Piotex Industries Ltd Directors Report

Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company"), along with the Standalone Audited Financial Statements for the Financial Year ended on 31^st March, 2025.

FINANCIAL RESULTS:

The Company?s financial performance for the year ended on 31^stMarch, 2025 is summarized below:

PARTICULARS	Standalone
	31.03.2025	31.03.2024
I. Net Sales/Income from Operations	13435.66	11845.92
II. Other Income	34.41	47.96
III. Total Revenue (I+II)	13470.07	11893.88
IV. Earnings Before Interest, Taxes, Depreciation and Amortization Expense	499.29	428.84
V. Finance Cost	47.86	24.65
VI. Depreciation and Amortization Expense	2.08	2.23
VII. Profit Before Tax (IV-V-VI)	449.35	401.96
VIII. Tax Expense:
Less: Current Tax Expense	115.76	101.29
Less: Deferred Tax	(2.67)	(0.12)
Short Provision for tax	-	-
Profit After Tax (VII-VIII)	336.26 300.80

DIVIDEND:

For the Financial Year 2024-25, based on the Company?s performance, the Board of Directors have not recommended any dividend.

TRANSFER TO RESERVES:

During the year, the Company has not transferred any amount to Reserve and Surplus.

BUSINESS DESCRIPTION:

We are into the business of contract manufacturing and trading of yarn, fabric and cotton bales. Our Products are used for various purposes such as garments & home furnishings, etc. We engage in trading of cotton bales. We also manufacture cotton yarn through out-sourcing model (Job-work) which are almost always in demand by the garment manufacturing industry.

CHANGE IN NATURE OF BUSINESS:

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.

THE REGISTERED OFFICE:

The registered office of the company is situated at F/II Block, Plot No. 16/2, M.I.D.C., Pimpri, Pune Maharashtra - 411018, India.

SHARE CAPITAL:

During the year under review, the authorized and paid-up share capital of the Company are as follows:

> AUTHORIZED CAPITAL:

The Authorised Capital of the Company is ? 8,50,00,000/- divided into 85,00,000 Equity Shares of ? 10/- (Rupees Ten Only) each. During the Financial year, the Company has not increased the authorized Share capital of the Company.

> ISSUED, SUBSCRIBED & PAID-UP CAPITAL:

As on 31^st March, 2025, the issued, subscribed and paid-up capital of the Company is ? 5,10,36,000/- divided into 51,03,600 Equity Shares of ? 10/- (Rupees Ten Only) each.

During the Financial year, the Company has increased issued, subscribed and paid-up capital of the Company as per table below.

Sr No Date of Allotment	No. of equity Shares allotted	Issue Price	Nature Allotment	of
1 15/05/2024	15,39,600	Rs. 94	Initial Offering	Public

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on the date of this report, the Board comprises of following Directors and Key Managerial Personnel;

Name of Director	Designation	Date of Original Appointmen t	Date of Resignation	No. of Shares held as on 31stMarch, 2025
Mr. Abhay Shriram Asalkar	Chairman cum Managing Director	24/10/2019	--	16,82,670 Equity Shares
Mr. Yogesh Omprakash Nimodiya	Executive Director and CFO	24/10/2019 & 25/08/2023		16,82,670 Equity Shares
Mr. Sandeep Vitthalrao Deore	Non-Executive Director	30/11/2021	--	Nil
Mr. Sandeep Narayanrao Deore	Non-Executive Independent Director	15/09/2023		Nil
Mrs. Bhavisha Kunal Chauhan	Non-Executive Independent Director	15/09/2023		Nil
Mr. Mahendra Singh Rajpoot	Company Secretary and Compliance Officer	20/09/2023		Nil

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sandeep Vitthalrao Deore will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

None of the Directors of the Company are disqualified under the provisions of Section 164(2) of the Companies Act, 2013.

DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8, List of relatives and declaration as to compliance with the Code of Conduct of the Company.

BOARD MEETING:

Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are convened, as and when require, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at the registered office of the Company.

During the year under review, Board of Directors of the Company met 5 times. Details of Meeting and their attendance as below:

	Name of Director
Date of Board Meeting	Mr. Abhay Shriram Asalkar	Mr. Yogesh Omprakash Nimodiya	Mr. Sandeep Vitthalrao Deore	Mr. Sandeep Narayanrao Deore	Mrs. Bhavisha Kunal Chauhan
15/04/2024	Yes	Yes	Yes	Yes	Yes
14/05/2024	Yes	Yes	Yes	Yes	Yes
07/09/2024	Yes	Yes	Yes	Yes	Yes
12/11/2024	Yes	Yes	Yes	Yes	Yes
07/03/2025	Yes	Yes	Yes	Yes	Yes

The meetings of the Board of the Companies within the intervals provided in section 173 of the Companies Act, 2013 (120 days) were compiled between two Board Meetings.

INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. A separate meeting of Independent Directors was held to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company viz. www.piotexindustries.com.

DETAILS OF KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Companies Act, 2013, Mr. Abhay Shriram Asalkar is Managing Director, Mr. Yogesh Omprakash Nimodiya is Chief Financial Officer and Mr. Mahendra Singh Rajpoot is a Company Secretary & Compliance Officer of the Company.

UTILIZATION OF FUND RAISED FROM INITIAL PUBLIC OFFERING:

During the period under review, the Company has raised moneys by way of Initial public Offering by issuing 15,39,600 equity shares of ? 10 each at a premium of ? 84 per share. The money as raised have been applied for the purposes for which those are raised till March 31, 2025 as follows:

S. No. Object of the Issue	Amount allotted forthe object	Amount utilized till March 31, 2025	Amount unutilizedtill March 31, 2025
1 To meet working capital requirement of our company	1051.05	1051.05	Nil
2 General Corporate Purposes	270.92	270.92	Nil
3 Issue related Expenses	125.25	125.25	Nil
Total	1447.22	1447.22	Nil

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance board committees and individual directors pursuant to the provisions of the Act. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure effectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc. In addition, the performance of chairman was also evaluated on the key aspects of his role.

The Board has reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc.

DIRECTORS? RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013; the Board of Directors to the best of their knowledge and ability confirm that:

a) In preparation of Annual Accounts for the year ended 31^st March, 2025; the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors have selected such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state

of affairs of the Company at the end of the Financial Year and of the profit or loss of the Company for that year;

c) 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 the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the Annual Accounts for the year ended 31^st March, 2025 on going concern basis;

e) The Directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) 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.

COMMITTEE OF BOARD:

The Board of Directors in line with the requirement of the Companies Act, 2013 has formed various

committees, details of which are given hereunder:

A. AUDIT COMMITTEE:

NAME	Category	DESIGNATION	Attendance at the Audit Committee Meetings held on
			15/04/2024	07/08/2024	09/11/2024	03/03/2025
Mr. Sandeep Narayanrao Deore	Non Executive Independent Director	Chairman	Yes	Yes	Yes	Yes
Mrs. Bhavisha Kunal Chauhan	Non Executive Independent Director	Member	Yes	Yes	Yes	Yes
Mr. Yogesh Omprakash Nimodiya	Executive Director	Member	Yes	Yes	Yes	Yes

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Company?s Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company.

B. STAKEHOLDER?S RELATIONSHIP COMMITTEE:

NAME	Category	DESIGNATION	Attendance at the Stakeholder?s Relationship Committee Meetings held on 03/03/2025
Mr. Sandeep Narayanrao Deore	Non-Executive Independent Director	Chairman	Yes
Mrs. Bhavisha Kunal Chauhan	Non-Executive Independent Director	Member	Yes
Mr. Abhay Shriram Asalkar	Managing Director	Member	Yes

C. NOMINATION AND REMUNERATION COMMITTEE:

NAME	Category	DESIGNATION	Attendance at the Nomination and Remuneration Committee Meetings held on 15/04/024
Mr. Sandeep Narayanrao Deore	Non-Executive Independent Director	Chairman	Yes
Mrs. Bhavisha Kunal Chauhan	Non-Executive Independent Director	Member	Yes
Mr. Sandeep Vitthalrao Deore	Non-Executive Director	Member	Yes

CODE OF CONDUCT

Pursuant to the provisions of Regulations 8 & 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has formulated, implemented and has in place a comprehensive "Code of Fair Disclosure of Unpublished Price Sensitive Information" & "Code of Conduct for Prevention of the Insider Trading" for regulating, monitoring and reporting the trading by Designated persons of the Company which exemplifies the spirit of good ethics and governance and is applicable to the Designated personnel of the Company which includes Promoters, Promoter Group, Key Managerial Personnel?s, Directors, Senior Management and such other employees of the Company and others in fiduciary relationships and as may be approved by the Board of Directors, from time to time, based on the fact of having access to unpublished price sensitive information. The referred Code(s) lays down guidelines advising the Designated Personnel on procedures to be followed and disclosures to be made while dealing with the securities of the Company.

Further, the Board Members and Senior Management Personnel have affirmed compliance with the code of conduct. A declaration with regards to compliance with the Code of Conduct for the Financial Year 20242025 has been received by the Company from the Managing Director.

NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel.

The Nomination and Remuneration Policy is placed on the website of the Company and is annexed to this Report as Annexure - A.

REMUNERATION OF DIRECTORS:

During the financial year, the Directors have drawn salary as mentioned in Annexure F.

PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY:

Details of Loans Guarantees Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement and the same is complied.

ANNUAL RETURN:

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2025, is available on the Company?s website viz. www.piotexindustries.com.

SUBSIDIARIES OF THE COMPANY:

During the year under review, the Company does not have any subsidiary Company.

ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

During the year under review, the Company does not have any Associate or Joint Venture.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2024-25, there was no materially significant related party transaction undertaken by the Company under Section 188 of the Companies Act, 2013 read with rules framed there under and Regulation 23 of SEBI (LODR) Regulations, 2015 that may have potential conflict with the interest of the Company. Disclosure on related party transactions is annexed to the financial statement of the Company in AOC-2 attached as Annexure B.

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments affecting the financial position of the Company have occurred between the ends of Financial Year of the Company i.e. 31^st March, 2025 to the date of this Report other than as stated above.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the Company?s operations in future.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we have framed Prevention of Sexual Harassment Policy through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

Number of sexual harassment complaints received- Nil

Number of sexual harassment complaints Disposed-off during the year- Nil

Number of sexual harassment cases pending for a period exceeding ninety days- Nil

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules 2014 as amended from time to time is annexed to this Report as Annexure - C.

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact if triggered. A detailed exercise is being carried out to identify evaluate monitor and manage both business and non-business risks.

MAINTENANCE OF COST RECORD

During the Financial Year 2024-25, the Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

LISTING

The Equity Shares of the Company remain listed on "BSE Limited". The Company has already paid the annual listing fees for the Financial Year 2024-2025 to maintain its listing status on BSE Limited. In addition to that, the Company has also paid the Annual Custody Charges for the Financial Year 2024- 2025 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system, which provides protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions. The internal control systems are further supplemented by internal audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company has put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authorised, correctly reported and assets are safeguarded.

CORPORATE GOVERNANCE:

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

The Company is listed on BSE SME Platform. Hence, filing of Corporate Governance report for the year ended March 31, 2025 is not applicable to Company.

STATUTORY AUDITOR AND THEIR REPORT:

At the 5^th Annual General Meeting held on May 08, 2024, the members approved appointment of M/s. S V J K And Associates, Chartered Accountants, Ahmedabad (Registration No. 135182W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of 5^th AGM up to the conclusion of 10^th AGM. The Board has taken note and M/s. S V J K And Associates, Chartered Accountants, have confirmed their eligibility under section 141 of the Companies Act, 2013 and the Rules framed thereunder as Statutory Auditors of the Company. As required under Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the peer review Board of the Institute of Chartered Accountants of India.

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report on the financial statements of the Company for the Financial Year ended March 31, 2025. The notes on the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any comments or explanations.

INTERNAL AUDITOR

The Board of Directors has officially appointed Mr. Salim Makandar, Chief Accountant, an employee of the Company as an Internal Auditor of the Company for the Financial Year 2024-2025 to conduct the Internal Audit of the Company. This strategic decision demonstrates our commitment to upholding and enhancing proper and effective internal financial control.

With his expertise and experience, Mr. Salim Makandar plays a crucial role in evaluating and improving our internal financial processes and systems.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure - D.

SECRETARIAL AUDITOR AND THEIR REPORT:

The Board of Directors has officially appointed M/s. Nirav Shah & Associates, Practicing Company Secretary to serve as the Secretarial Auditor for out esteemed Company for Financial Year 2024-25. The Secretarial Audit Report received from M/s. Nirav Shah & Associates, Practicing Company Secretary, is attached herewith as ANNEXURE - E.

The Secretarial Audit Report does not contain any qualification reservation or adverse remark. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013:

The Information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5 (1) & 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure - F.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website containing basic information about the Company. The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

ADHERENCE TO STATUTORY COMPLIANCES

During the Financial Year under review, the Company diligently adhered to all the relevant statutory compliances of the Act, Listing Regulations, Secretarial Standards issued by ICSI, and other laws, provisions, and Acts that are applicable to the Company. This unwavering commitment to compliance ensures that the Company operates within the legal framework, maintaining transparency and accountability in its operations. By upholding these standards, the Company strives to build trust among its stakeholders while fostering a culture of responsible corporate governance.

MATERNITY BENEFIT COMPLIANCE

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. Adequate facilities and support, including paid maternity leave and nursing breaks, have been extended to eligible women employees during the financial year. The Company remains committed to ensuring a safe, supportive, and inclusive workplace for all its employees.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014 and other applicable provisions of the act and listing regulations to the extent the transactions took place on those items during the year.

ACKNOWLEDGEMENT:

Your Director acknowledge the dedicated service of the employees of the Company during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, business partners and other stakeholders.