Patspin India Ltd Directors Report

To the Members,

Your Directors present the 34^th (Thirty Fourth) Boards Report together with the Audited Statement of Accounts for the year ended 31^st March 2025.

1. FINANCIAL RESULTS

The financial highlights of your Company for the year ended 31^st March 2025 are summarized as follows:

	FY 2024-25	FY 2023-24
Revenue from Operations	48.83	49.47
EBITDA	0.58	1.81
Finance cost	7.41	7.55
Depreciation	2.96	3.15
Profit / (Loss) before Tax, before exceptional items	(9.79)	(8.90)
Exceptional Items:
- Profit on sale of Assets	-	2.25
Profit / (Loss) before tax	(9.79)	(6.65)
Other Comprehensive Income (net of Tax)	(0.22)	0.07
Total Comprehensive loss for the year	(10.01)	(6.58)

2. FINANCIAL PERFORMANCE

Absence of Working capital facilities, pending restructuring of debts of the company by the bankers and challenging market conditions for Indian Textiles Industry due to Geo political situation led to Liquidity stress. Consequent to this, the company continues to carry out job work activity during the year under review, where the revenues from Job work covers only variable cost.

The Revenue from Job work operations for FY 202425 was marginally lower at 48.83 Cr as against 49.47 Cr recorded in the previous year. EBITDA for the year was at 0.58 Cr. as against 1.81 Cr achieved in FY 2023-24. Finance Cost for FY 2024-25 was also lower at 7.41 Cr as against 7.55 Cr of previous year. Net loss in FY 2024-25 was higher at 9.79 Cr as against Lower Loss at 6.65 Cr(after reckoning 2..25 Cr Profit on sale of Companys Mumbai office) in FY 2023-24.

3. PROPOSAL TO RESUME OWN MANUFACTURING OPERATIONS

During FY 2024-25, due to geo political situation (long drawn Ukraine War, Red Sea issue), higher inflation, slowdown of global economy (especially major markets such as US,EU), higher raw material (raw cotton) prices and raising interest rates have impacted the demand situation of Indian Textiles Industry severely. Consequently, the company continue to operate on Job work / Contract manufacturing during FY 202425 also. Since the revenue from Job work is covering only the variable expenses with available cash flows the company could service interest on working capital term loan (WCTL) up to Aug23 and paid quarterly WCTL installments up to 30.09.2023. Subsequently on 20.12.2024, the Promoters have advanced unsecured loan to the company of Rs 14.58 Cr to regularize overdue to its bankers. Accordingly, the company has serviced WCTL quarterly instalment up to 30.9.2024 and Interest up to 20^th December 2024.

Due to political issues and economic woes at Bangladesh and Sri Lanka and China +1 policy adopted by many countries, and improved demand situation in major markets ( USA,EU) the Indian Textiles Industry is showing signs of recovery. Coupled with this various Government initiatives such as:

• Recent Signing of FTA with UK and advance negotiations with EU to finalise FTA during this Financial year opens up markets for Indian textiles sector

• higher Government budgetary allocation for FY 2025-26 for Textiles sector,

• enhanced credit access, export promotion measures and the creation of the Bharat Trade Net, digital platform will streamline trade documentation, facilitate smoother global integration and ease market access for small and medium textile enterprises.

• Additionally, INR 1,148 Cr allocation for the PLI Scheme to boost domestic manufacturing and exports, and INR 635 Cr for the Amended Technology Up gradation Fund Scheme (ATUFS) to support modernization and efficiency in textile machinery.

• Establishment of Textile parks in many states are also to benefit Indian Textiles Industry.

Due to improved demand scenario for Indian Textiles Industry and also considering market dynamics, the company now plans to resume own manufacturing of cotton yarn by discontinuing Job work operations. The company aims to revive its financial stability by returning to its core business model and restructuring its financial commitments effectively. To support this transition, the company has submitted a new resolution plan to Lenders in September 2024.

