Remsons Industries Ltd Directors Report

To,

The Members,

Remsons Industries Limited

Your directors take pleasure in presenting the 53^rd Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS:

The Companys financial performance for the financial year ended 31^st March 2025 is summarized below:

(Rs. in Lakh)

	Standalone		Consolidated
Particulars	Financial Year ended 31st March, 2025	Financial Year ended 31st March, 2024	Financial Year ended 31st March, 2025	Financial Year ended 31st March, 2024
Revenue from operations and Other Income (Net)	28,198.04	25,946.29	37,985.69	31,556.50
Profit before interest, Depreciation, tax and extra ordinary items	2,805.85	2,568.50	4,062.93	3,443.82
Less: (i) Financial expenses	487.87	555.39	639.97	680.43
(ii) Depreciation / Amortization	906.74	779.89	1,167.51	1,100.77
Profit / (Loss) before exceptional items & tax	1411.24	1,233.22	2,255.45	1,662.62
Add: Exceptional Items	90.19	(38.49)	(10.65)	(38.49)
Profit / (Loss) before tax	1,501.43	1,194.73	2,244.80	1,624.12
Less: Tax-Provision:
- Current Tax	351.70	315.40	512.05	324.06
- Deferred tax Liabilities / (Assets)	41.89	(5.65)	36.50	(31.89)
Net Profit / (Loss)	1,107.84	884.98	1,696.24	1,331.96
Less: Share of minority interest	-	-	259.40	-
Net Profit / (Loss) After Tax	1,107.84	884.98	1,436.84	1,331.96
Other Comprehensive Income	(314.99)	13.20	99.42	71.96
Total Comprehensive Income for the year	792.85	898.18	1,536.26	1,403.92

2. AUTOMOBILE INDUSTRY SCENARIO:

India enjoys a strong position in the global heavy vehicles market as it is the largest tractor producer, second-largest bus manufacturer and third-largest heavy truck manufacturer in the world. Indias automobile sector is split into four segments i.e. two-wheelers, three-wheelers, passenger vehicles and commercial vehicles, each having a few market leaders. Two-wheelers and passenger vehicles dominate the domestic demand.

In terms of market size, the Indian passenger car market was valued at US$ 32.70 billion in FY21, and it is expected to reach a value of US$ 54.84 billion by FY27 while registering a CAGR of over 9% between 2022-27. The global EV market was estimated at approximately US$ 250 billion in FY21 and by FY28 it is projected to grow by 5 times to US$ 1,318 billion.

3. OPERATIONS:

India has a strong market in terms of domestic demand and exports. Indias electric vehicle market is anticipated to expand at a CAGR of 28.52% to attain Rs.1,54,896 Crore (US$ 18.32 billion) by CY29 from Rs.44,135 Crore (US$ 5.22 billion) in CY24. In March 2025, the total production of passenger vehicles, three-wheelers, two-wheelers, and quadricycles was 24,76,915 units.

During FY25, the total production of passenger vehicles, commercial vehicles, three-wheelers, two-wheelers, and quadricycles was 3,10,34,174 units. India accomplished a significant milestone, with the sale of more than 20 Lakh Electric Vehicles in FY25.

During the financial year under review, on standalone basis, the Company generated total revenue of Rs.28,198.04 Lakh (previous year Rs. 25,946.29 Lakh) and Net profit (after tax) earned was Rs.1,107.84 Lakh (previous year Rs.884.98 Lakh). During the financial year under review, on consolidated basis, the Company has generated total revenue of Rs.37,985.69 Lakh (previous year Rs.31,556.50 Lakh) and earned Net profit (after tax) of Rs.1,436.84 Lakh (previous year Rs.1,331.96 Lakh)

4. EXPORTS:

During the financial year under review, exports were at Rs.4,546.97 Lakh as compared to Rs.4,488.16 Lakh in the previous year.

