; 27.09.2024 and 14.02.2025	CEO/CFO CERTIFICATION by Mr. N. Mohamed Faizal, Managing Director & Chief Executive Officer and Mr. R. Dhanasekharan, Chief Financial Officer as required under SEBI (LODR) Regulations 2015 was placed before the Board at its meeting held on 28th May,2025.
Internal Compliant Committee	Mr. Alagarsamy Uthandan, (Independent Director) Chairman.	To consider & redress complaints of employees & sexual harassment of Women Employees.
	Mr.K.Meyyanathan (Independent Director) - Member(Till 30.09.2024)
	Mr.N.Sridharan (Independent Director) - Member(From 06.11.2024)
	Mrs.S.Jarina, Woman Director-Member
	No. of Meetings : Nil No. of complaints Received/disposed:Nil
Whistle Blower Committee	Mr.Alagarsamy Uthandan, Chairman.,	This provides adequate safeguards against victimisation of Directors) employees or any other person.
	Mrs. S. Jarina, Woman Director. No. of Meetings : Nil
Stakeholders Relationship Committee	Mr.K. Meyyanathan (Independent Director) - Chairman (Till 30.09.2024).	The company has a Stakeholders Relationship Committee, which meets according to the necessity. The shares received are usually transferred within a period of 10 to 15 days from the date of receipt, subject to their validity.
	Mr.N. Sridharan (Independent Director) - Chairman (From 06.11.2024)	Investors are eligible to file their nomination against shares held under physical mode.
	Mr. Alagarsamy Uthandan, Member.	The facility of nomination is not available to non-individuals shareholders such as societies, trust, bodies corporate, karta of Hindu Undivided Families and holders of Power of Attorney.
	Mr. N. Mohammed Faizal, (Managing Director), Member	Investors are advised to avail this facility, especially investors holding securities in single name, to avoid the process of transmission by law.
	The Committee met one time on 14.02.2025.	Investors holding shares held in electronic form, the nomination has to be conveyed to the relevant Depository participants directly, as per the format prescribed by them.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at workplace (Prevention, Prohibition, Redressal) Act, 2013. No. of complaints received/disposed: Nil

POLICIES OF THE BOARD:

WHISTLE BLOWER POLICY:

WHISTLE BLOWER POLICY (POLICY ON VIGIL MECHANISM)

As per Section 177(9) of the Companies Act, 2013 read with relevant Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a vigil mechanism overseen by the Audit Committee. The Policy ensures that while discrimination will be meted out to any person for a genuinely raised concern. This has been uploaded in the Company’s website. No complaint under this facility was received in the financial year 2024-25. There has been no change to the Whistle Blower Policy adopted by the Company during FY 2024-2025.

REMUNERATION POLICY:

The Remuneration Policy of the Company for the managerial personnel is based on the performance potential and performance of the individual/personnel.

Criteria for payment of Remuneration to Non-Executive Directors (Pursuant to Part-D Schedule II (1) of SEBI (LODR) Regulation 2015.

The Non-Executive Directors will be paid sitting fees for attending the Board and Committee Meetings as per the stipulations in the Act, and the Articles of Association of the company and as recommended by the Nomination and Remuneration Committee. Different scales of sitting fee may be fixed for each category of the directors and type of meeting. However, the fees payable to the Independent Directors and Woman Directors shall not be lower than the fee payable to other categories of directors.

In addition to this, the travel and other expenses incurred for attending the meetings are to be met by the Company. Subject to the provisions of the Act and the Articles of Association, the Company in General Meeting may by special resolution sanction and pay to the Directors remuneration not exceeding 1 % of the net profits of the Company computed in accordance with the relevant provisions of the Act. The company shall have no pecuniary relationship or transactions with any Non-Executive Directors except Mrs. S. Jarina, Women Director.

SALIENT FEATURES OF REMUNERATION POLICY:

In accordance with the Nomination and Remuneration Policy salient features of the Nomination and Remuneration Committee are given below:

1. The Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a Director.

2. The Committee shall identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

3. Recommend to the Board appointment and removal of Director(s), KMP and Senior Management Personnel.

4. The Board shall carry out evaluation of performance of every Director, Managerial Person, KMP and Senior Management Personnel at regular intervals.

5. The Remuneration, Compensation and commission, etc. to the Managerial Person and KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The Remuneration, Compensation and commission, etc. shall be subject to prior/post approval of the shareholders of the Company and Central Government wherever required.

RISK MANAGEMENT POLICY:

The Company has Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage.

RELATED PARTY TRANSACTION POLICY

The Policy regulates all transactions between the Company and its related parties.

INSIDER TRADING POLICY:

The Policy provides the framework in dealing with Securities of the Company.

AUDITORS AND THEIR REPORT:

The term of the appointment of M/s. Elias George & Co., Chartered Accountants, having (FRN: 000801S) Chartered Accountants who was appointed till the conclusion of the Annual General Meeting 2024 for auditing the books of accounts has ended on the date of the Annual General Meeting. M/s. Subramanian & Associates, Chartered Accountants (ICAI Firm Registration No. 012360S) were appointed for a period of five years in the AGM of 2024 as the Statutory Auditors on the expiry of the term of appointment of M/s. Elias George & Co., Chartered Accountants, (FRN: 000801S)

AUDIT QUALIFICATIONS AND IMPACT - REPLY BY MANAGEMENT:

Modified Opinion(s) in the Audit Report: modified opinion by the auditors. There have been audit qualifications on the financial statements of the Company. Managements replies provided in the Directors Report.

Mr. S. Senthilnathan is the Internal Auditors of the Company.

COST AUDIT

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) amendment rules, 2014, the Companys product does not fall under the purview of Cost Audit.

SECRETARIAL AUDIT:

Pursuant to Section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. M. Keerthana, Practicing Company Secretary, M.No.63005 (COP No.26186) to undertake the Secretarial Audit ofthe Company for Financial Year 2024-25.

The Secretarial Audit Report was placed before the Board and their observations are shown in the Secretarial Audit Report. (Annexure-II).

PUBLIC DEPOSITS

The Company has not accepted deposits during the year and therefore no public deposits fallen due for payment and claimed but not paid as on 31^st March, 2025. The total amount of deposit outstanding as at 31^st March, 2025 was Nil.

Annexure

Statement of Impact of Audit Qualifications for the Financial Year ended March 31,2025

(See Regulation 33 of the SEBI (LODR)Regulations, 2015)

SI. No. Particulars	Audited Figures (as reported before adjusting for qualifications)	Adjusted Figures (as reported before adjusting for qualifications)
1 Turnover/Total Income	963.27	963.27
2 Total Expenditure	1412.68	1412.68
3 Net Profit/(Loss)(before taxation)	-449.41	•449.41
4 Earnings Per Share (in Rupees)	-2.69	-2.69
5 Total Assets	4497 01	4497.01
6 Total liabilities	4497 01	4497.01
7 Net Worth	131.5	131.5

Any other financial item(s) (as felt appropriate by the 8 Management)

II Audit Qualification (each audit qualification separately)

a. Details of Audit Observations Our Audit procedures included request for direct confirmations of balances of customers, suppliers and loan from related parties to verify the balances owed to/by the company as at the year ended. However, we were not provided with the details to obtain such confirmations. As a result, we are unable to conclude whether adjustments to the balances shown thereunder are requIred. Total Balances as on 31.03.2025 of Trade receivables Rs.233.64 lakhs, Trade payables Rs.981.48 lakhs. Advance from customers Rs.237.97 lakhs. Advance to suppliers Rs 34.76 lakhs and loan from related parties rs.1159,88 lakhs.

b. Type of Audit Qualification Qualified opinion/Disclaimer opinion/ Adverse opinion QUALIFIED OPINION

c. Frequency of qualification :Whether appeared first time/repetitive/since how long continuing Since Last year

d. Tor Audit Qualifications where the impact Is quantified by the auditor, Management views Not Applicable

e. For Audit Qualifications where the impact is not quantified by the auditor. Management views (i) Managements estimation on the Impact Is not quantified by the auditor No Impact (ii) if Management is unable to estimate the impact, reasons for the same In Managements opinion, the balances are actually recelvable/payable (iii) Auditors comments on (i) or (II) above: In the absence of confirmations we cannot assess the possible effects of our qualification

SIGNIFICANT & MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. During the year, such controls were tested and no reportable material weaknesses in the operations were observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company did not give any Loan or Guarantee or provided any security or make investment covered under Section 186 ofthe Companies Act, 2013 during the year.

CORPORATE SOCIAL RESPONSIBILTY:

The requirements of compliance of Corporate Social Responsibility are not applicable to our company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

Particulars of contracts or arrangements with Related Parties referred in Section 188(1) of the Companies Act, 2013 is furnished in accordance with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 (Annexure-III).

FORMAL ANNUAL EVALUATION:

The Board has carried out the annual performance evaluation of its own performance and the Directors individually after taking into consideration inputs received from the Directors, covering various aspects on the Boards functioning such as adequacy of the composition of the Board and its Committees, performance of specific duties, obligations and governance.

The Performance evaluation of the Independent Directors was carried out by the entire Board and the Performance evaluation of the Managing Director and the Executive Director was carried out by the Independent directors at their meeting held on 14^th February, 2025.