In the restructuring proposal, the company has sought two years moratorium on WCTL quarterly instalment payment from 31.12.2024, six months moratorium

for WCTL monthly interest payment wef 01.01.2025, reduction in the rate of interest and working capital facility of 25 Cr. Bankers have carried out Techno Economic Viability (TEV) study of the Restructuring Proposal and TEV study report submitted to Bankers confirmed viability of the companys Restructuring proposal. The proposal is under consideration of the Bankers.

With the significant reduction in the debt level as well as rationalization of labour cost through VRS measures and reducing cotton prices, own manufacturing operation could generate better EBITDA to service the debts.

4. CHANGE IN LEADERSHIP Chairman

Shri. B.K.Patodia, Chairman vide his letter dated 23.7.2025 communicated to the Board that he would like to take retirement from the day to day activities of the company on the closing, hours of Board meeting date of 5^th August 2025, due to his advancing age and related health concerns

Your Company was promoted by M/s. GTN Textiles Limited (GTN) along with M/s. Itochu Corporation, Japan and M/s. Kerala Industrial Development Corporation Limited (KSIDC), Trivandrum. Shri. B.K.Patodia held the Chairmanship since inception of the Company in the year 1991. He held position of Chairman & Managing Director of GTN, main Promoter. He has been at the helm of the affairs of GTN over six decades and has taken the reins of “GTN” in 1966 at a very young age of 21. Today, Brand GTN has emerged itself as a “Hallmark of Excellence” in global markets. GTN group had won over fifty Cotton Yarn Exports Awards during the last 35 years for export excellence under his able leadership. His visionary approach was a game changer in the Industry. Imbibing state of the art technology, promotion of compact spinning, use of internationally acclaimed cottons like American Supima and Egyptian Giza are few among them. GTN entered the global niche market in the early 1980s and is one among the first from India.

He had played a key role in the growth of the industry by associating in various organizations as (i) Chairman of Indian Cotton Mills Federation (now known as Confederation of Indian Textile Industry) New Delhi, (ii) Chairman of Cotton Textiles Export Council (Texprocil) Mumbai, (iii) Chairman of Southern India Mills Association, Coimbatore, (iv) President of the Employers Federation of Southern India, Chennai and (v) President of the Cochin Chamber of Commerce and Industry, Cochin.

He was the Past Chairman of the Joint Cotton Committee of International Textile Manufacturers Federation (ITMF),

Zurich. He was also a member of the (i) Advisory Board on the Committee of Management of ITMF and (ii) Spinners Committee of ITMF. He was a member of Cotton Advisory Board Constituted by the Ministry of Textiles, Government of India for a long period. He had also associated with Dr. M.S.Swaminathan, the eminent agricultural scientist in drafting the Technology Mission of Cotton plan which was included in the ninth Five Year Plan, under the aegis of CITI (erstwhile ICMF) and SIMA.

His futuristic approach had played a vital role in expanding the export market for Indian players. He had his footprints in opening up Japanese, U.S.A, Chinese and European markets even under the quota regime facilitating export of cotton textiles worldwide. He led delegations and represented the Industry and visited many countries. He had also played a key role in paving the way for the creation of Technology Upgradation Fund-Scheme, which made the industry globally competitive. His guidance and experience has facilitated these organizations and the Industry in their journey towards excellence and prominence across the world.

He has always set a benchmark with his extraordinary vision, process driven organizational ability and keen pursuit of excellence. Under his able leadership, GTN Group began its journey with a singular mission, to spin a legacy of excellence and create an indelible impact in the world of specialty cotton yarn manufacturing.

5. CHAIRMAN EMERITUS

Considering Shri. B.K.Patodias outstanding and selfless service for development, growth and success of the company over the last three decades, and his path breaking and visionary contribution towards Indian Textile Industry for last six decades, the Board has conferred upon Shri. B.K.Patodia lifetime title of “Chairman Emeritus” effective 6^th August 2025.

Your Board noted that during the year under review, Shri B.K. Patodia received distinguished recognition from CITIs Exemplary Service Award for 2024 acknowledging his valuable contribution towards growth of the Indian textile industry. He was also honoured by Mr. Christian Schindler, Director General ITMF, for his best services on the Board of ITMF (International Textile Manufacturers Federation) for 14 years by who personally presented the award to him.

