Tai Industries Ltd Directors Report

TO THE MEMBERS

Your Directors have pleasure in presenting the 42 nd Annual Report on the business of your Company for the year ended 31 st March, 2025.

HIGHLIGHTS OF PERFORMANCE

Below is a summary of the Companys financial performance during the current year, compared to the previous financial year:

^ in Lakhs

Particulars	Year ended 3 1 st March, 2025	Year ended 31 st March, 2024
Turnover	28,006.07	14,777.81
Profit/(Loss) before Interest, Depreciation & Taxation (PBIDT)	193.77	172.14
Interest	3.31	6.60
Profit/(Loss) before Depreciation & Taxation (PBDT)	190.46	165.54
Depreciation	28.28	37.24
Profit/(Loss) Before Tax and Extraordinary items (PBTE)	162.18	128.30
Extraordinary items	0.00	0.00
Profit/(Loss) Before Tax (PBT)	162.18	128.30
Provision for Taxation / (Deferred Tax)	52.68	(12.49)
Profit/(Loss) After Tax (PAT) (A)	109.50	140.79
Other Comprehensive Income	(44.65)	87.37
Total Comprehensive Income	64.85	228.16

SHARE CAPITAL

The Paid -up- Share Capital of the Company, comprising Equity Shares, is Rs.6 Crores as on 31 st March, 2025. During the year under review, there were no changes in the Share Capital of the Company.

ANNUAL RETURN

The Annual Return of the Company, for the Financial Year ended March 31 st , 2025, pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is available on the website of the Company

ACCOUNTING POLICIES AND PROCEDURES

The Company has adopted the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules 2015, for preparation and presentation of these Financial Statements.

The financial statements provide a true and fair view of the state of affairs of the Company and are compliant with the accounting standards notified in the Companies Act, 2013

DIVIDEND

The directors have decided not to recommend the payment of any dividend on the equity shares of the company for the year ended 31 st March, 2025. This decision is aimed at conserving funds for the future development and growth of the company.

TRANSFER TO RESERVES

No amount is proposed to be transferred to General Reserve during the financial year 2024-25.

STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK

The Income from the operations of your Company compared to that of the previous year, is given hereunder:

Particulars	Fruit Product (^ Lakhs)	Industrial (^ Lakhs)	Total (^ Lakhs)
Revenue
Current Year	1,454.35	26,551.72	28,006.07
Previous Year	1,281.38	13,496.43	14,777.81

PLANS AND PROSPECTS Fruit Product Division

Increasing urbanization, lifestyle changes, greater affluence and increased rates of women working outside of their home are driving the demand for processed foods.

Continued efforts are being made to sustain an efficient supply chain and distribution network that ensures visibility and availability of products in the market. DRUK products are very popular with the customers and being mindful of their needs, we ensure that our business continues to grow and initiative are being taken by management to cover eastern part of India for the purpose of expansion.

Industrial Division

The supply of our Ferro Silicon to the markets was satisfactory, considering the depressed market condition and shortage of availability of materials Charcoal supply was maintained as per regular demand in Bhutan. Margins continued to remain constrained due to competition.

OTHER INFORMATION

Conservation of Energy

Your Companys activities being trading in nature, energy consumed is only in the nature of electrical consumption for use and maintenance of office appliances. However, the efforts of your Company are aimed at keeping the consumption levels to as low as practicable.

Technology Absorption

Your Company not being engaged in any manufacturing activity, there is no information to be provided in this regard.

Foreign exchange earnings and outgo

As trade between India and Bhutan are being transacted in Indian Rupees, there has been no foreign exchange earnings or outgo during the year.

RISK MANAGEMENT POLICY

Your Company has implemented an effective risk management policy focusing on risk assessment, risk management and risk monitoring, aimed at reducing losses or injury arising out of various risk exposures.

CHANGE(S) IN NATURE OF BUSINESS

During the year under review, there were no changes in the nature of the Companys business.

CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

There was no change in the registered office of the company during the financial year 2024-2025.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the company from the close of the financial year ended March 31 st , 2025, up to the date of this report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders were passed by the Regulators or Courts or Tribunals which may impact the going concern status of the Company or its future operations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition

As of 31 st March, 2025, the Companys Board of Directors consisted of a total of six members. Among them, there were three Non-Executive Independent Directors, including one Female Director, and two Executive Directors and one Non-Executive-Non-Independent Directors. Notably, the roles of Chairman of the Board and Managing Director were held by different individuals. The Chairman of the Board is an Executive Director. The profile of all the Directors can be accessed on the Companys website at .

None of the Directors of the Company have incurred any disqualification under Section 164(1) & 164(2) of the Companies Act, 2013 (Act). Further, all the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of Securities and Exchange Board of India or Ministry of Corporate Affairs or any other such regulatory authority.

In the view of the Board, all the directors possess the requisite skills, expertise, integrity, competence, as well as experience considered to be vital for business growth. The detailed analysis of various skills, qualifications and attributes as required and available with the Board has been presented in the Corporate Governance Report.

Changes in Board and KMP Composition

During the period under review the Mr. K. N. Malhotra, Mr. Vinay Killa, Mr. Prem Sagar and Ms. Sarada Hariharan completed their tenure of 10 years on 28.09.2024 and the following persons were appointed as Directors of the Company namely Mr. Abhrajit Dutta, Mr. Omar. M. Kidwai and Ms. Sucharita Moitra with effect from 28.09.2024.

The following functioned as Key Managerial Personnel during the year:

Rohan Ghosh	Managing Director
Mou Mukherjee	Chief Financial Officer
Snigdha Khetan	Company Secretary

Director liable to retire by rotation

As per the provisions of Section 152(6)(d) of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014 And Articles of Association of the Company, Mr. Dasho Topgyal Dorji (DIN: 00296793) Non-Executive Non-Independent will retire by rotation at the ensuing Annual General Meeting and being eligible has offered themselves for re-appointment.

During the current year, the tenure of Dasho Wangchuk Dorji (DIN: 00296747) as Whole Time Director expired on 19 th May, 2025 and he was reappointed by the Board as Whole Time Director upon the recommendations of the Nomination and Remuneration Committee, subject to the approval of the shareholders of the Company and the Central Government for a period of three years with effect from May 20 th , 2025.

During the current year, the tenure of Mr. Rohan Ghosh (DIN: 00032965) as Managing Director expired on 18 th May, 2025 and he was reappointed by the Board as Managing Director upon the recommendations of the Nomination and Remuneration Committee, subject to the approval of the shareholders of the Company for a period of three years with effect from 19 th May, 2025.

Appropriate resolutions seeking your approval to the aforesaid appointments of the Whole time Director and Managing Director and the terms of their remuneration have been provided in the Notice convening the 42 nd Annual General Meeting.

All Directors have certified that the disqualifications mentioned under Sections 164, 167, and 169 of the Companies Act, 2013 do not apply to them. Your Directors hereby affirm that the Directors are not debarred from holding the office of director by virtue of any SEBI order or any order from such other authority.

The Independent Directors have affirmed compliance with the Code for the Independent Directors mentioned in Schedule IV of the Companies Act, 2013. The Independent Directors have given their declaration that they meet the criteria of independence referred to in Section 149(6) of the Companys Act, 2013 and that they are not disqualified to act as such Independent Directors.

Brief profiles of the Directors being reappointed have been provided in the Notice of the Annual General Meeting.

Declaration Given by the Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 of the Act as well as Regulation 16 and 25 of Listing Regulations. The Independent Directors have also submitted a declaration confirming that they have registered their names in the databank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

None of the Independent Directors are aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the same and in their opinion the Independent Directors are persons of integrity, expertise and experience and fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act along with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company as per Listing Regulations.

Board Diversity

The Company acknowledges and values the advantages of having a diverse Board, which includes a mix of skills, experience, expertise, and a range of different perspectives that align with the Companys business needs. To promote diversity within the Board, the Company has established the Board Diversity Policy, outlining its approach towards achieving this goal. The policy is accessible on the Companys website at .

