Salona Cotspin Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the 31 st Annual Report along with Audited financial statements of your Company for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE

The summarised financial highlight for the financial year ended March 31, 2025 is depicted below:

Particulars	2024-2025	2023-2024
INCOME
Revenue from operations	66,215.64	72,225.79
Other Income	15.49	25.29
Total Income	66,231.13	72,251.08
Profit before Depreciation, Finance Costs, Exceptional Items and Tax Expense	3,212.22	3,047.88
Less: Depreciation/Amortization/Impairment	773.84	686.21
Profit before Finance Costs, Exceptional Items and Tax Expense	2,438.38	2,361.67
Less: Finance Costs	1,884.86	1,521.39
Profit before Exceptional Items and Tax Expense	553.52	840.28
Exceptional Items	Nil	Nil
Profit before Tax Expense	553.52	840.28
Less: Taxes Expense (Current & Deferred)	240.21	227.54
Profit for the Year	313.31	612.74
Add: Other Comprehensive Income	20.23	9.23
Balance of Profit for Earlier Years	7,428.90	6,870.08
Less: Transfer to Reserves	Nil	Nil
Less: Dividend paid on Equity Shares	52.62	63.15
Balance carried over to Balance sheet	7,709.82	7,428.90

?‚? There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report.

?‚? Previous year figures have been regrouped/re-arranged wherever necessary.

?‚? There has been no change in nature of business of your Company.

DIVIDEND AND RESERVES :

DIVIDEND

Your Company has a robust track record of rewarding its shareholders with a generous dividend payout. The Board of Directors of your Company ("Board") has recommended a dividend of Rs.1 (10%) per Equity Share of Rs. 10 each for for the financial year ended 31 st March 2025.

GENERAL RESERVES

The Company has not transferred any sum to the General Reserve during the financial year ended March 31,2025.

TRANSFER OF UNCLAIMED DIVIDEND / SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124 & 125 of the Companies Act, 2013, unclaimed/unpaid dividend relating to the financial year 2017-18 is due for remittance to the Investor Education and Protection Fund established by the Central Government.

Further, pursuant to Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, 14,005 Equity Shares of Rs.10/- each on which dividend had remained unclaimed for a period of seven years have been transferred to the credit of the demat account identified by the IEPF Authority during the year under review.

OUTLOOK FOR THE IMMEDIATE FUTURE

The Company is strategically positioned for sustained growth, supported by operational excellence, market expansion initiatives, and continuous innovation. With a strong focus on sustainability and a performance-driven culture, we remain committed to creating enduring value for all stakeholders while safeguarding our competitive position in a dynamic market environment.

Within the textile sector, the Spinning segment continues to experience the structural challenge of volatility in cotton (raw material) prices vis-? -vis yarn (finished goods) prices. Notwithstanding these market dynamics, Salona Cotspin Limited remains committed to its growth trajectory and to consolidating its leadership in the industry.

REVIEW OF OPERATIONS

During the year under review, the production of cotton yarn stood at 48.89 lakh kilograms as compared to 43.60 lakh kilograms in the preceding year. The Company recorded a turnover of Rs.61,492.58 lakh, as against Rs.67,439.58 lakh in the previous year.

The turnover includes export sales of Rs.50,800.91 lakh, compared to Rs.56,217.99 lakh in the previous year, reflecting a decline of 9.63%. The export turnover of traded goods also reduced from Rs.46,697.38 lakh to Rs.41,198.63 lakh during the year.

FINANCES

During the year under review, the Reserves and Surplus stood at Rs. 7,724.82 Lakhs as compared to Rs. 7,443.90 Lakhs in the previous year. The Company has met all its financial commitments to the bankers towards Term Loan and Working Capital facilities

CAPACITY EXPANSION

During the year, your Company added 18,000 spindles to its existing capacity at Kannampalayam Village, Sulur Taluk, Coimbatore District. The additional spindles commenced commercial production from January 2025 onwards. This enhanced capacity is expected to contribute to turnover in the coming years and thereby improve overall profitability.

CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the company during the period under review.

SHARE CAPITAL

During the year under review, there was no change in the authorised share capital of your Company. The authorised share capital of your Company is Rs.6 Crores crore and Paid-up equity share capital stands at Rs.5.26 crores.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025, prepared in accordance with Section 92(3) of the Act is made available on the website of your Company

NUMBER OF MEETINGS OF THE BOARD

The Board met 6 (six) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report annexed herewith.

SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard ?€“ 1 and Secretarial Standard ?€“ 2 issued by the Institute of Company Secretaries of India (ICSI) (as amended).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that:

?‚? in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures;

?‚? they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

?‚? proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

?‚? the annual financial statements have been prepared on a going concern basis;

?‚? they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and operating effectively;

?‚? proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, the Statutory Auditors have not reported any instances of fraud as required under Section 143(12) of the Act.

DECLARATION OF INDEPENDENT DIRECTORS

All the Independent directors have given declarations to the effect that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 read with Schedules and Rules issued thereunder and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that their name is included in the data bank as per Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended)

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT, 2013

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for fixing the remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and Employees of the Company. The salient features of Nomination and Remuneration policy as formulated by the Company is as follows:

?‚? To formulate the criteria for appointment, re-appointment, removal of Director, Key Managerial Personnel, Senior Management and other employees in the Company.

?‚? To formulate the manner and criteria for determining qualification, positive attributes of an independent director.

?‚? To determine the criteria for payment of remuneration to Directors and Senior Management Personnel with an aim of attracting, retaining and motivating people required to run the Company successfully.

?‚? To determine the evaluation of performance of the Members of the Board including Independent Directors.

The Nomination and Remuneration Policy of the Company can be accessed on the Companys website at the link

PUBLIC DEPOSITS

The company neither accepted any public deposits nor renewed any deposits during the year. However, the company has unsecured loans from other companies which are not deposits and the details are shown in the notes on accounts.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Financial Statements. However, the Company has not granted any loan or given any security or guarantee pursuant to the provisions of Section 186 of the Companies Act, 2013.

ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL DIRECTORS AND COMMITTEES

On the advice of the Board of Directors, the Nomination and Remuneration Committee of the Board of Directors of the Company formulated the criteria for evaluation of the performance of the Board of Directors & its Committees, Independent Directors and Non-Independent Directors of the Board. Based on that, performance evaluation has been undertaken. The Independent Directors of the Company have also convened a separate meeting for this purpose.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Effective from April 1, 2025, your Companys Board has Eight members comprising of three Executive Directors, one Non-Executive & Non-Independent Directors and four Independent Directors including two Women Directors. The details of Board and Committee composition, tenure of Directors, and other details are available in the Corporate Governance Report.

Mr. Arunkumar Jhajharia (DIN:00003086), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Directors commends his re- appointment.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Companys business for effective functioning. The key skills, expertise and core competencies of the members of Board are detailed in the Corporate Governance Report section of Annual Report.

Pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors, Mrs. Harshidaa Dhiresh Raichura (DIN: 10832996) was appointed as an Independent Director of the Company for a term of five (5) consecutive years with effect from January 25, 2025, by the shareholders of the Company through postal ballot and she will continue to hold the position of an independent director till 24 th January, 2030.

Mrs. Meenakumari Shanmugam (DIN:07143889), Independent Director of the Company is demitting office on September 20, 2025, after completion of her second term as an Independent Director. The Board records sincere appreciation for the services rendered by her during her tenure as an Independent Director.

Mr. Hari Desikan Ganesh (DIN:08710451), Independent Director of the Company is completing his first term as an Independent Director. The Board, on the recommendation of Nomination and Remuneration Committee, approved his appointment as an Independent Director for a second consecutive term of five years. An agenda item is placed before the shareholders in the ensuing Annual General Meeting, and the Board commends his re- appointment for a second term of five years.