6. APPOINTMENT OF SHRI. UMANG PATODIA AS CHAIRMAN OF THE COMPANY

Shri. Umang Patodia was appointed as Chairman in place of Shri. B.K.Patodia, effective 6^th August 2025. He is the elder son of Shri B K Patodia and joined in GTN Group in 1989. He has been an integral part of

the Group for the past 35 years. He is the Managing Director of M/s Patspin India Limited since 1994, part of GTN Group, which manufactures and exports fine cotton yarns, knitted fabrics and garments. In 2003, he started Young Entrepreneurs Group (YEG) within the Confederation of Indian Textile Industry (CITI). He is also a Committee member of CITI and SIMA. He has been past Chairman of CII, Kerala and founding Chair of Yi, Kochi.

7. DIVIDEND

In view of the losses for the financial year ended 31^st March 2025, the Board of Directors regret their inability to recommend any dividend for the year 2024-25.

8. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) is provided in a separate section and forms an integral part of this Report.

9. PUBLIC DEPOSITS

The Company does not have “Deposits” as contemplated under Clause V of the Companies Act 2013. Further, the company has not accepted any such deposits during the year ended 31^st March 2025.

10. CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

A separate statement on Corporate Governance together with a certificate from the Practicing Company Secretary of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONS

All the Directors have affirmed that they have complied with the Companys Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Companys businesses, which are detailed in the Report on Corporate Governance.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs. The Independent Directors who were required to clear the online proficiency self-assessment test have passed the test. In the opinion of the Board, the Independent Directors fulfil the conditions of independence, are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications to the satisfaction of the Board of Directors.

During the year under review, Shri N K Bafna, Non-Executive Independent Director completed his second term tenure on 18.09.2024 and ceased to be an Independent Director of the Company. The company was very fortunate to have him on Board for such a long period and the Board expressed its profound appreciation for his valuable contribution and guidance, which has benefited the company.

The Board of Directors at their Meeting held on 16.12.2024, based on recommendation of Nomination & Remuneration Committee appointed Dr Shri Raju V P (DIN: 10866461) as Additional Director in the category of Non-Executive Independent Director. The Shareholders have approved the same and regularized the Appointment by passing a Special Resolution on 25.01.2025 vide Postal Ballot.

Other than the above, there is no change in the composition of the Board of Directors and the Key Managerial Personnel during the year under review.

Further the Board at its Meeting held on 05.08.2025, approved the resignation of Chairman Shri B K Patodia (DIN: 00003516) and re-designated him as “Chairman Emeritus”. The said meeting also considered re-appointment of Independent Director Shri C K Gopalakrishnan Nair (DIN: 00521840) for a second term tenure of five consecutive years from the conclusion of the 34^th Annual General Meeting till the conclusion of the 39^th Annual General Meeting and recommended the same for shareholders approval at the ensuing Annual General Meeting.

Pursuant to the requirements of the Companies Act, 2013, Smt Kalpana M Thakker (DIN 08601866), retires by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment. The Board recommends the appointment / re-appointment of the above Director for approval. The brief details of the Director proposed to be appointed / re-appointed, as required under Regulation 36 of SEBI Listing Regulations, are provided in the Notice of Annual General Meeting.

Shri V N Balakrishnan Non-Executive Independent Director completes his first term of five year and opt out for his second term, due to advancing age and certain personal reasons. The Board place on record its profound appreciation for his valuable contribution during his long association with the company.

12. KEY MANAGERIAL PERSONNEL

Shri Umang Patodia, Managing Director, Shri T Ravindran, Chief Financial Officer, and Ms Veena Vishwanath Bhandary, Company Secretary and Compliance Officer were the Key Managerial Personnel of your Company in accordance with the provisions of Section 203 of the Companies Act 2013 during the year under review.

13. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 5(Five) times during the financial year 2024-25. The details of the meetings of the Board of Directors of the Company convened and attended by the Directors during the financial year 2024-25 are given in the Corporate Governance Report which forms part of this Annual Report.

14. MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on 8^th March 2025 without the presence of non-Independent Directors and members of the Management. For more details, visit corporate Goverenace Report annexed to this Report.

15. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31^st March, 2025 and state that:

i. in the preparation of the Annual Accounts, the applicable Indian Accounting Standards have been followed and there are no material departures from the same;

ii. the Directors 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 your company as at 31^st March 2025 and of the profit or loss of the company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the Annual Accounts on a going concern basis

v. the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. BOARD EVALUATION

Pursuant to the provisions of Companies Act and Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, of Committees of the Board and of the Directors individually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company.

17. FAMILIARISATION PROGRAMME FOR DIRECTORS

At the time of appointing a Director, a formal letter of appointment is given to him, which interalia explains the role, function, duties and responsibilities expected of him as a Director of the Company. This is to provide insights into the Company to enable the Independent Directors to understand its business in depth, to familiarize them with the process, business and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company. The Director is also explained in detail the Compliance required from him under the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and other relevant regulations and affirmation taken with respect to the same.

The Chairman and the Management has also one to one discussion with the Directors to familiarize with the companys operations

18. AUDITORS

M/s. L.U.Krishnan& Co. (Regn.No.001527S) Chartered Accountants, Chennai were appointed as the Auditors of the Company for second term of 5 years at the 31^st Annual General Meeting (AGM) held on 30^th September, 2022 to hold office till the conclusion of the 36^th AGM of the Company to be held in the year 2027. The Auditors Report for 2024-25 does not contain any qualifications, reservations or adverse remarks.

19. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors as recommended by Audit Committee and subject to members approval at this AGM, recommended appointment of Shri. MRL Narasimha, Practicing Company Secretary (C.P No.

799), as Secretarial Auditor of Company for a term of 5 (five) consecutive years from 1^st April, 2025 to 31^st March, 2030.

Secretarial Audit Report for the financial year ended 31^st March, 2025 issued by Shri M R L Narasimha, Practising Company Secretary in Form MR-3 forms part of this report as Annexure I.

Secretarial Auditors observation on certain matters and Managements explanation is given below:

