Pioneer Embroideries Ltd Directors Report

To

The Members,

PIONEER EMBROIDERIES LIMITED

Your Directors present the Thirty Second Annual Report of your Company on the business and operations for the year ended 31^r March, 2024.

FINANCIAL HIGHLIGHTS

		( Rs. in lakh)
	For the year ended 31st March, 2024	For the year ended 31st March, 2023
Turnover - Domestic	28,959.14	24,496.30
- Export including Incentive	4,659.44	5,167.96
Other Income	397.52	311.78
Total	34,016.10	29,976.04
Profit before Financial Charges, Depreciation, Exceptional Items & Tax	2,638.67	1,531.17
Financial Charges	926.41	364.14
Profit before Depreciation, Exceptional Items and Tax	1,712.26	1,167.03
Depreciation	1,253.82	846.11
Profit before Exceptional Items & Tax	458.44	320.92
Exceptional Items - Income (Net)	-	912.19
Profit/(Loss) before Tax	458.44	1,233.11
Tax Expenses	70.15	362.57
Net Profit	388.29	870.54
Per share data
Basic Earnings per Share ( Rs.)	1.43	3.27
Diluted Earnings per Share ( Rs.)	1.39	3.27
Book Value per Share ( Rs.)	50.64	50.30

YEAR IN RETROSPECT

Profit before Finance Costs, Depreciation, Tax and Exceptional Items for the year stood at Rs.2,639 lakhs (previous year Rs.1,531 lakhs), an increase of about 72%. The Company generated an operational cash profit of Rs.1,712 lakhs during the year under review (previous year Rs.1,167 lakhs), recording an increase of about 47%. Profit Before Exceptional Items and Tax rose by 43% to Rs.458 lakhs The Net Profit for the year stood at Rs.388 lakhs (previous year Rs.871 lakhs), a decline of about 55%, mainly on account of exceptional income generated in previous year.

The increase in operational profitability and turnover was a result of an expanded capacities of Embroideries and Laces at its new plant at Shree Ganesh Integrated Textile Park, Degoan, Dhule in Maharashtra, and of Specialized Polyester Filament Yarn at its plant at Himachal Pradesh. However, both the businesses are yet to achieve the desired capacity utilization and value-added production due to tough business environment.

Turnover of the Company for the year under review stood at Rs.33,619 lakhs as against Rs.29,664 lakhs in the previous year, an increase of about 13.3%, primarily on account of expanded capacity.

The Companys business segment of Specialized Polyester Filament Yarn (SPFY), reported a full-year revenue of Rs.28,213 lakhs as against previous year figure of Rs.24,905 lakhs an increase of over 13%.

Overall exports of the Company decreased by 9.8% during the year under review, to Rs.4,659 lakh (previous year Rs.5,168 lakh), as overseas demand remained soft and delivery costs firmed up.

Overall domestic business increased to Rs.28,959 lakhs (previous year Rs.24,496 lakhs), up about 18.2%. SPFY reported domestic revenues of Rs.23,894 lakhs (previous year Rs.20,856 lakhs), an increase of 14.6%, while EL reported 39% higher domestic revenues of Rs.5,065 lakhs (previous year Rs.3,641 lakhs).

A detailed review of the performance during the year is given under the section - Management Discussion and Analysis Report as stipulated under Regulation 34 read with part B of Schedule V of Listing Regulations entered into with the Stock Exchanges is set out in a separate section and forms part of the Directors Report.

TRANSFER TO RESERVES

The Board does not propose to carry any amounts to reserves.

CHANGE IN NATURE OF BUSINESS

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

INDUSTRY OVERVIEW

Global Textile & Apparel Industry:

The global textile market has shown robust growth, expanding from $638.03 billion in 2023 to $689.54 billion in 2024, driven by factors like population growth, demand for man-made fibers, and sustainability initiatives. With expected growth to $903.45 billion by 2028, trends include digital printing, sustainable materials, and Al integration, bolstered by e-commerce and digital supply chain innovations.