Another agenda item is placed before the shareholders for the appointment of Mr. Gaurav Jain (DIN:10719870) ?€“ as Non-Executive - Independent Director. The Nomination and Remuneration Committee has conducted due diligence of his candidature and found him fit and proper for appointment as an Independent Director. The Board in the meeting held on ?€“ approved his candidature for appointment as an Independent Director. Your Board commends is appointment as an Independent Director for a period of one year as detailed in the resolution.

APPOINTMENT/CESSATION/CHANGE IN DESIGNATION OF DIRECTORS

No Directors resigned from the company during the year. Non-Executive Independent Director ?€“ Mr. Dhiresh Jayasi tenure as an Independent Director completed on September 28, 2024.

KEY MANAGERIAL PERSONNEL

As on the date of this report, following are the Key Managerial Personnel ("KMPs") of your Company as per Section 2(51) and 203 of the Companies Act, 2013.

?‚? Mr. Shyam Lal Agarwala, Chairman & Managing Director

?‚? Mr. Manoj Kumar Jhajharia, Joint Managing Director

?‚? Mr. M.S Selvaraj, Chief Financial Officer

?‚? Ms. Rajkumari R, Company Secretary

COMMITTEES OF BOARD

As required under the Act and the SEBI Listing Regulations, the Company has the following Committees:

?‚? Audit Committee

?‚? Nomination and Remuneration Committee

?‚? Stakeholder & Relationship Committee

?‚? Corporate Social Responsibility Committee

Details of all the Committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

INDEPENDENT DIRECTORS MEETING

The Independent Directors met on February 20, 2025, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

BOARD FAMILIARISATION AND TRAINING PROGRAMME

The Board is regularly apprised on changes in statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risk universe applicable to your Companys business. These updates help the Directors in keeping abreast of key changes and their impact on your Company.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board of Directors has evaluated the Independent Director appointed during the year and confirmed their integrity, expertise, and experience (including proficiency) of the Independent Director.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The company has adequate internal control systems commensurate with the companys scale of operations. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors Report.

POLICIES

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are disclosed in website of the Company, under investors column.

PARTICULARS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company. Consequently, the requirement of submission of consolidated financial statements and disclosure of the subsidiary or joint venture or associate company as required under Section 129(3) of the Companies Act, 2013 does not arise.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR policy is available on the website of your Company and link for the same is given in Annexure ?€“ 5 of this report.

The Annual Report on CSR activities is annexed and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of Annual Report along with the required certificate from a Practicing Chartered Accountant, regarding compliance of the conditions of corporate governance, as stipulated.

AUDIT COMMITTEE

The Company has an Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Kindly refer to the Section on Corporate Governance, under the head Audit Committee for matters relating to the composition, meetings and functions of the Committee. The Board has accepted all the recommendations of Audit Committee during the year whenever required and hence no disclosure as required under Section 177(8) of the Companies Act, 2013 with respect to rejection of any recommendations of Audit Committee by Board is necessary.

CODE OF CONDUCT

In compliance of Regulation 26 (3) of SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company ("Code of Conduct").

In compliance of the said Code, all the Directors and Senior Management personnel have affirmed the code during the year under report.

INDIAN ACCOUNTING STANDARDS (IND AS)

As notified by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (IndAS) with effect from April 01, 2017 and the Financial statements are prepared on that basis.

TRANSACTIONS WITH RELATED PARTIES

All transactions entered into by the Company with related parties as defined under Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") during the Financial year 2024-25 were in the Ordinary Course of Business and at Arms length basis.

The particulars of contract and arrangement entered into by the Company with related parties referred to in

Section 188(1) of the Companies Act, 2013 are disclosed in Annexure 1 (Form No. AOC-2) and forms part of this Report.

The policy on Related Party Transactions as approved by the Board of Directors of the Company has been uploaded on the Companys website and may be accessed through the link at

MAINTENANCE OF COST RECORDS AS MANDATED BY THE CENTRAL GOVERNMENT

Pursuant to the provisions of Section 148(1) of the Companies act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company was required to maintain cost records. Accordingly, the Company has duly made and maintained the cost records as mandated by the Central Government.