Observations	Management Reply
1 During the year under review, the company availed an additional loan of 3.98 Cr from GTN Textiles Limited, a related party, aggregating total loan of 14.58 Cr from the said party. This exceeds the threshold limit of 10% of companys turnover of 48.824Cr as per latest audited financial statements. While the initial 10.60 Cr was approved by the shareholders, the subsequent 3.98 Cr was availed without the approval of shareholders. As per MOU entered with the Promoter Directors, an amount of 14.58 Crores (bearing interest at 9% p.a) by GTN Textiles Limited to the company was adjusted by GTN Textiles Limited against the unsecured Loans from Promoter Director in their books as at 31-03-2025. Consequently, the amount of 14.58 Crores shown as advance received from GTN Textiles Limited in the books of the company now stands accounted as interest free advance in the name of Promoter directors as at 31-03-2025	Lenders of M/s GTN Textiles Ltd (GTN) while giving No objection Certificate (NOC) for sale of their land, stipulated a condition to meet the shortfall in payment of dues of our Company as guaranteed by GTN. Accordingly, Lenders confirmed their dues of 10.60 crores and both GTN and our Company obtained Shareholders approval at its meeting held on 12.9.2024 for the said amount. Due to certain delay for sale, GTN had to pay an additional amount of 3.98 crores towards Lenders dues on our behalf for which Audit Committee of the company at its meeting held on 11.11.2024 unanimously approved and took note that the said amount is not material in nature as per SEBI LODR Regulations. The company has also obtained legal opinion from M/s Subbraya Aiyar Padmanabhan & Ramamani Advocates, Chennai and as per them, said amount does not exceed materiality thresholds requiring fresh shareholder approval.
	As per MOU dated 30.3.2025, said specific loan has been transferred in the name of Promoter Directors as at 31.3.2025 pursuant to provisions of Section 269T and 269SS of the Income Tax Act 1961 after obtaining legal opinion from the Income Tax Consultants of the Company.
2 The Company being declared as defaulter, any reappointment of Managing Director must be made with the prior approval of the lender. The Co has written to Central Bank of India vide letter dated 27/05/2024 seeking prior approval. The approval of the lender is yet to be received	The Companys revised restructuring/ resolution proposal pursuant to RBI Prudential Frame work for Resolution of Stressed Assets circular of 7th June, 2019 was approved and implemented by the lenders. As an abundant caution, the Company has requested its lenders for appointment of Managing Director and same was duly acknowledged by them.
3 Intimation to stock exchange (BSE limited) within the time regarding cessation of Independent Director belatedly, beyond 24 hours under Reg. 30 of SEBI (LODR) 2015. The co has replied suitably	BSE vide their email dated 24.9.2024 communicated a discrepancy” Additional Details Required under SEBI Circular dated July 13, 2023, for Corporate Announcement filed under Regulation 30 of SEBI (LODR) Regulations, 2015. - Material Event is not disclosed to the Exchange within 24 Hours. (submit reason for delay)”. Company has communicated vide their letter dated 24/09/2024 to BSE that the Independent Director has completed his tenure on 18.9.2024, thereby retirement on 18.9.2024. It further stated in the said communication that as per Clause 7 .1, mentioned only reason for changes viz; appointment, reappointment, resignation, removal, death or otherwise. Hence informed BSE that Clause 7.1 is not attracted.
	No further communication from BSE, presumed that Companys reply is accepted
4 Non-compliance with appointment of Chairperson of Stakeholder Relationship Committee under Reg 20(2)/2A of SEBI (LODR) 2015. The co was levied a fine of 28,320/- by BSE Limited. The co has applied for a waiver by paying a processing fee of 11,800 and the wavier petition is under process	BSE vide their email dated 25.10.2024 communicated to the Company a discrepancy that “Corporate Governance report filed for quarter ended September 30, 2024 as per Regulation 20(2) of SEBI LODR 2015 does not have a Chairperson for Stakeholder Relationship Committee(SRC) for the whole quarter”. Company vide its email dated 28.10.2024 informed BSE that the Chairperson of SRC had completed his tenure on 18.9.2024 and the Board at its Meeting held on 13.8.2024 appointed a Non-Executive Independent Director as Chairperson of SRC. Inadvertently, BSE vide their email dated 21.11.2024 levied a fine of 28,320 and BSE vide its email dated 27.11.2024 advised company to apply for waiver of fine with a payment of processing fee of 11,800 and companys waiver request dated 29.11.2024 is still under process with them.
5 While filing Integrated Governance report with BSE Limited, the company has wrongly mentioned chairperson of SRC Committee as an Executive Director, instead of Non-Executive Director. This mistake was rectified by resubmitting the Integrated Governance Report	BSE allowed re-submission.

20. COST AUDITORS

Pursuant to Section 148 of the Act read with Rule 14 of the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records of the Company are required to be audited. The Directors, on the recommendation of the Audit Committee, appointed M/s. Hareesh K.N and Associates, Cost Accountants (Firm Reg. No. 101974) Cost Accountants, to audit the cost accounts of the Company for the FY ending 31^st March, 2026, on a remuneration as mentioned in the Notice convening the 34^th Annual General Meeting for conducting the audit of the cost records maintained by the company.

21. EXTRACT OF ANNUAL RETURN

Pursuant to provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies(Management and Administration) Rules ,2014, the Annual Return of the company for the Financial Year 31^st March 2025 will be uploaded on the website of the company and can be accessed at the www.patspin.com

22. RELATED PARTY TRANSACTIONS

There were no materially significant related party transactions entered between the company, directors, management and their relatives, except for those disclosed in the financial statements. All the contracts/ arrangements/ transactions entered by the Company with the related parties during the Financial Year 2024-25 were in the ordinary course of business and on an arms length basis, and whenever required the Company has obtained necessary approvals as per the related party transaction policy of the Company. Accordingly, the particulars of contracts or arrangements with related parties which is required to be disclosed under Section 134(3)(h) read with Section 188(1) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company for Financial Year 2024-25 and, hence, the same does not form part of the Boards Report.