Indian Textile & Apparel Industry:

Indias textiles and apparel market is projected to grow at a 10% CAGR, reaching $350 billion by 2030, driven by robust export potential and substantial GDP contribution. As the worlds largest cotton producer, India plays a pivotal role in global textile supply chains, with significant growth anticipated in both domestic and international markets.

Indias Domestic Textile & Apparel Market:

Indias domestic market for textiles and apparel is poised for substantial growth, supported by rising disposable incomes and increasing urbanization. The sector contributes significantly to GDP and industrial production, with expectations of doubling its GDP contribution by 2030, reflecting the sectors integral role in Indias economic landscape.

Indias Textile & Apparel Exports:

India is a major player in global textile exports, with projections indicating exports reaching $100 billion by 2030. Key exports include a variety of textiles, cotton yarns, fabrics, and handicrafts, contributing significantly to Indias foreign exchange earnings and positioning the country among the top exporters globally.

Indias Textile & Apparel Imports:

Despite being a leading exporter, India also imports significant quantities of textiles and apparel to meet domestic demand for specialized products and raw materials. The import sector complements Indias robust manufacturing capabilities, ensuring a diverse range of products catered to both domestic consumption and international markets.

CAPITAL EXPANSION

Your Company has completed its expansion of capacities in both the SPEY segment (in POY (Partially Oriented Yarn) and DTY (Draw Textured Yarn)) and in the Embroidery Segment. The total project cost of both segments is about 16 crore, of which 743 crore has been generated through internal accruals and sale of assets, while the balance is funded through borrowings.

BANK BORROWINGS

The total secured borrowings as on year-end FY24 stand at about 710,460 lakhs (79,136 lakhs), including working capital of 72,690 lakhs (previous year of 72,249 lakhs).

DEMERGER

The draft Scheme of Arrangement involving demerger of Embroidery & Lace (ELD) business, or the "ELD Business" Undertaking, from Pioneer Embroideries Limited ("Demerged Company") into Pioneer Realty Limited ("Resulting Company") under sections 230 to 232 read with section 66 of the Companies Act, 2013 and other applicable provisions of Companies Act, Rules and Regulations thereunder, was filed for approval under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 ("Listing Regulations") read with SEBI Master Circular No. SEBI/HO/CFD/DIL1 / ClR/P /2021/0000000665 dated 23rd November, 2021 (read with SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/003 dated January 03, 2022) ("Circular"), with the BSE Limited (BSE), the National Stock Exchange of India Limited (NSE) and Securities and Exchange Board of India Limited (SEBI), for in-principal approval. The scheme was returned by BSE & NSE on 16th August, 2023 and 30th November, 2023 respectively, seeking prior NOC of Calcutta Stock Exchange (on which PEL had already applied for delisting earlier).

The Company had filed revocation application which has been approved by CSE and also filed listing application with CSE. The same is under process.

LISTING

The Equity Shares of the Company are listed with the BSE, NSE & CSE.

The shares of the Company were earlier listed with Delhi Stock Exchange also. Elowever, the Company had submitted application for delisting of its shares from this Stock Exchange in the year 2007 as approved by the shareholders in the Annual General Meeting held on 29^:" December, 2006.

DIVIDEND

Your Directors have not recommended any dividend on equity shares in respect of the financial year 2024-25, in view of conserving the funds for business expansion.

SHARE CAPITAL

During the year, 38,40,000 Share Warrants of 710 each at a premium of 733 each were issued to Mr. Raj Kumar Sekhani and M/s. Tano Investment Opportunities Fund i.e. to the person belonging to Promoter and Non-Promoter Group respectively, on preferential basis on 28th September, 2023.

M/s. Tano Investment Opportunities Fund has been allotted 25,00,000 equity shares on 2nd February, 2024, pursuant to conversion of its entire Share Warrants after receipt of full payment.

SUBSIDIARY COMPANIES

The revenue of Plakoba Lifestyle Limited in current year stood at 70.49 lakh (70.09 lakhs). Profit after tax and exceptional item stood at 70.54 lakh as compared to net loss of 70.88 lakhs in previous year.

The revenue of Crystal Lace (India) Limited in current year stood at Rs.17.31 lakhs (70.67 lakhs). The Company has incurred a net loss of 731.55 lakhs as compared to net loss of 741.53 lakhs in previous year.

Pioneer Realty Limited had no activity during the year.

The statement of subsidiaries in Form AOC-1 (pursuant to first proviso to sub section (3) of section 129 of the Companies Act, 2013) is provided as Annexure - Ato the Consolidated Financial Statement and hence not repeated here for the sake of brevity.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company are prepared in compliance with applicable provisions of the Companies Act, 2013, and "Ind AS" issued by the Institute of Chartered Accountants of India as well as Listing Regulations as prescribed by the Securities and Exchange Board of India (SEBI) and form a part of the Annual Report.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance with Auditors Certificate confirming compliance, is attached and forms an integral part of this Report. Further, a declaration affirming compliance with the code of conduct by all the Board members and senior management personnel along with certificate under Regulation 17(8) of the SEBI Listing Regulations is also given in this Annual Report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are made available on the Companys

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr. Saurabh Maheshwari (DIN:00283903), who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Accordingly, his re-appointment forms part of the notice of the ensuing Annual General Meeting.

The Nomination and Remuneration Committee and Board of Directors have approved payment of remuneration including perquisites not exceeding 75,00,000/- (Rupees Five Lacs only) per month to Mr. Flarsh Vardhan Bassi as Managing Director, with effect from 28^th October, 2024 till balance period i.e. 28^th October, 2026 and remuneration including perquisites not exceeding 74,02,000/- (Rupees Four Lacs and Two Thousand only) per month to Mr. Saurabh Maheshwari as an Executive Director with effect from 17^:~ May, 2024 till balance period i.e. 17^th May, 2026. Such remuneration is unchanged since their reappointments in 2021.

Approval for payment of such remunerations, under Schedule V of the Companies Act, is being sought in the forthcoming Annual General Meeting of the Company.

Mr. Joginder Kumar Baweja and Mr. Gopalkrishnan Sivaraman ceased to be an Independent Director with effect from 5^:" February, 2024 and 16^:" April, 2024 respectively. The Board placed on record its appreciation and guidance provide by them during their tenure. The Company has been benefited from their experience and direction.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013:

Sr. No. Name	Designation
1. Mr. Harsh Vardhan Bassi	Managing Director
2. Ms-. Ami Thakkar	Company Secretary
3. Mr. Deepak Sipani	Chief Financial Officer (CFO)

BOARD PERFORMANCE/ EVALUATION

The performance evaluation of the non-executive directors is done by the Board annually. This evaluation is based taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as the attendance and contribution of the member at the Board/ Committee meetings. The process also considers core competency, expertise, personnel characteristic and specific responsibility of the concerned director.

The performance evaluation of the Chairman, Managing and Executive Director was carried out by the Independent Directors in a separate meeting of Independent Directors, performance of

Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the view of the Executive Directors and Non-Executive Directors. A separate exercise was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as level of engagement, contribution and independence of judgment. The Board of Directors expressed their satisfaction with the evaluation process.

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND REAPPOINTMENT, IF ANY

All the Independent Directors have provided the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6) and SEBI LODR Regulations.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

All new Independent Directors (IDs) inducted into the Board are given an orientation. Presentations are made by Executive Directors (EDs) and Senior Management giving an overview of the Companys operations, to familiarize the new Independent Directors (IDs) with the Companys Business operations.

The new IDs are given an orientation on our products, group structure and subsidiary company, Board constitution and procedures, matters reserved for the Board, and the Companys major risks and risk management strategy.