5. CREDIT RATING:

ICRA Limited has reaffirmed the following credit ratings for Companys long term and short term credit facilities:

Details of Bank Limits Rated by ICRA (Rated on Long – Term Scale)	Amount (Rs. in Lakh)	Rating	Rating Assigned on
Cash Credit
State Bank of India	2,700.00	[ICRA]BBB+(Stable)	13th June, 2025
Overdraft
Standard Chartered Bank	800.00	[ICRA]BBB+(Stable)	13th June, 2025
Term Loans
State Bank of India	24.00	[ICRA]BBB+(Stable)	13th June, 2025
IndusInd Bank Limited	1,250.00	[ICRA]BBB+(Stable)	13th June, 2025
Vivriti Capital Limited	2,000.00	[ICRA]BBB+(Stable)	13th June, 2025
Total	6,774.00

 

Details of Bank Limits Rated by ICRA (on Short – Term Scale)	Amount (Rs. in Lakh)	Rating	Rating Assigned on
Invoice Discounting
Kotak Mahindra Bank Limited	1,500.00	[ICRA]A2	13th June, 2025
LC Limit
Standard Chartered Bank	130.00	[ICRA]A2	13th June, 2025
Bank Guarantee
Standard Chartered Bank	70.00	[ICRA]A2	13th June, 2025
Derivative/Forward Contracts
State Bank of India	100.00	[ICRA]A2	13th June, 2025
Unallocated Limits	108.00	[ICRA]A2	13th June, 2025
Total	1,908.00
Grand Total	8,682.00

6. DIVIDEND AND TRANSFER TO RESERVES:

Your directors have pleasure in recommending payment of dividend of Rs.0.30 per Equity Share (15%) having face value of Rs.2/- each (previous year Rs.0.30 per Equity Share (15%) having face value of Rs.2/- each) for the financial year ended 31^st March, 2025. This will absorb total cash outflow of Rs.104.64 Lakh (previous year Rs.104.64 Lakh). The dividend, if approved, will be paid to those members whose names shall appear on the Register of Members / List of Beneficial Owner on Friday, 12^th September, 2025.

During the financial year under review, the Company has not transferred any amount to reserves.

7. SHARE CAPITAL OF THE COMPANY:

During the financial year under review, there was no change in share capital of the Company.

The Company sub-divided nominal value of its Equity Shares from Rs.10/- (Rupees Ten only) each per Equity Share to Rs.2/- (Rupees Two only) each and consequently altered Clause V - Capital Clause of its Memorandum of Association by passing Special Resolution thereof in the Extra-ordinary General Meeting of its members held on 29^th March, 2024. The sub-divided equity shares having nominal value of Rs.2/- (Rupees Two only) each were credited to the demat accounts / share certificates were issued to the shareholders holding shares as on 5^th July, 2024, the Record date fixed for the purpose.

As on 31^st March, 2025, the Authorized Share Capital of the Company stood at Rs.12,00,00,000/- (Rupees Twelve Crore only) divided into 6,00,00,000 (Six Crore) Equity Shares of Rs.2/- (Rupees Two) each and the issued, subscribed and paid-up share capital of the Company stood at Rs.6,97,57,570/- (Rupees Six Crore Ninety Seven Lakh Fifty Seven Thousand Five Hundred and Seventy only) divided into 3,48,78,785 (Three Crore Forty Eight Lakh Seventy Eight Thousand Seven Hundred and Eighty Five) Equity Shares of Rs.2/- (Rupees Two only) each.

8. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of business activities of the Company during the financial year under review.

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

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these Financial Statements relate and the date of this report except the following:

The Board of Directors of the Company, in its meeting held on 9^th April, 2025, approved acquisition of 51.01% stake in Astro Motors Private Limited ("Astro Motors") in following manner:

a. By subscribing for 62,500 (Sixty-Two Thousand Five Hundred) new Equity Shares of Rs.10/- each for cash at a price of Rs.1,600/- (Rupees One Thousand Six Hundred only) per share aggregating to Rs.10.00 Crore (Rupees Ten Crore only) to be issued and allotted on preferential basis; and

b. By acquiring 26,400 Equity Shares of Rs.10/- each from the existing promoters of Astro Motors, consideration to be paid by issue and allotment of 3,19,994 (Three Lakh Nineteen Thousand Nine Hundred Ninety-Four) new Equity Shares of Rs.2/- (Rupees Two only) each of the Company to be issued on preferential basis at a price of Rs.132/- (Rupees One Hundred Thirty-Two only) per share.

The aforesaid issue and allotment of 3,19,994 new Equity Shares of Rs.2/- (Rupees Two only) each of the Company at a price of Rs.132/- per share on preferential basis was approved by the members of the Company in their 01/2025-26 Extra Ordinary General Meeting held on 6^th May, 2025.