PERFORMANCE EVALUATION OF THE BOARD, THE COMMITTEES AND THE INDIVIDUAL DIRECTORS

In terms of section 134(3)(p) of the Companies Act, 2013, your Board of Directors has adopted an annual evaluation process for evaluating its own performance as a whole and that of its Committees and of its individual Directors.

As the law has not prescribed any evaluation methodology, the following factors have been considered for evaluating the performance of the Board/ Committees/ Directors/ Chairperson/ Managing Director/ Whole-time Director on a case to case basis:

?€? People factors (knowledge, personal characteristics, Board size, structure, Directors contribution, interpersonal skills, level of commitment, Board room behaviour, etc); and

?€? Process factors (planning and managing Board meetings, information flow, oversight management, risk management, coordination, etc.)

Each Director is given a Form for assessing the overall performance of the Board/ Committees/ Directors/ Chairperson/ Managing Director/ Wholetime Director as the case may be, sufficiently in advance. The forms, which include a set of questions having a rating mechanism, are reviewed and analysed by the Nomination & Remuneration Committee before placing its feedback before the Board.

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Nomination and Remuneration Committee identifies and ascertains the integrity, qualification, expertise, skills, knowledge and experience of the person for appointment as Director and Key Managerial Personnel. The appointment of a Director as recommended by the Nomination and Remuneration Committee requires approval of the Board. The remuneration / compensation / commission etc. to the Directors and Key Managerial Personnel is proposed by the Nomination and Remuneration Committee in compliance with requirements of the Companies Act and recommended to the Board for its approval. Approval of Shareholders is obtained, if required. The Directors receive remuneration by way of fees for attending meetings of the Board or committees thereof. At the time of appointing an Independent Director, a formal letter of appointment is given to the candidate, which inter-alia, explains the role, functions, duties and responsibilities expected of the person as an Independent Director of the Company. The Independent Director is also explained in detail the compliance required from him under the Companies Act, 2013 and other relevant regulations. The independence of Director is decided as per provisions of the Companies Act, 2013. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for remuneration of Directors, Key Managerial Personnel and Senior Management. The said Remuneration Policy is posted on the website of the Company .

DIRECTORS RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, we hereby make the following statements in terms of Section 134(3) (c) and 134(5) of the Act:

(i) in the preparation of the Annual Accounts for the financial year ended March 31 st , 2025, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

(ii) such accounting policies as mentioned in Notes to the Annual Accounts have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31 st , 2025 and of the profit of the Company for the year ended on that date;

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

(iv) the Annual Accounts has been prepared on a going concern basis;

(v) internal financial control to be followed by the Company are in place and that such internal financial controls are adequate and are operating effectively; and

(vi) proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems were adequate and operating effectively.

The Board met 4 (Four) times during the Financial Year 2024-25, viz., on 28 th May, 2024,12 th August, 2024, 14 th November, 2024 and 12 th February, 2025.

The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013. The details of the date and attendance at the Board meetings are as under:

Sl.No	Date Board	Strength	No. of Directors Present
1	28.05.2024	7	7
2	12.08.2024	7	7
3	14.11.2024	6	6
4	12.02.2025	6	4

ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS AND ANNUAL GENERAL MEETING (AGM) DURING THE YEAR ENDED 31 st MARCH, 2025

Name of the directors	No. of the Meetings		Attendance of last AGM
	Held	Attended	held on 28.09.2024
Dasho Wangchuk Dorji	4	4	Yes
Mr. Rohan Ghosh	4	4	Yes
Dasho Topyal Dorji	4	3	Yes
Mr. Prem Sagar (Ceased to be Director w.e.f 28.09.24)	4	2	Yes
Mr. K. N. Malhotra (Ceased to be Director w.e.f 28.09.24)	4	2	Yes
Mr. Vinay Killa (Ceased to be Director w.e.f 28.09.24)	4	2	No
Ms. Sarada Hariharan (Ceased to be Director w.e.f 28.09.24)	4	2	No
Mr. Abhrajit Dutta (Appointed w.e.f 28.09.24)	4	2	Yes
Mr. Omar M Kidwai (Appointed w.e.f 28.09.24)	4	2	Yes
Ms. