Pil Italica Lifestyle Ltd Directors Report

To The Members of PIL ITALICA LIFESTYLE LIMITED

The Directors of your Company have pleasure in presenting the Thirty Third (33rd) Annual Report together with the Audited accounts of the Company for the year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

Your Companys performance during the year as compared to the previous year is summarized below:

Rs. in Lakhs

Particulars	2024-25	2023-24
Revenue from Operations	10083.18	9725.19
Profit before Taxation	700.92	619.79
Less: Tax Expenses	176.66	157.84
Profit after Tax	524.26	461.95
Add: other Comprehensive Income	-	-
Add: Balance brought forward from Previous year	1007.07	545.12
Balance Profit/(Loss) carry forward to the next year	1531.33	1007.07

2. STATE OF COMPANYS AFFAIRS

The Company is engaged in the manufacturing of plastic moulded furniture, material handling products and waste management products. During the year, the Company earned total income of 10,083.18 Lakhs as against 9,725.19 Lakhs in corresponding previous year and earned a net profit after tax of 524.26 Lakhs. The Company is continuously launching new and innovative products and revenue from operation increased by 3.68% during this year. The company has added 1428 new dealer and 30 New Distributors are in the Financial Year 2024-25. The Company has its geographical presence in 21 States including 1 Union Territory in India. The Company has made a strategic decision to enhance the production capabilities by acquiring additional injection moulding machines equipped with the latest technology, as well as new moulds and dyes. This initiative aims to produce value-added products such as furniture, crates, and waste bins. The expansion will be executed in two phases, with completion targeted by March, 2026.

During the financial year 2024-2025, the Company introduced several innovative products, significantly enhancing our product portfolio across various categories. In the furniture segment, we launched the Wedding Series Chair (Model No. 2101 and 2151). Additionally, we introduced Multi purpose Kids Chair (Models No. 5238) an armless chair (Model No. 5232), and a kids multipurpose table (Model No. 5230 & 5232) and a centre table (Model No. 9525) for indoor and outdoor use. And for domestic and commercial use Dining Table (Model No. 9516) and in Stool and Patla Section, we introduced Model No. 9702 and 9717 respectively.

3. DIVIDEND

Keeping in view the requirement of funds for future expansions, your directors do not recommend any dividend for the year ended on March 31, 2025.

4. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on

March 31, 2025 stood at 2,350.00 Lakhs comprising of 23,50,00,000 shares of 1/- each. The Company has not issued any further shares during the year.

5. LISTING OF SHARES

The Equity Shares of the Company are listed on National Stock Exchange of India Ltd., Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E) Mumbai 400 051 and BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.

The Annual Listing Fees for the financial year 2025-26 have been paid.

6. CHANGES IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company.

7. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relates and the date of report.

8. EXPORTS

There was no Export during FY 2024-25.

9. TRANSFER TO RESERVES

No amount is proposed to be transferred to the Reserves for the financial year 2024-25.

10. DEPOSITS

The Company has not accepted any deposit falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

11. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS UNDER SECTION 186

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has not entered into any contract or arrangement with any person including persons covered under sub-section (1) of Section 188 of the Companies Act, 2013. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Companys website: www.italica.com.

13. ANNUAL RETURN

The annual return of the Company is placed on the website of the Company www.italica.com and can be accessed from the following weblink: https://italica.com/pages/extract-of-annual-return

14. NUMBER OF MEETINGS OF THE BOARD

During the financial year 2024-2025, the Board met Four (04) times held on 09.05.2024, 25.07.2024, 25.10.2024 and 23.01.2025.

15. COMMITTEE OF BOARD OF DIRECTORS

As on March 31, 2025, the Board has 4 Committees namely the Audit Committee, the Nomination and Remuneration Committee and Stakeholders Relationship that: Committee, Risk Management Committee. A detailed note on the Composition of the Board and its Committees and other relevant details is provided in the report on Corporate

Governance annexed to this report.

16. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE

As on March 31, 2025, the Company does not have any subsidiary, joint venture or associate.

17. RISK MANAGEMENT

The Company believes that managing risks helps in maximizing returns. A risk management Policy have been developed and implemented by the Company for identification of elements of risk if any, which in opinion of board may threaten the existence of the Company. It aims to identify commodity fluctuationof prices, Price raw material and finished goods, Credit Risks, inflation,

Strategic Risks, etc. Board of Directors of the Company periodically reviews the effectiveness of risk management framework and system. However, in the opinion of Board, none of the above-mentioned risks threatens the existence of the Company.

18. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO HAVE APPOINTED OR HAVE RESIGNED

a) Directors

Pursuant to the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Mukesh Kumar Kothari, Non-Executive Non Independent Director (DIN: 03103336), retires by rotation at the 33rd Annual General Meeting, and being eligible, offers himself for re-appointment. And Shareholders approved the appointment of Ms. Sonal Mantri (DIN: 10616908) as

Non-executive Independent Director w.e.f. 09.05.2024 for a period of five years in the 32nd Annual General Meeting of the Company held on 27.06.2024.

b) Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, following were the Key Managerial Personnel of the Company as on March 31, 2025:

Mr. Daud Ali:

Managing Director

Mr. Narendra Bhanawat:

Whole Time Director and Chief Financial Officer

Mr. Rajat Raja Kothari:

Company Secretary and Compliance Officer

19. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the directors to the best of their knowledge and belief confirm a) In the preparation of the annual accounts, the applicable Indian accounting standards had been followed along with proper explanation relating to the material departures; b) the directors had selected such accounting policies and applied them consistently and made judgment 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; c) the directorshadtakenproperandsufficient care for the maintenance of adequate accounting records, in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the directors had prepared the annual accounts on a goingconcern basis; e) the directors had laid down Internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. INDEPENDENT DIRECTORS AND THEIR MEETING

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations). In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management.

During the year under review a separate meeting of the Independent Directors of the Company was held on March 05, 2025, without the presence of other Directors and members of Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of Chairperson of the Company and assessed the quality, quantity and timelines of flow of information between management and the Board.

21. STATUTORY AUDITORS

M/s. H.R.Jain & Co., Chartered Accountants, Udaipur (ICAI FRN: 000262C), were appointed as Statutory Auditors of the Company at the 30th Annual General Meeting held on June 30, 2022 to hold office till the conclusion of the 35thAnnual General Meeting held in the year 2027-28.

M/s. H.R. Jain & Co. has confirmed that they are not disqualified from continuing as Auditors of the Company. The Statutory Auditors have issued an unmodified opinion on the financial statements for the financial year ended March 31, 2025. The observations made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence do not call for any further explanations or comments by the Board under Section 134 of the Act.

22. QUALIFICATION IN THE AUDITORS REPORT - BOARDS COMMENTS OR EXPLANATION

The Auditors Report does not contain any qualification, reservation or adverse remark or disclaimer.

23. SECRETERIAL AUDITORS AND THEIR REPORT

The secretarial audit report given by M/s P. Talesara & Associates, Practicing Company Secretary under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2024-25 does not contain any qualification, reservation or adverse remark. The secretarial audit report is provided as Annexure A forming part of this report.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Management Discussion and Analysis Report is presented as a separate Section as Annexure B forming part of annual report.

25. COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Amendment Rules, 2014, appointment of cost auditor is not applicable to the Company. Hence, maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is not required.

26. CEO/CFO CERTIFICATE

Chief Executive Officer and Chief Financial Officer compliance certificate as stipulated under Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is annexed as Annexure 3 in this report.

27. PARTICULARS OF CONSERVATION the OF ENERGY, TECHNOLOGY ABSORPTIONCompany AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to Section 134 of the Companies Act, 2013 are as follows:

A. Conservation of Energy

Your Company is continuously engaged in the process of energy conservation and is continuously putting its efforts to improve energy management by way of monitoring energy related parameters on regular basis.

To achieve the above objective, the following steps are taken to cut down the consumption of energy:

Installation of Energy Efficient Equipment/Device.

• Creating awareness of energy saving within the organization to avoid wastage of energy.

• R&D Activities and Adopting new Technology.

B. Technology Absorption

(i) Efforts made towards technology absorption:

• Continuously monitoring the production patterns and inclusion of new tested technology products.

• Constantly striving towards developing of new designs and products.

• Investing in new technology of moulds and machinery.

(ii) Benefits derived as a result of the above efforts:

• Increase in the production along with the improvement in quality.

• New and Innovative designed products.

• New designed products are also catching attention of the export market.

(iii) The Company has not imported any technology during the year under review and also the expenditure incurred on Research and Development activity is insignificant.

C. Foreign Exchange Earnings and Outgo

( Rs. in Lakhs)

Particulars	Amount
Earnings NIL Outgo	205.39

28. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has first time qualified under the provisions of Section 135 of the Companies Act. Though the total amount to be spend for CSR is less than 50 Lakhs therefore the liability to form CSR Committee does not arise. The Board formed its CSR Policy and accordingly amount has been spent through various CSR activities. The Company is committed to operate and grow its business in a socially responsible way, while reducing the environmental impact of its operations and increasing its positive social impact. It aims to achieve growth in a responsible way by encouraging people to take small everyday actions that will make a big difference. The CSR Policy of the Company is available on the website of the Company at www.italica. com. The salient features of the CSR Policy forms a part of the Annual Report on CSR activities, in terms of Rules 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014), which contains details of CSR initiative taken by the Company during the year as annexed vide Annexure E attached to the this Report.