BOARD MEETINGS

The details of number of meetings of the Board, held during the year forms part of the Corporate Governance Report and hence not repeated here for the sake of brevity.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR, EDUCATION AND PROTECTION FUND

The details of unpaid and unclaimed amounts as on 31^r- March, 2024, are uploaded on the Companys website (www.pelhakoba. com).

VIGIL MECHANISM

The Company has established a Vigil Mechanism/Whistle Blower Policy that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism.

Details of the Vigil Mechanism/Whistle Blower policy are made available on the Companys website (www.pelhakoba.com).

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY

Details of the Loans, Guarantees and Investment covered under the section 186 of the Companies Act, 2013 are given in the Financial Statements.

CREDIT RATING

The details pertaining to credit rating, forms part of the Corporate Governance Report and hence not repeated here for the sake of brevity.

NOMINATION AND REMUNERATION POLICY

The Committee has framed a policy to determine the qualification and attributes for appointment and basis of determination of remuneration of all the Directors, Key Managerial Personnel and Senior Management. A copy of the policy is annexed as Annexure -A.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties for the year under review were on arms length basis and in the ordinary course of business and Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in nature thus provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013, is included as Annexure - B and forms an integral part of this Report.

All related party transactions are placed before the Audit Committee as also to the Board for approval.

The Company has developed a Related Party Transactions Policy which has been uploaded on the website of the Company and web-link thereto has been provided in the Corporate Governance report.

DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT

The Company has never accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act. Flence, the requirement for furnishing details of deposits which are not in compliance with the ChapterV ofthe Act is not applicable.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There is no material change affecting the financial position ofthe Company which have occurred between the end of the financial year.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) ofthe Companies Act, 2013:

(i) That in the preparation of the Annual Accounts for the year ended 31^S! March, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) That the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the net profit of the Company for the year ended on that date;

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual accounts have been prepared on a going concern basis;

(v) That the Directors had laid down adequate internal financial controls to be followed by the Company and these are operating effectively;

(vi) That adequate and proper systems to ensure compliance with all applicable laws have been devised and such systems are operating effectively in the Company.

STATUTORY AUDIT

The appointment of M/s. M B A H & CO. (ICAI Regn. No.1 21426W), statutory auditors of the Company were appointed for a period of 5 years at 30^th Annual general Meeting as statutory auditors till the conclusion of 35^th Annual general Meeting, as per the provisions of Section 139 of the Companies Act, 2013.

There is no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors i.e. M/s. M B A H & CO., Chartered Accountants in its report and therefore, there are no further explanations to be provided for in this report and is prepared as per "Ind AS".

COST AUDIT

The Board of Directors, on the recommendation of Audit Committee, has re-appointed M/s. Vipul Bhardwaj & Co., Cost accountants, as Cost Auditor to audit the cost accounts of the Company for the year 2024-25 at a remuneration of Rs.1,40,000 plus GST as applicable and reimbursement of out of pocket expenses. A resolution seeking members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting. The Company has maintained cost accounts and records for the business, which is applicable as per Section 148(1) of the Companies Act, 2013 for the year ended 31^st March, 2024.

SECRETARIAL AUDIT

As required under Section 204 of the Companies Act 2013, and rules made thereunder, the Company has re-appointed M/s. Sanjay Dholakia & Associates, a firm of Company Secretaries in Practice (Membership No.2655; C.P. No.1798) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure - C and forms an integral part of this Report.

There is no qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditors in its report and therefore, there are no further explanations to be provided for in this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk mitigation system, commensurate with its size, scale and complexity of its operations. The scope and authority of the Internal Audit function is also defined. The Audit Committee of the Board actively reviews the adequacy and effectiveness of the systems.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, corrective actions are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors, including audit of internal financial controls over financial reporting, and the reviews performed by management and the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and operating effectively as at 31-March,2024.