However, the Board of Directors, at its meeting held on 4^th August, 2025, decided to cancel the acquisition of 26,400 Equity Shares of Rs.10/- each from the existing promoters of Astro Motors consideration to be paid by issue and allotment of 3,19,994 new Equity Shares of Rs.2/- each, due to delay in setting up of the assembly line.

After cancellation of acquisition of 26,400 Equity Shares of Rs.10/- each and investment made for 62,500 Equity Shares aggregating to Rs.10.00 Crore as aforesaid, the Company holds 35.86% Equity Shares of Astro Motors. Accordingly, Astro Motors has become Associate of the Company.

10. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company and Daiichi Infotainment Systems Private Limited, incorporated a Joint Venture Company viz. ‘Daiichi Remsons Electronics Private Limited, having Corporate Identity Number (CIN): U32204PN2024PTC230535 on 28^th April, 2024, with a capital ratio of 50:50 respectively, with the Registrar of Companies, Pune, Maharashtra.

The Company entered into a Joint Venture Agreement on 14^th February, 2024 (‘JV Agreement) with Uni Automation (India) Private Limited, and its promoters viz. Mr. Vidyadhar Mahajan and Mr. Niranjan Mahajan, to acquire automotive sensor business of Uni Automation (I) Pvt. Ltd. In terms of the said JV Agreement, Mr. Vidyadhar Mahajan and Mr. Niranjan Mahajan incorporated a company viz. ‘Remsons- Uni Autonics Private Limited, having Corporate Identity Number (CIN): U29304MH2024PTC422366 on 28^th March, 2024 with the Registrar of Companies, Mumbai, Maharashtra.

Further, as per the terms of said JV Agreement, the Company acquired 5,500 (55%) Equity Shares of Rs.10/- each of Remsons-Uni Autonics Private Limited from Mr. Vidyadhar Mahajan and Mr. Niranjan Mahajan. Consequently, Remsons-Uni Autonics Private Limited became subsidiary of the Company w.e.f. 2^nd May, 2024.

Remsons Holding Ltd., wholly owned subsidiary of the Company acquired 51% shareholding in BEE Lighting Ltd. pursuant to the Share Purchase and Share Holders Agreement dated 18^th October 2024. Consequently, the BEE Lighting Ltd. became stepdown subsidiary of the Company w.e.f. 18^th October, 2024.

As on 31^st March, 2025, the Company had one Indian subsidiary viz. Remsons-Uni Autonics Private Limited, one foreign wholly owned subsidiary viz. Remsons Holding Ltd., UK, three foreign step- down subsidiaries viz. Remsons Properties Ltd. (earlier known as "Woolford Properties Ltd."), UK, Remsons Automotive Ltd. (formerly known as "Magal Automotive Ltd."),UK and Bee Lighting Ltd, UK and two Joint ventures viz. Aircom Remsons Automotive Pvt. Ltd. and Daiichi Remsons Electronics Private Limited.

None of the subsidiary companies are material subsidiary within the meaning of ‘material subsidiary as defined under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 (Act), a statement containing salient features of the financial statements of said subsidiaries and joint venture in Form No. AOC - 1, is annexed as Annexure - I and forms part of this report.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company including Consolidated Financial Statements along with relevant documents and separate Audited Financial Statements of the aforesaid subsidiary companies are also made available on the website of the Company viz. www.remsons.com.

Further, the Company incorporated subsidiary company, namely, Remsons Edge Technologies Private Limited on 28^th May, 2025 having Corporate Identity Number (CIN): U30201MH2025PTC449363 to engage in the business of manufacturing of Brake Slack Adjuster, Air Brake components of Wagons, Defense Brake and Steering Systems for Battel Vehicle Industries and subscribed for 51% stake i.e. 76,500 Equity Shares of Rs.10/- each.

The Company made investment of Rs.10.00 Crore in Astro Motors Private Limited for acquiring 35.86% stakes. Consequently, Astro Motors Private Limited has become associate of the Company w.e.f. 9^th April, 2025.

11. CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of Sections 129 and 133 of the Act read with the Companies (Accounts) Rules, 2014 and as required under Regulation 34 of the Listing Regulations, the Company has prepared Consolidated Financial Statements consolidating financial statements of Remsons-Uni Autonics Private Limited, subsidiary Company, Remsons Holding Ltd., UK, wholly owned subsidiary, Remsons Properties Ltd. (formerly known as "Woolford Properties Ltd."), UK, Remsons Automotive Ltd. (formerly known as "Magal Automotive Ltd."), UK, and Bee Lighting Ltd, UK, step down subsidiaries of the Company, Aircom Remsons Automotive Pvt. Ltd. and Daiichi Remsons Electronics Private Limited, Joint ventures with its financial statements in accordance with the applicable provisions of Indian Accounting Standards ("Ind-AS"). The Consolidated Financial Statements along with the Independent Auditors Report thereon are annexed and form part of this report.

The summarized consolidated financial position is provided above in point no. 1 of this report.

12. PUBLIC DEPOSITS:

During the financial year under review, the Company has not accepted or renewed any deposits from public within the meaning of Sections 73 and 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

13. LISTING:

The Equity Shares of the Company are listed on BSE Ltd. ("BSE") and National Stock Exchange of India Limited ("NSE"). The Company has paid the requisite listing fees to the said Stock Exchanges for the financial year 2025-26.

14. ANNUAL RETURN:

As required under Section 92(3) read with 134(3)(a) of the Act, the copy of Annual Return as on 31^st March, 2025 will be placed on the Companys website and can be accessed at www.remsons.com.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Retirement by rotation:

In accordance with the provisions of Section 152(6) of the Act read with the Companies (Management and Administration) Rules, 2014 and the Articles of Association of the Company, Mrs. Chand Kejriwal (DIN: 00513737), Director of the Company, retires by rotation at the ensuing 53^rd Annual General Meeting ("AGM") of the Company and being eligible, has offered herself for re-appointment and your Board recommends her re-appointment.

b) Appointment / Re-appointment:

In terms of provisions of Section 152(6) of the Act, Mr. Rahul Kejriwal (DIN: 00513777), who retired by rotation at previous 52^nd AGM of the Company held on 20^th September, 2024, was re-appointed as director of the Company. Further, he was re-appointed as Whole Time Director of the Company for a period of 5 (five) years w.e.f. 1^st June, 2025, subject to approval of the members of the Company. The approval of members of the company is being sought through Postal Ballot Process, resulty which will be declared on 30th August, 2025

c) Cessation:

During the financial year under review, no director or Key Managerial Personnel resigned/ ceased from the services of the Company.

d) Declaration from Independent Directors:

The Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and pursuant to Regulation 25 of the said Regulations that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

Further, the Independent Directors have also submitted their declaration in compliance with the provisions of Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, which mandates the inclusion of an Independent Directors name in the data bank of the Indian Institute of Corporate Affairs ("IICA"). None of the directors of your Company are disqualified under the provisions of Section 164 of the Act. Your directors have made necessary disclosures, as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience and are independent of the management.

e) Number of Directors

Asper Regulation 17(1) of the Listing Regulations, the Company is required to appoint minimum 6 (six) directors including one woman director on its Board out of them half of the Board should consist of independent directors. As on the date of this report, your Company has 7 (seven) directors consisting of four Independent Directors including one woman Director and three Executive Directors, including one more women Director, complying with aforesaid requirement.

f) Annual evaluation of performance by the Board:

In terms of applicable provisions of Section 149 read with Schedule IV of the Act and rules framed there under and Regulation 17 read with Part D of Schedule II of the Listing Regulations, the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board along with performance evaluation of each director to be carried out on an annual basis. Pursuant to the provisions of the Act and the Listing Regulations, the evaluation of the Board and its performance, the directors individually and the working of its Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee including the Chairman of the Company was carried out by the Board. The Board has evaluated the performance of each Executive, Non-Executive and Independent Directors considering the business of the Company and the expectations that the Board has from each one of them.

The evaluation framework for assessing the performance of directors comprises of the following key areas:

i. Attendance at the Board and Committee meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance; and

iv. Providing perspectives and feedback going beyond information provided by the management.

Taking into account the views of Executive Directors and Non-Executive Directors, the Independent Directors, in their separate meeting, evaluated the performance of non-independent directors, the Board as a whole and Chairman of the Company, and found their performance satisfactory.

g) Key Managerial Personnel (KMP):

The details of Key Managerial Personnel of the Company as on 31^st March, 2025 are as follows:

Sr. No.	Name of the Directors	Designation
1.	Mr. Krishna Kejriwal	Chairman & Managing Director
2.	Mrs. Chand Kejriwal	Whole Time Director
3.	Mr. Rahul Kejriwal	Whole Time Director
4.	Mr. Amit Srivastava	Chief Executive Officer
5.	Mr. Debendra Panda	Chief Financial Officer
6.	Mr. Rohit Darji	Company Secretary and Compliance officer

Apart from the above, no other Directors or KMP were appointed or retired or resigned during the financial year under review.

16. MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Company / business policies and strategies apart from other business of the Board. The notices of Board meetings are given well in advance to all the directors of the Company. Meetings of the Board are held in Mumbai, Maharashtra. The agenda of the Board / Committee meetings are circulated at least 7 days before the date of the meetings. In case of any business exigencies, meetings are called and convened at shorter notice, or the resolutions are passed through circulation, as permitted by law and are noted in the next meeting. The agenda for the Board and Committee meetings include detailed notes on the items to be discussed at the meetings to enable the directors to take informed decisions.

During the financial year under review, the Board of Directors met 8 (eight) times as per details given below:

Sr. No.	Date of meeting	Total Number of directors as on the date of meeting	Attendance Number of directors attended	% of attendance
1.	02.05.2024	7	7	100.00
2.	28.05.2024	7	7	100.00
3.	14.08.2024	7	7	100.00
4.	04.10.2024	7	7	100.00
5.	12.11.2024	7	7	100.00
6.	02.01.2025	7	5	71.43
7.	07.02.2025	7	7	100.00
8.	25.02.2025	7	5	71.43

The intervening gap between two consecutive meetings was within the period prescribed under the Act and the Listing Regulations.

17. DIRECTORSRESPONSIBILITYSTATEMENT:

Your directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3)(c) read with Section 134(5) of the Act state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31^st March, 2025 and of the profit of the Company for that period;

c. they have taken proper and sufficient 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. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

18. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV of the Act, a separate meeting of the Independent Directors of the Company was held on 7^th February, 2025 without presence of Non-Independent Directors and members of the management to consider the following:

i. performance of Non-Independent Directors and the Board as a whole;

ii. performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors; and

iii. assessing the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors expressed satisfaction on the performance of Non-Independent Directors and the Board as a whole. The Independent Directors were also satisfied with the quality, quantity and timeliness of flow of information between the Company management and the Board.

19. COMMITTEES OF THE BOARD OF DIRECTORS:

In accordance with the provisions of the Act and the Listing Regulations, the Company has constituted 3 (three) committees of the Board, namely:

I. Audit Committee;

II. Nomination and Remuneration Committee; and III. Stakeholders Relationship Committee.

Details of the Committees along with their charters, composition, meetings held during the financial year under review are provided in the report on Corporate Governance forming part of this Report.

The details of meetings of various committees and attendance thereat are given below:

Sr. No.	Type of Meeting	Date of meeting	Total Number of Members as on the date of meeting	Attendance Number of members attended	% of attendance
1.	Audit Committee	28.05.2024	4	4	100.00
2.		14.08.2024	4	4	100.00
3.		12.11.2024	4	4	100.00
4.		07.02.2025	4	4	100.00
5.	Nomination and Remuneration Committee	14.08.2024	4	4	100.00
6.	Stakeholders Relationship Committee	28.05.2024	4	4	100.00
7.		14.08.2024	4	4	100.00
8.		12.11.2024	4	4	100.00
9.		07.02.2025	4	4	100.00

20. Audit Committee:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations. The members of the Committee possess sound knowledge on accounts, audit, finance, taxation, internal controls, etc.

As on 31^st March, 2025, the Audit Committee comprised of 4 (four) members viz. Mrs. Visalakshi Sridhar, Mr. Anil Kumar Agrawal, Mr. Shishir Vasant Dalal, Independent Directors and Mr. Krishna Kejriwal, Chairman and Managing Director as its members. Mrs. Visalakshi Sridhar is Chairperson of the Audit Committee. The Company Secretary and Compliance Officer of the Company acts as Secretary to the Audit Committee.

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Companys internal control and financial reporting process and vigil mechanism.