The Directors expressed their satisfaction with the overall evaluation process. RATIO OF REMUNERATION TO EACH DIRECTOR:

The ratio of the remuneration of each director to the median remuneration of the employee of the Company for the financial year	Name of the Director	Ratio
	N. Mohamed Faizal (Managing Director)	2.44:1
The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.		(Rs. In Lakhs)				% increase
	Name	2024-25		2023-24
	N. Mohamed Faizal, Managing Director	6.00		6.00		Nil
	R.Dhanasekharan, Chief Financial Officer	4.68		4.68		Nil
	S. Kuppan, Company Secretary	4.20		4.20		Nil
The average increase in salary of Employees other than Managerial Personnel in 2024-25	-0.58
The percentage increase in the median remuneration of employees in the financial year	0.88
The number of permanent employees on the rolls of Company	38
The explanation on the relationship between average increase in remuneration and Company performance	The remuneration payable to the Key Managerial Personnel and the Managing Director(Whole-Time Director) are in accordance with the Industry and geographical standards, as per the remuneration policy of the company and based on their performance.
Comparison of the remuneration of the key Managerial Personnel against the performance of the Company	Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company in the period under review: Remuneration of KMP as a percentage of Revenue is : 0.87% Remuneration of KMP as a percentage of PBT: Negative PBT
Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage	Particulars 31.03.2025		31.03.2024		change
	Stock 3.70		2.71		36.53%

 

increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year	Market In crores)	6.03	4.42	36.43%
	EPS	-2.69	-0.63	-
	P/E

 

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	The average annual increase in the salaries of employees other than the managerial personnel across the organization: -0.96%
	Percentile increase in the managerial remuneration:
		(Rs. in Lakhs)		% increase
	Name	2024-25	2023-24
	N. Mohamed Faizal, Managing Director	6.00	6.00	Nil
	R. Dhanasekharan, Chief Financial Officer	4.68	4.68	Nil
	S. Kuppan, Company Secretary	4.20	4.20	Nil
	The remuneration payable to the Key Managerial Personnel and the Managing Director(Whole-Time Director) are in accordance with the Industry and geographical standards, as per the remuneration policy of the company and based on their performance.

 

The key parameters for any variable component of remuneration availed by the directors	There is no variable component in the remuneration paid to the directors
The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year	NIL
Affirmation that the remuneration is as per the remuneration policy of the company	Yes

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

Unpaid/unclaimed Amount transferred to IEPF during year. Nil.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required to be given as per Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed hereto and the same forms part of this Report. (Annexure -V)

REPORT ON CORPORATE GOVERNANCE

As required by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the auditors certificate on Corporate Governance is enclosed as Annexure-VI to the Boards Report. The Auditors Certificate for the financial year 2024-25 has qualified opinion and details are given in the Secretarial Audit Report.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief, and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013. The Directors confirm that

(a) In preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable Accounting Standards have been followed.

(b) 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 Loss of the Company for that period.

(c) 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.

(d) They have prepared the annual accounts on a going concern basis.

(e) They have laid down internal financial controls which are adequate and are operating effectively.

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

SUCCESSION PLANNING:

The Nomination and Remuneration Committee works with the Board on the succession plan and prepares for the succession in case of any exigencies.

NAMES OF TOP 10 EMPLOYEES OF THE EMPLOYEES IN TERMS OF REMUNERATION DRAWN (OTHER THAN KEY MANAGERIAL EMPLOYEES):

Sl.No. Name	Rs. Per Month
1. Mr. A.Mohamed Ali	44,000/-
2. Mr. SundaramurthyPonnuvel	39,000/-
3. Mr. D.MarudhuPandi	30,000
4. Mr. Raja M.R.	30,000/-
5. Mr. G. Jayakanthan	30,000/-
6. Mr. S .R.Sarasbabu	30,000/-
7. Mr. M. Kathirasan	26,560/-
8. Mr.Thameemmul Ansari AbulKasim	26,340/-
9. Mr. V.S. Ganshan	25,500/-
10. Mr. V. Ravindran	24,560/-

DUES TO SMALL, MEDIUM & MICRO ENTERPRISES:

Dues outstanding more than Rs. 1,00,000/- to Small, Medium and Micro Industrial Units:

1. ADWELL INTERNATIONAL PVT LTD	Rs. 3,74,639
2. RANI’S TRADING CENTRE	Rs. 22,85,975
3. WILSON GREETINGS PVT LTD	Rs. 1,10,317
	Rs. 27,70,931

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standards on meetings of the Board of Directors (SS-1), General Meetings (SS-2), Dividend (SS-3) and Report of Board of Directors (SS-4) issued by the Institute of Company Secretaries of India and approved by the Central Government.

LISTING FEES:

The Company confirms that it has paid the annual listing feesfor the year 2024-25 to BSE where shares of the company are listed.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the continued co-operation, support and assistance extended to the Company by the government of India, Government of Tamil Nadu, Company’s Bankers and the shareholders. Your Directors also place on record their appreciation for the continued and dedicated performance and commitment by Officers and staff of the Company.

For and on behalf of the Board

Place: Chennai	N. MOHAMED FAIZAL (DIN:00269448),
Date: 14th August, 2025	CHAIRMAN
	S. JARINA (DIN: 00269434),
	WOMAN DIRECTOR