During the year under review, no material or serious observation has been observed for inefficiency or inadequacy of such controls.

RISK MANAGEMENT

There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. Risks would include significant weakening in demand from core-end markets, inflation uncertainties and any adverse regulatory developments, etc. During the year a risk analysis and assessment was conducted and no major risks were noticed.

SAFETY, HEALTH & ENVIRONMENT

The Company, in order to ensure health and safety of its employees and other staff, took adequate pre-emptive measures to enhance the hygiene and sanitization protocols across all offices and plants, in line with guidelines in force by local authorities. The health of the employees coming to work space is being continuously monitored for any signs of the health complications and adequate containment measures are in place. Your Company is committed to maintain its efforts in providing a safe working environment to its employees.

HUMAN RESOURCE

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Companys Polices and Systems. The Company takes various HR initiatives to align the HR policy to the growing requirements of business.

Your Company regularly conducts technical and safety training programmes.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There are no orders passed by the Regulators or courts or tribunals impacting the going concern status and Companys operations in future.

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

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14, the internal committee constituted under the said act has confirmed that no complaint/case has been filed/ pending with the Company during the year.

MANAGERIAL REMUNERATION

a. Details of the remuneration of each director to the median remuneration of the employees of the Company and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure - D.

b. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

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

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, are attached as Annexure-E to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company seeks to build constructive relationship with all the stakeholders and wants to benefit from your Companys presence. The Company had formed the CSR Committee and has framed a CSR policy, which has been uploaded on the website of the Company. The provisions of CSR activities under Companies Act 2013 were applicable to your Company. A detail pursuant to Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure -F.

Employee Stock Option Plan (ESOP)

Details of ESOP implemented during the year are as below:

(a) options granted; NIL

(b) options vested; NIL

(c) options exercised; NIL

(e) options lapsed; 28,000*

(f) the exercise price; NA

(g) variation in terms of options; No

(h) money realised by exercise of options; NA

(i) total number of options in force; 1 8,500

(j) employee wise details of options granted to: (i) Key Managerial Personnel:

*Due to resignation of certain employees.

There is no material change in the ESOP scheme and the same is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014. ESOP scheme are made available on the Companys website fwww.pelhakoba.coml

As per Regulation 13 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, a certificate received from the secretarial auditor of the company that the scheme(s) has been implemented in accordance with these regulations and in accordance with the resolution of the Company in the general meeting is annexed as Annexure -G.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURINGTHEYEARALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year, there were no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

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 ALONG WITH THE REASONS THEREOF

During the year, the Company had not made any One Time Settlement with any banks or Financial Institutions.

COMPLIANCE OF SECRETARIAL STANDARDS

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

GENERAL DISCLOSURE

During the Financial Year under review:

a. the Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise, pursuant to the provisions of Section 43 of the Act and Rules made thereunder.

b. the Company has not made any provisions of money or has not provided any loan to the employees of the Company for purchase of shares of the Company or its holding Company, pursuant to the provisions of Section 67 of the Act and Rules made thereunder.

c. the Company has not accepted any deposit from the public, pursuant to the Chapter V of the Act and Rules made thereunder.

d. the Company has not bought back its shares, pursuant to the provisions of Section 68 of the Act and Rules made thereunder.

e. there were no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

f. there were no significant 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 statements relate and the date of this Report.

g. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

ACKNOWLEDGEMENT

The Management of your Company is grateful to the Government Authorities, Shareholders, Valued Customers, Companys Bankers, Raw Material Suppliers, and other Business Associates for their continued support and co-operation.

The Directors also wish to place on record their appreciation of the co-operation, active involvement and dedication of the employees, which enabled the Management to contribute to the revival of your Company.

For and on behalf of the Board of Directors
Place : Mumbai.	RAJ KUMAR SEKHANI
Date : 27:n May, 2024	Chairman
	DIN:00102843