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

21. APPOINTMENT AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a policy for selection, appointment and remuneration of directors, and Senior Management Personnel (‘SMPs) including criteria for determining qualifications, positive attributes, independence of a director and other related matters. The Remuneration Policy has been placed on the website of the Company viz. www.remsons.com.

22. INDEPENDENT DIRECTORS FAMILIARISATION PROGRAMME:

The Company undertakes and makes necessary provisions for appropriate induction programme for new directors and ongoing training for existing directors. The new directors are introduced to the Companys culture through appropriate training programmes. Such kind of training programmes help in developing relationship of the directors with the Company and familiarize them with the Company processes. The management provides such information and training either at the meetings of the Board of Directors or otherwise.

The induction process is designed to:

build an understanding of the Companys processes; and

fully equip directors to perform their role on the Board effectively.

Upon appointment, directors receive a letter of appointment setting out in detail the terms of appointment, duties, responsibilities and expected time commitments. The details of familiarization programme imparted to independent directors are available on the Companys website viz. www.remsons.com.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of the Listing Regulations, the Company has adopted Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Company promotes ethical behaviour in all its business activities and has adopted a mechanism of reporting illegal or unethical behaviour. The Company has a whistle blower policy wherein the directors and employees are free to report violations of laws, rules, regulations or unethical conduct of their immediate supervisor or such other person as may be notified by the management to the directors and employees / workers. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in the exceptional cases. The confidentiality of those reporting violation is maintained, and they are not subjected to any discriminatory practice.

No violation of laws or unethical conduct etc. was brought to the notice of the Management or Audit Committee during the financial year under review. We affirm that during the financial year under review, no director or employee was denied access to the Audit Committee. The details of the Vigil mechanism / Whistle Blower Policy is available on the website of the Company viz. https://www. remsons.com/content/pdf/policies/V1442906096Rs. vigil-mechanism-policy.pdf

24. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:

a) Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this Annual Report as Annexure – II and forms part of this report.

b) The statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is provided in a separate annexure. Further in terms of Section 136 of the Act, this report and the Financial Statements are being sent to the members excluding the aforesaid annexure. The said annexure is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer of the Company and the same will be furnished on request.

c) Information under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted an Internal Committee as required under Section 4 of the Act. During the financial year under review, no complaint was filed before the said Committee. No complaint was pending at the beginning or end of the financial year under review.

d) Compliance with the provisions of Maternity Benefit Act, 1961:

The Company has devised proper systems to ensure compliance with the provisions of the Maternity Benefit Act, 1961. Your Directors confirm that the Company has complied with the said provisions during the financial year under review, wherever required.

e) Number of employees as on the closure of financial year ended 31^st March, 2025:

Female :	22
Male :	227
Transgender :	0

25. STATUTORY AUDITORS:

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at their 50^th AGM held on 28^th September, 2022 appointed M/s. Kanu Doshi Associates LLP, Chartered Accountants, Mumbai (Firm Registration No.: 104746W / W10096) as Statutory Auditors of the Company for a term of 5 (five) consecutive years, accordingly they will hold office as such till the conclusion of the 55^th Annual General Meeting of the Company to be held for the financial year ending 31^st March, 2027.

M/s. Kanu Doshi Associates LLP, Chartered Accountants, have furnished a certificate of their eligibility under Section 141 of the Act and the Companies (Audit and Auditors) Rules, 2014, confirming that they are eligible for continuance as Statutory Auditors of the Company.

26. EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS BY STATUTORY AUDITORS:

The Statutory Auditors Reports on the Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31^st March, 2025 do not contain any qualifications, reservation or adverse remarks.

27. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204(1) of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, M/s. M Baldeva Associates, Company Secretaries, Mumbai (M. No.: FCS 6180 /COP No.: 11062) were appointed as Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the said financial year is appended to this report as Annexure - III and forms part of this report.

With respect to observation made by the Secretarial Auditors in their Report regarding delay in filing of some e-forms with the Registrar of Companies, your directors would like to mention that the delay in filing of such e-forms was inadvertent.

Further, pursuant to the provisions of Regulation 24A of Listing Regulations as amended vide Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated 13^th December, 2024, upon recommendation made by the Audit Committee, the Board of Directors has appointed M/s. M Baldeva Associates, Company Secretaries, Mumbai as Secretarial Auditors of the Company for a term of 5 (five) consecutive years commencing from financial year 2025-26 till financial year 2029-30, subject to approval of shareholders at the ensueing Annual General Meeting. A resolution seeking approval of the members for appointment of Secretarial Auditors is provided in the Notice of the ensuing 53^rd AGM of the Company.

28. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s. Rs.A M & Co., Chartered Accountants, Mumbai as Internal Auditors of the Company for the financial year under review. The Internal Auditors submit their reports on periodical basis to the Audit Committee.

Based on internal audit reports, the management undertakes corrective actions in respective areas and thereby strengthens the controls.

29. REPORTING OF FRAUD BY AUDITORS

None of the Auditors have reported any fraud as specified under Section 143(12) of the Act.

30. INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place proper and adequate internal control systems commensurate with the nature, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and are adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures at all locations of the Company and strives to maintain the standard in Internal Financial Control.

31. COST RECORDS:

During the financial year under review, the Company was not required to maintain cost records for any of its products as required under Section 148(1) of the Act.

32. RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE ACT:

All contracts / arrangements / transactions entered into by the Company during the financial year under review with the related parties were in the ordinary course of business on arms length basis and are reported in the Notes to Accounts on the Financial Statements for the financial year ended 31^st March, 2025.

The related party transactions entered into during the financial year under review by your Company were not material in terms of provisions of Section 188 of the Companies Act, 2013, accordingly, the disclosure of material related party transactions as required under Section 134(3) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.

In accordance with the provisions of Regulation 23 of the Listing Regulations, the Company has adopted a policy on Related Party Transactions and the same has been uploaded on its website viz. www.remsons.com/content/pdf/policies/related-party-transaction-policy.pdf.

34. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information in terms of requirement of clause (m) of sub-section (3) of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in Annexure - IV and forms part of this report.

35. CORPORATE SOCIAL RESPONSIBILITY

The details of the CSR activities undertaken by the Company as per the provisions of Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure - V, and forms part of this report.

36. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

The details of loans or guarantees given or investments made by the Company under the provisions of Section 186 of the Act are given under Notes to Accounts on the Financial Statements for the financial year ended 31^st March, 2025, forming part of this report.

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

During the financial year under review, no significant or material order was passed by any regulator or court or tribunal, which may impact the going concern status of the Company or will have bearing on Companys operations in future.

38. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and your directors confirm compliance of the same during the financial year under review.

39. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to the provisions of Regulation 34(3) read with Schedule V of the Listing Regulations, the following have been made part of the Annual Report and are annexed to this report:

- Management Discussion and Analysis Report;

- Corporate Governance Report;

- Declaration on compliance with Code of Conduct;

- Certificate from Practicing Company Secretary that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of company; and

- Practicing Company Secretaries Certificate regarding compliance of conditions of Corporate Governance.

40. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have any of its securities lying in demat suspense account / unclaimed suspense account / suspense escrow account arising out of public / bonus / rights issue / expiration of period of 120 days from date of issuance of ‘Letter of Confirmation by the RTA in terms of SEBI Circular No. SEBI/LAD-NRO/GN/2022/66 dated 25^th January, 2022 read with SEBI Master Circular No. SEBI/HO/MIRSD/POD-1/P/ CIR/2024/37 dated 7^th May, 2024 in matters w.r.t. issue of duplicate securities certificate; claim from unclaimed suspense account; renewal / exchange of securities certificate; endorsement; sub-division / splitting of securities certificate; consolidation of securities certificates / folios; transmission and transposition received from the shareholder / claimant. Hence, providing particulars relating to aggregate number of shareholders and outstanding securities in suspense account and other related matters are not required.

41. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year under review, no application was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the financial year under review.

42. VALUATION OF ASSETS:

During the financial year under review, there was no instance of one-time settlement of loans / financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

43. ACKNOWLEDGEMENT:

Your directors would like to place on record their gratitude for all the guidance and co-operation received from the shareholders, banks and other government and regulatory agencies. Your directors would also like to take this opportunity to express their appreciation for the hard work and dedicated efforts put in by the employees of the Company and look forward to their continued contribution and support.

For and on behalf of the Board of Directors of	Remsons Industries Limited
	Krishna Kejriwal
Place: Mumbai	Chairman & Managing Director
Date: 11th August, 2025	DIN: 00513788