AUDITORS STATUTORY AUDITORS & AUDITORS REPORT

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. Gopalaiyer & Subramanian, Chartered Accountants (Firm Registration No.: 000960S) were appointed as the Statutory Auditors of your Company for the second term of five years till the conclusion of 33 rd Annual General Meeting (AGM) of your Company to be held in the year 2027.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

The Notes to the financial statements referred in the Auditors Report are self-explanatory.

Statutory Auditors have expressed their unmodified opinion on the Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. In view of the unqualified report of the statutory auditors, the comments of the Board does not arise.

SECRETARIAL AUDITORS AND SECRETARIAL AUDITORS REPORT

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board re-appointed Mr. Ramanathan Kannan, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for the Financial Year ended March 31, 2025. The Secretarial Audit Report for the year under review is provided as Annexure ?€“ 3 of this report.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to your approval being sought at the ensuing AGM, Mr. R. Kannan, Practicing Company Secretary (COP. No. 17220; Peer review certificate no. 2803/2022) has been appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for a term of five (5) consecutive years, to conduct the Secretarial Audit of five consecutive financial years from 2025-26 to 2029-30. Secretarial Auditor has confirmed that he is not disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of your Company.

EXPLANATION TO SECRETARIAL AUDITORS COMMENT:

In respect of remarks made by the Secretarial Auditor in the report, your directors wish to state as follows:

S.No	Secretarial Auditor Qualification
1	Reg 23(9) \u2013There was a two day delay in uploading the Disclosure Relating to Related Party Transactions as on 31.03.2024. Board of the Company has taken on record the financial results for the financial year ended 31.03.2024 on 29 th May, 2024. The Related Party Transactions were uploaded in the NSE portal only on 31 st May 2024. There was a delay of 2 days and hence NSE vide its letter NSE/LIST-SOP/COMB/FINES/0720 dated 28.06.2024 imposed a penalty of Rs.10,000/- plus GST amount of Rs.1800/- on the fine amount totaling Rs.11,800/-. The company has remitted the fine amount to NSE as directed on 03.07.24. Directors Reply - The Company has remitted the penalty amount to NSE as directed. However, the Board clarifies that the Corporate Governance provisions were not applicable to the Company until Dec 12, 2024 the Third Amendment of SEBI LODR was introduced. The Company had intimated the NSE on non-applicability of the provisions. However, the Company has always adopted and followed the best governance principles and ensures no such delay will happen in future by ensuring adequate processes and further ensuring timely compliances.
2	Regulation 40(9) of SEBI (LODR) Regulations, 2015: There was 8 days delay in uploading the Certificate issued as per Regulation 40(10) of SEBI (LODR) in respect of Transfer, Transmission, Transposition of Securities as on 31.03.2024: Certificate to be uploaded on NSE portal on 30.04.2024 but the company uploaded the certificate only on 08.05.2024 resulting in a delay of 8 days. Directors Reply - There was a delay in filing of Certificate under Reg 40(9) by 8 days and the same is taken seriously. However, this regulation has been discarded w.e.f Dec 12, 2024. Hence further the filing does not arise.

COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and as per the recommendations of the Audit Committee, the Board of Directors, appointed Mr. B. Venkateswar (M.No.27623), Cost Accountant, Coimbatore as Cost Auditor of the Company for the Financial year 2025-26. The remuneration payable to the Cost Auditor is subject to ratification of the members in General meeting. The Board recommends their remuneration for members ratification.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees remuneration are provided in Annexure ?€“ 4 of this report.

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

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs) to consider and resolve the complaints related to sexual harassment. There was no complaints received from any employee during the financial year.

No. of sexual harassment complaints received during the year	NIL
No. of complaints resolved during the year	NIL
No. of cases pending for more than ninety days	NIL

MATERNITY BENEFITS ACT, 1961

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961.