The Company has formulated the policy on Related Party Transactions, and the same is available on the website of the Company at www.patspin.com. The details of related party disclosures form part of the notes to the Financial Statements provided in this Annual Report.

23. LOANS & INVESTMENTS

Details of loans, guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements forming part of this report.

24. RISK MANAGEMENT

The company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor business risks. The Audit Committee and the Board periodically review the risks and suggest steps to be taken to manage/ mitigate the same through a properly defined framework.

During the year, a risk analysis and assessment was conducted, and no major risks were noticed, which may threaten the existence of the company

25. VIGIL MECHANISM / WHISTE BLOWER POLICY

The company has a Vigil Mechanism / Whistle Blower Policy to report genuine concerns or grievances. The Vigil Mechanism (Whistle Blower Policy) has been posted on the companys website (www.patspin.com).

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135 read with the Section 198 of the Companies Act 2013, the company do not have CSR obligation for the year 2024-25. Accordingly,

there has been no meeting of CSR Committee held during the year.

27. EXTERNAL CREDIT RATING:

Based on 07.06.2019 RBI circular of “Prudential Framework for Resolution of Stressed Assets” Companys bankers have carried out restructuring of its debts as on 30.9.2022 based on CRISIL RP4 Rating awarded to companies to the Resolution proposal.

As per the said RBI Circular, due to the restructuring, the companys account will get upgraded to standard account only upon payment of 10% outstanding debts as on date of implementation and also the credit facilities shall also be rated as investment grade (BBB- or better), at the time of upgrade. Fresh rating will be obtained at that time

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

Information required under section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in the Annexure II forming part of this report

29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an effective internal control and risk mitigation system designed to effectively control the operations at its Head Office, Plants and Depot. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. The Company has well designed Standard Operating Procedures. Independent Internal Auditors conduct audit covering a wide range of operational matters and ensure compliance with specified standards. Planned periodic reviews are carried out by Internal Audit. The findings of Internal Audit are reviewed by the top management and by the Audit Committee of the Board of Directors.

Based on the deliberations with Statutory Auditors to ascertain their views on the financial statements including the Financial Reporting System and Compliance to Accounting Policies and Procedures, the Audit Committee was satisfied with the adequacy and effectiveness of the Internal Controls and Systems followed by the company.

30. NOMINATION & REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays

down criteria for selection and appointment of Board Members. More details on the same are given in the Corporate Governance Report.

31. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as “the Act”) read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the “IEPF Rules”), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. The details relating to shares on which dividends were unclaimed are provided in the General Shareholders Information section of Corporate Governance report forming part of this Annual Report.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an anti-sexual harassment policy in line with the requirements of the sexual harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Compliance Committee (ICC) has already been functioned for redressing complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaints under this policy during the year ended 31^st March, 2025.

33. PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 134 (3) (q) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUENRATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to section 134 (3) (q) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered office of the company during business hours on working days of the company up to the date of the ensuing Annual General meeting. If any Member is interested in obtaining a copy thereof, such member may write to the company in this regard.

34. PERSONNEL & INDUSTRIAL RELATIONS

Industrial Relations were cordial and satisfactory. There were no employees whose particulars are to be given in terms of Section 134(3)(q) of the Companies Act,2013 read with Rule 5(2) and 5(3) of the companies (Appointment and Remuneration of Managerial personnel) Rules, 2014.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material orders passed by the Regulators or Courts or Tribunals that would impact the going concern status of your Company and its future operations.

36. GENERAL

There was no issue of equity shares with differential rights as to dividend, voting or otherwise: and; there was no issue of shares (including sweat equity shares) to the employees of the company under any scheme.

37. ACKNOWLEDGEMENT

Your Directors place on record their gratitude to Central Bank of India, State Bank of India, The Karur Vysya Bank Limited and the concerned Departments of the State and Central Government, valuable customer, Employees and Shareholders for their assistance, support and co-operation to the Company.

For and on behalf of the Board of Directors
Place: Mumbai	B K PATODIA
Date: 05.08.2025	(DIN:00003516)
	Chairman