Aspartofitsinitiativesunder"corporatesocialresponsibility" (CSR), the Company has contributed funds for the schemes of promotion of education. The contributions in this regard have been made to the registered trust, which is undertaking these schemes.

29. NOMINATION AND REMUNERATION POLICY

The Company has in place the Nomination and Remuneration Committee. The Company has formulated the Nomination and Remuneration Policy on Directors, Key Managerial personnel and Senior Management Personnel, their appointment and remuneration including the criteria for determining qualifications, positive attributes and independence of director. The Remuneration Policy is placed on the website of the Company www.italica.com under Investor Relation Section and is also annexed as Annexure C.

30. CORPORATE GOVERNANCE REPORT

The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the

Listing Regulations is annexed as Annexure D.

31. ANNUAL PERFORMANCE EVALUATION

During the year under review, pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees. A separate meeting was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.The performance evaluation of the Independent Directors was carried out by the entire Board at its meeting following the meeting of Independent Director.

32. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. from time to time. The Company makes consistent efforts to acquaint the Board with the overall business performance covering all Business verticals, by way of presenting specific performance of each Plant (based on predefined Product Category and Corporate Function from time to time. Details of familiarization programme to Companys independent directors can be accessed at the Companys website www.italica.com under policy head.

33. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY

The code of conduct and Vigil Mechanism applicable to directors and senior management of the Company is available on the Companys website at www.italica.com.

34. DISCLOSURE ON THE REMUNERATION OF MANAGERIAL PERSONNEL

None of the employees was in receipt of remuneration excess of the limits prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Details pertaining to remuneration 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 are given below:

1. The ratio of remuneration of each director to Mr. Daud Ali the median remuneration of the employees of Mr. Narendra Bhanawat the Company for the FY 2024-25	11.46:1
	2.19:1

 

Name	Designation	Increase in Remuneration in the Financial Year 2024-25 (%)
2. The percentage increase in remuneration of each Director, CFO, CEO, CS or manager if FY 2024-25
Mr. Daud Ali	Managing Director	No increase in FY 2024-25
Mr. Narendra Bhanawat	Whole Time Director and Chief Financial Officer	Increase by 15.15 %
Mr. Rajat Raja Kothari	Company Secretary and Compliance Officer	Increase by 16.32 %

 

3. The percentage increase in the median remuneration of employees in the financial year 2024-25	The percentage increase in the median remuneration of the employees in the financial year 24-25 is 16.72%
4. The number of permanent employees on the rolls of the Company as on March 31, 2025	227 employees as at March 31, 2025
5. Average percentile increases already made in the salaries of employees other than managing 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	Average percentile increase in the salaries is around 16.72% in case of employees and percentile increase in managerial remuneration in case of Narendra Bhanawat, Whole Time Director is 15.15% and in case of Daud Ali, Managing Director, no increase in 24-25.
6. remuneration is as per the remuneration policy of the Company	It is affirmed that the remuneration paid is as per the remuneration policy of the Company

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

36. DEPOSITORY SYSTEM

The Company has already entered into agreements with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

37. INTERNAL FINANCIAL CONTROL

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthen the controls.

Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

38. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

39. FRAUDS AGAINST THE COMPANY

No fraud has been reported by the Statutory Auditors during the Financial Year 2024-2025 pursuant to the provisions of Section 143(12) of the Act.

40. APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,2016 (31 OF 2016)

Neither any application made or nor any proceeding is pending under Insolvency and Bankruptcy Code, 2016. and

41. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year the Company has not entered into any One Time Settlement with banks or financial institutions.

42. GENERAL

Your Directors state that no disclosure on reporting is required in respect of the following items as there were no transactions on these items during the year under review: rights as a) IssueofEquityShareswith to dividend, voting or otherwise.

b) Business Responsibility Statement. c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme. d) No significant orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

43. ACKNOWLEDGEMENT

Your Directors place on record their appreciation for assistance and co-operation received from various Ministries and Department of Government of India and other State Governments, financial institutions, banks, shareholders of the Company etc.

The management would also like to express great appreciation for the commitment and contribution of its employees for their committed services. Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel

	For and on behalf of the Board of Directors
	Sd/-	Sd/-
	Daud Ali	Narendra Bhanawat
Place: Udaipur
Date: May 12, 2025	Managing Director DIN: 00185336	Whole Time Director & CFO DIN: 00146824