VIGIL MECHANISM

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimisation of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company

During the year under review, your Company has not received any complaints under the vigil mechanism.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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, is provided as Annexure ?€“ 2 of this report.

During the year, the Company generated 58.92 lakh units (net) of wind power, compared to 69.87 lakh units in the previous year. The solar power plant (ground-mounted) at Thaligai Village, Velagoundampatti, Namakkal District, Tamil Nadu, generated 33.82 lakh units (previous year: 36.01 lakh units) for captive consumption. The wind power generator in Gujarat, commissioned in July 2023, generated 71.44 lakh units during the year as against

39.01 lakh units in the previous year.

The captive consumption of wind and solar power contributed to a significant reduction in power costs and thereby enhanced the profitability of the textile mill.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Board periodically discusses the risks concerning the companys business operations and adequate safeguards are being taken to address any potential risk.

CYBER SECURITY

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically in respect of technology controls and processes.

During the year under review, your Company did not face any incidents or breaches or loss of data breach in Cyber Security.

DETAILS OF 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.

The disclosure under this clause is not applicable as the Company has not undertaken any valuation at the time of one-time settlement with the banks or financial institutions during the year under review.

CEO/CFO CERTIFICATION

As required under SEBI (Listing Obligations and Disclosure Requirements) Rules, 2015, the Whole-Time Director and the Chief Financial Officer have furnished necessary Certificate to the Board on the financial statements presented.

SAKSHAM NIVESHAK ?€“ 100 DAYS CAMPAIGN

Pursuant to Investors Education and Protection Fund Authority (IEPFA), Ministry of Corporate affairs (MCA) circular dated July 16, 2025 for KYC and other updation and Shareholder Engagement to Prevent Transfer of Unpaid/Unclaimed Dividends to IEPF, a 100 days Campaign- "Saksham Niveshak" has been launched, targeting shareholders whose dividends remain unpaid/unclaimed. The Company has sent intimations to shareholders and has updated the same on the website and intimated NSE.

During this Campaign, all shareholders with unpaid/unclaimed dividends, are requested to update their KYC, Nomination Details, or have any issues or queries related to unpaid dividends and shares, can reach out to the Companys Registrar & Share Transfer Agent. This Campaign specifically aims to help shareholders update their KYC, Bank mandates, Nominee, and Contact Information. Shareholders are also urged to claim their unclaimed dividends to prevent their dividends and shares from being transferred to the Investor Education & Protection Fund (IEPF). For shareholders holding shares in demat form, it is advised to approach their Depository Participant (DP) to update their KYC details. The notice for this Campaign is available on the Companys website at , as well as on the National Stock Exchange (NSE) website, where the Companys shares are listed, at

GENERAL DISCLOSURES

Your Directors state that during the year under review:

?‚? You company did not issue any securities during the period under report.

?‚? Your Company did not issue any shares (including sweat equity shares) to employees of your company under any scheme.

?‚? No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and your Companys operation in future.

?‚? No application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEMENT

The Board of Directors expresses its profound gratitude for the invaluable guidance, unwavering support, and steadfast assistance extended by the Banks. We are also deeply appreciative of the trust, confidence, and loyalty demonstrated by our esteemed shareholders, customers, suppliers, and business associates, which continue to form the bedrock of the Companys operations.

The Directors wish to formally acknowledge and commend the exceptional dedication and unwavering commitment of the employees at all levels. Their tireless efforts and consistent contributions are essential in ensuring the Companys continued operations and growth.

The Board offers its prayers to invoke the blessings of Lord Vishnu, Goddess Lakshmi, Lord Shiva, and Goddess Shakti for the continued growth, prosperity, and well-being of the Company and all its stakeholders.

For and on behalf of the Board of Directors

Place : Coimbatore Date : 23.08.2025

Shyam Lal Agarwala

Chairman & Managing Director

DIN : 00003055