Spunweb Nonwoven Ltd Directors Report

<dhhead-DIRECTORS REPORT</dhhead-

Dear Members,

The Directors of your Company have pleasure in presenting their Tenth Annual Report of the business and operations of the Company along with the Audited Financial Statements for the financial year ended March 31, 2025.

Financial Results

	Standalone	Consolidated*
Particulars	2024-25	2023-24	2024-25
Revenue from Operations	21,032.43	14,802.50	22,635.03
Other Income	59.79	626.12	78.92
Total Revenue	21,092.22	15,428.62	22,713.95
Cost of Materials Consumed	16,286.66	11,632.09	17,456.99
Change in Inventories	(751.18)	(627.56)	-991.28
Employee Benefit Expense	587.60	447.80	613.31
Finance Costs	707.32	454.89	753.20
Depreciation and Amortization Expenses	796.72	870.86	873.67
Other Expenses	2,176.65	1,896.97	2,433.42
Total Expenditures	19,803.76	14,675.05	21,139.31
Profit/loss Before Tax	1,288.45	753.57	1,574.64
Tax Expenses:
Current Tax	414.47	198.00	506.73
Short/(excess) provision for tax relating to prior years Deferred Tax	25.51 (32.19)	(41.44)	25.51 (36.83)
Profit After Tax	880.66	597.01	1,079.22
Earnings per Share:
Basic	5.12	3.51	6.28
Diluted	5.12	3.51	6.28

* Spunweb India Private Limited, a who ly owned subsidiary of the company w.e.f. December 27, 2024 and therefore comparative figure of Financial Year 2023-24 is not applicable.

Sales & Profitability Review

During the year under review the Company has generated revenue from its operation of Rs. 21,032.43 Lakhs as compared to previous year of Rs. 14,802.50 Lakhs. Profit after tax was Rs. 880.66 Lakh during the year under review as compared to profit after tax of Rs. 597.01 Lakh of previous year. Your directors expect further growth of the company in the year to come.

Dividend

Keeping in view the current profitability of the Company and to conserve resources, your directors do not recommend payment of dividend at the forthcoming Annual General Meeting.

Transfer to Reserves

Your Company has transferred Rs.880.66 Lakhs for year ended March 31, 2025 to Reserves and Surplus.

Change in Nature of Business

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

Change in Registered Office

During the year under review, there is no change in the registered office of the Company. Admission of Companys Securities at NSDL and CDSL

The company has applied for admission of Companys securities in the Depository system of Central Depository Services (India) Limited [CDSL] & National Securities Depository Limited [NSDL] to dematerialize the shares of the Company. All the shares of the company are dematerialise.

Alteration/Change in MOA & AOA

As pursuant to the Companies Act, 2013, the company has adopted new set of Memorandum of Association and Articles of Association due to conversion of Private Limited to Public Limited vide Special Resolution passed by the shareholder at the Extra Ordinary General Meeting held on July 06, 2024.

Further, the company has adopted new set of Articles of Associates for the planning of its proposed Public Issue vide Special Resolution passed by the shareholder at the Extra Ordinary General Meeting held on December 09, 2024.

Change in Status of the Company from Private to Public

The Company was converted into a public limited Company pursuant to a special resolution passed by the shareholders at the Extra Ordinary General Meeting held on July 06, 2024 and consequently the name of the Company was changed from SPUNWEB NONWOVEN PRIVATE LIMITED to SPUNWEB NONWOVEN LIMITED. A fresh certificate of incorporation consequent to conversion was issued by the Registrar of Companies, dated September 06, 2024.

Share Capital

The Authorized Share Capital of the company is Rs. 25,00,00,000/- (Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of Rs. 10/- (RupeesTen Only) Each.

During the year under review, following changes took places in the Authorized and Paid- up share capital of the Company.

Authorized Equity Share Capital

During the year, the Authorized Equity Share Capital of the Company was increased from Rs. 14,00,00,000/- (Rupees Fourteen Crores Only) divided into 1,40,00,000 (One Crore Forty Lacs) Equity Shares of Rs. 10/- each to Rs.25,00,00,000/- (Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crore Fifty Lacs) Equity Shares of Rs. 10/- each by Creation of additional 1,10,00,000 (One Crore Ten Lacs) Equity Shares of Rs.10/-

each ranking pari passu in all respect with the existing Equity Shares at an Extra Ordinary General Meeting held on December 09, 2024.

Issued, Subscribed & Paid-Up Capital and Allotments

Issued, Subscribed & Paid-Up Capital of the company is Rs. 17,75,18,090/- (Rupees Seventeen Crore Seventy Five Lakhs Eighteen Thousand Ninety Only) divided into 1,77,51,809 (One Crore Seventy Seven Lakhs Fifty One Thousand Eight Hundred Nine) Equity Shares of Rs. 10/- (Rupees Ten Only) Each.

The details of Allotments made during the Financial Year are given as under:

The Company has issued and allotted 7,59,572 (Seven Lacs Fifty Nine Thousand Five Hundred Seventy Two) Equity Shares of Rs.10/- (Rupees Ten Only) each by way of preferential allotment vide approval of members in Extra-Ordinary General Meeting held on December 27, 2024.

Further, the Company has issued and allotted 69,93,137 (Sixty Nine Lacs Ninety Three Thousand One Hundred Thirty Seven) Equity Shares of Rs.10/- (Rupees Ten Only) each as a Bonus Shares in the proportion of 13 (Thirteen) Bonus share of Rs. 10/- (Rupees Ten Only) each for every 20 (Twenty) existing Fully Paid-up Equity Share of Rs.10/- (Rupees Ten Only) each held by the Members vide approval of members in Extra-Ordinary General Meeting held on January 13, 2025.

Significant and Material Orders

The Registrar of Companies issued a fresh certificate of Incorporation consequent to conversion of Private Limited to Public Limited as September 06, 2024.

There are no significant and material orders passed by the regulators or courts or tribunals except herein above mentioned.

Proposed Initial Public Offer

The Company proposes to list its equity shares on NSE Emerge Platform ("SME") to raise fund by way of Initial Public Offer. The company has filed Draft Red Herring Prospectus (DRHP) with NSE Emerge Platform ("SME") India on January 28, 2025 and received inprinciple approval from NSE on May 15, 2025.

Material Changes and Commitment During the year

The Company has acquired 1,39,90,000 (One Crore Thirty Nine Lacs Ninety Thousand) Equity Shares representing 100% of the Paid-Up Capital of the Company Spunweb India Private Limited ("SIPL") as per the terms of Share Sale and Transfer Agreement dated December 27, 2024 vide approved by the members in Extra-Ordinary General Meeting December 27, 2024.

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. March 31, 2025 to the date of this Report other than hereinabove mentioned.

Directors and Key Managerial Personnel

Constitution of the Board

As on the date of this report, the Board comprises of the following Directors;

Name of Director	Category Cum Designation	Date of Original Appointment	Date of Appointmen t at current Term & designation
JAY DILIPBHAI KAGATHARA	Chairman & Managing Director	06/11/2015	09/12/2024
KISHAN DILIPBHAI KAGATHARA	Whole-Time director	09/09/2022	09/12/2024
CHARULATA JAY KAGATHARA	Non-Executive Director	06/07/2024	06/07/2024
CHETANKUMAR JAYANTILAL KAMANI	Non-Executive & Independent Director	29/11/2024	09/12/2024
AMUL KANTIBHAI KOTADIA	Non-Executive & Independent Director	29/11/2024	09/12/2024

During the year, Mrs. Charulata Jay Kagathara was appointed as a Non-Executive Director of the Company w.e.f. July 06, 2024 at the Extra Ordinary General Meeting held on July 06, 2024.

During the year, Mr. Chetankumar Jayantilal Kamani (DIN: 10770099) was appointed as an additional (Independent Director) by the Board w.e.f. November 29, 2024 and regularise as Non-Executive & Independent Director for 5 Years w.e.f. November 29, 2024 at the Extra-Ordinary General Meeting of the company held on December 09, 2024.

During the year, Mr. Amul Kantibhai Kotadia (DIN: 10805206) was appointed as an additional (Independent Director) by the Board w.e.f. November 29, 2024 and regularise as Non-Executive & Independent Director for 5 Years w.e.f. November 29, 2024 at the Extra-Ordinary General Meeting of the members held on December 09, 2024.

During the year, members of the Company has approved Change in designation of Mr. Jay Dilipbhai Kagathara as Chairman & Managing Director of the Company w.e.f. December 09, 2024 at the Extra Ordinary General Meeting held on December 09, 2024.

During the year, members of the Company has approved Change in designation of Mr. Kishan Dilipbhai Kagathara as Whole Time Director of the Company w.e.f. December 09, 2024 at the Extra Ordinary General Meeting held on December 09, 2024.

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 and declaration as to compliance with the Code of Conduct of the Company.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

Board Meeting

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 23 (Twenty Three) times as on May 04, 2024, June 12, 2024, June 13, 2024, July 04, 2024, August 01, 2024, August 14, 2024, September 05, 2024, September 12, 2024, October 10, 2024, November 27, 2024, November 29, 2024, December 12, 2024, December 27, 2024, December 30, 2024, December 31, 2024, January 06, 2025, January 11, 2025, January 13, 2025, January 24, 2025, January 25, 2025, January 28, 2025, February 25 2025 and March 20, 2025.

The gap between two consecutive meetings was not more than 120 (One Hundred and Twenty) days as provided in Section 173 of the Act.

The details of attendance of each Director at the Board Meetings are given below:

NAME	DESIGNATION	NO. OF MEETINGS ENTITLED TO ATTEND	NO. OF MEETINGS ATTENDED
JAY DILIPBHAI KAGATHARA	Chairman & Managing Director	23	23
KISHAN DILIPBHAI KAGATHARA	Whole-Time director	23	23
CHARULATA JAY KAGATHARA	Non-Executive Director	19	19
CHETANKUMAR JAYANTILAL KAMANI	Non-Executive Director & Independent Director	12	12
AMUL KANTIBHAI KOTADIA	Non-Executive Director & Independent Director	12	12

General Meetings

During the year under review, the following General Meetings were held, the details of which are given as under:

Sr. Type of General Meeting No.	Date of General Meeting
1 Extra Ordinary General Meeting^	06/07/2024
2 Extra Ordinary General Meeting	21/08/2024
3 Annual General Meeting	30/09/2024
4 Extra Ordinary General Meeting	09/12/2024
5 Extra Ordinary General Meeting	27/12/2024
6 Extra Ordinary General Meeting	13/01/2025

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made thereunder, the Company has Two Non-Executive Independent Directors in line with the act. 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. All the Independent Directors of the Company have registered themselves in the Independent Director Data Bank. Further, In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

Mr. Chetankumar Jayantilal Kamani (DIN: 10770099) was appointed as an additional (Independent Director) by the Board w.e.f. November 29, 2024 and regularise as Non- Executive & Independent Director for 5 Years w.e.f. November 29, 2024 at the Extra- Ordinary General Meeting of the company held on December 09, 2024.

Mr. Amul Kantibhai Kotadia (DIN: 10805206) was appointed as an additional (Independent Director) by the Board w.e.f. November 29, 2024 and regularise as Non- Executive & Independent Director for 5 Years w.e.f. November 29, 2024 at the Extra- Ordinary General Meeting of the members held on December 09, 2024.

Formal Annual Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, its committees and individual Directors pursuant to the requirements of the Act and the Listing Regulations.

Further, the Independent Directors, at their exclusive meeting held on March 20, 2025 during the year reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Companies Act, 2013.

Formal Updation Programs for Independent Directors:

The Company conduct familiarization and updation programs for independent directors on need basis. Conducted by knowledgeable persons from time to time.

Retirement bv Rotation and Subsequent Re-Appointment

Mr. Jay Dilipbhai Kagathara, Chairman & Managing Director of the company, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The relevant details, as required under Secretarial Standard, of the person seeking re-appointment as Director are also provided in Notes to the Notice convening the 10th Annual General meeting.

Key Managerial Personnel

Name	Designation	Date of Appointment	Date of Resignation
JAY DILIPBHAI KAGATHARA	Chairman & Managing Director	09/12/2024	NA
KISHAN DILIPBHAI KAGATHARA	Whole-Time Director	09/12/2024	NA
ABHAYKUMAR NARSHIBHAI FADADU	Chief Financial Officer	29/11/2024	NA
ROMIT AJAYKUMAR SHAH	Company Secretary & Compliance Officer	12/12/2024	NA

During the year, the Company has appointed Mr. Jay Dilipbhai Kagathara as Chairman &

Managing Director of the Company (KMP) w.e.f. December 09, 2024.

During the year, the Company has appointed Mr. Kishan Dilipbhai Kagathara as Whole

Time Director of the Company (KMP) w.e.f. December 09, 2024.

During the year, the Company has appointed Mr. Abhaykumar Narshibhai Fadadu as Chief

Financial Officer of the Company (KMP) w.e.f. November 29, 2024.

During the year, the Company has appointed Mr. Romit Ajaykumar Shah as a Company

Secretary and Compliance Officer (KMP) of the Company w.e.f. December 12, 2024.

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 March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had 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 and of the profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for

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safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis.

e) The Directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD

Constitution of Various Committees & Its Meeting;

AUDIT COMMITTEE;

The Audit Committee was constituted vide Board resolution dated December 12, 2024 pursuant to Section 177 of the Companies Act, 2013. The Committee met 05 (Five) time(s) during the year. The meetings were held on December 27, 2024, January 24, 2025, January 25, 2025, January 28, 2025 and March 21, 2025 with the requisite quorum present for the meeting. The composition and attendance of members of the committee are as under:

Sr. Name of the Person No.	Designation	Particulars of Meetings
		No. of Meetings entitled to attend	No. of Meetings Attended
1 Mr. Chetankumar Jayantilal Kamani	Chairman	5	5
2 Mr. Amul Kantibhai Kotadia	Member	5	5
3 Mr. Kishan Dilipbhai Kagathara	Member	5	5

NOMINATION AND REMUNERATION COMMITTEE;

The Board has constituted the Nomination and Remuneration Committee vide Board Resolution dated December 12, 2024 pursuant to section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. There is no committee meeting held during the year 2024-25. The composition of the Committee is given below:

Sr. Name of the Person No.	Designation	Particulars of Meetings
		No. of Meetings entitled to attend	No. of Meetings Attended
1 Mr. Chetankumar Jayantilal Kamani	Chairman	-	-
2 j^Mr. Amul Kantibhai Kotadia	Member	-	-
3 Mrs. Charulata Jay Kagathara	Member	-	-

STAKEHOLDER RELATIONSHIP COMMITTEE;

The Shareholders Relationship Committee has been formed by the Board of Directors pursuant to Section 178 of the Companies Act, 2013 at the meeting held on December 12 2024. The Committee mainly focus on the redressal of Stakeholders / Investors Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report, etc. There is no committee meeting held during the year 2024-25. The composition of the Committee is given below:

Sr. Name of the Person No.	Designation	Particulars of Meetings
		No. of Meetings entitled to attend	NO. Of Meetings Attended
1 Mrs. Charulata Jay Kagathara	Chairman	-	-
2 Mr. Jay Dilipbhai Kagathara	Member	-	-
3 Mr. Chetankumar Jayantilal Kamani	Member	-	-

CSR COMMITTEE;

The CSR Committee was constituted vide Board resolution dated December 12, 2024 in compliance of the provisions of the Companies Act, 2013. The Committee met 01 (One) time(s) during the year. The meeting was held on February 21, 2025 with the requisite quorum present for the meeting. The composition and attendance of members of the committee are as under:

Sr. Name of the Person No.	Designation	Particulars of Meetings
		No. of Meetings entitled to attend	No. of Meetings Attended
1 Mr. Kishan Dilipbhai Kagathara	Chairman	1	1
2 Mr. Chetankumar Jayantilal Kamani	Member	1	1
3 Mr. Jay Dilipbhai Kagathara	Member	1	1

The Annual Report on CSR activities is appended under Annexure-III to the Boards Report.

Vigil Mechanism:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, the Company has established a "Vigil Mechanism" incorporating whistle blower policy in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for employees and Directors of the Company, for expressing the genuine concerns of unethical behaviour, actual or suspected fraud or violation of the codes of conduct by way of direct access to the Chairman/ Chairman of the Audit Committee. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Policy on Vigil Mechanism and whistle blower policy as approved by the Board may be accessed on the Companys website at the link https://www.spunweb.com/investors.DhD7investor id = 13&title=Corporate+Policies.

Public Deposits

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the relevant Provisions of the Company Act, 2013 and the Rules made thereunder 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.

Annual Return

A copy of the annual return as provided under Section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Companys website and can be accessed at www.spunweb.com.

Contracts or arrangements with related parties:

All the Related Party Transactions entered into during the financial year were on an Arms Length basis and in the Ordinary Course of Business. The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is attached as Annexure- IT forms part of this Report.

The details of the related party transactions for the financial year 2024-25 is given in notes of the financial statements which is part of Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://www.spunweb.com/investors.php7investor id=13&title=Corporate+Policies.

Particulars of Employee:

None of the Employee has Received Remuneration Exceeding the Limit as Stated in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Conservation of Energy and Technology Absorption

The Company has complied with the applicable provisions regarding Conversion of energy, technology absorption and foreign exchange earnings and outgoing as required pursuant to section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014.

Foreign Exchange Earnings & Expenditure:

i) Details of Foreign Exchange Earnings:

Sr No. Particulars	F.Y. 2024-25	F.Y. 2023-24
1. Foreign Exchange Earnings	548.73	266.61

ii) Details of Foreign Exchange Expenditure:

Sr No. Particulars	F.Y. 2024-25	F.Y. 2023-24
1. Foreign Exchange Expenditure	7779.13	8034.47

Subsidiaries of the Company

During the year under review, SPUNWEB INDIA PRIVATE LIMITED is a wholly owned subsidiary of the company w.e.f. December 27, 2024.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries in Form No. AOC-1 are provided in Annexure - I.

The consolidated financial statements presented in this Annual Report include the financial results of subsidiaries, which are also available on the companys website at www.spunweb.com.

Associates and Joint Venture Company

During the year under review, the Company does not have any Associate or Joint Venture. Sexual Harassment of Women at Workplace

In order to prevent sexual harassment of women at workplace, a legislation - The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 was notified on December 09, 2013. Under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any woman employee.

Your Company has adopted a policy for prevention of Sexual Harassment of Women at Workplace and constituted an Internal Complaints Committee (ICC).

During the financial year, the Company has not received a single complaint on sexual harassment.

Secretarial Standards of ICSI

Pursuant to provisions of section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs, wherever applicable.

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.

Internal Financial Control Systems and their Adequacy

The Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.

The Company has put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Companys internal controls over financial reporting was observed.

Boards Policies

During the year Board has formulate various policies. It is set of written guidelines that provide direction for an organizations operations, ensuring alignment with its values and goals. They outline the boards expectations, rules, and regulations, guiding decisionmaking and actions at all levels. These policies are crucial for effective governance, risk management, and achieving desired organizational outcomes. Followings are policies formed by the Board:

- Code of Conduct for Directors and Senior Management

- Code of practices and procedures for fair disclosure of unpublished price Sensitive information

- Dividend Distribution Policy.

- Familiarization Program for Independent Directors

- Health, Safety and Environment Policy

- Code of Internal Procedures and Conduct for Prevention of Insider Trading

- Materiality Policy for Identification of Group Companies

- Nomination and Remuneration Policy

- Policy on Preservation and Archival of Documents

- Policy For Determination of Material Event and Disclosure

- Policy For Determining Material Subsidiaries

- Policy on Evaluation of The Board and The Independent Director

- Policy on Prevention of Sexual Harassment at Workplace

- Policy on Related Party Transactions

- Policy on Terms of Appointment of Independent Director

- Vigil Mechanism/ Whistle Blower Policy for Directors and Employees

Statutory Auditor and their Report

Your company has appointed M/s Kaushal Dave & Associates, Chartered Accountants as a Statutory Auditor for the term of 5 years and to hold office till the conclusion of Fourteenth Annual General Meeting which will be held in the year 2029.

M/s. KAUSHAL DAVE & ASSOCIATES, Chartered Accountants have given their consent to act as the Auditors of the Company and have confirmed that the said appointment, if made, will be in accordance with the conditions prescribed under Sections 139 and 141 of the Act.

M/s. KAUSHAL DAVE & ASSOCIATES, Chartered Accountants, have confirmed that they have not been disqualified to act as Statutory Auditors of the Company and that their appointment is within the maximum ceiling limit as prescribed under Section 141 of Companies Act, 2013 / relevant statute.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force). The Auditors Report for the Financial Year ended March 31, 2025, does not contain any qualification, reservation or adverse remark. Further the Auditors Report being self - explanatory does not call for any further comments from the Board of Directors.

Secretarial Audit

In presently, the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 (the Act), read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force], are not applicable to the company. However, as a good corporate practice, the Company wish to appoint M/s K.P. Ghelani & Associates, Company Secretaries (Mem No. A33400) for the year 2025-2026 to 2029-2030, for a term of five consecutive years.

Cost Auditor and Maintenance of Cost Record

The provisions relating to maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company up to 31st March, 2025 and accordingly such accounts and records were not required to be maintained. Therefore, the company has not appointed a Cost Auditor.

Internal Auditor

The Company has appointed Mr. Jayesh Kantibhai Baldha, proprietor of J K Baldha and Co., Chartered Accountants, as the Internal Auditor of the Company for the financial year 2025-2026.

Human Resource Development and Industrial Relations

The Company believes that its human resources are one of the most crucial assets and critical enablers of the Companys growth. To that extent, the Company engages with its employees to hone their skill sets and equip them with knowledge and know-how. It is also deeply invested in establishing its brand name to attract and retain the best talent in the market.

During the period under review, employee relations continued to be healthy, cordial, and harmonious at all levels, and the Company aims to maintain such relations with the employees going forward as well.

Website

The Company has maintained a functional website https://www.spunweb.com/ containing information about the Company.

The Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year

During the Financial Year, there was no application made and proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against the Company. As on the date of this report, there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016.

Acknowledgements

Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.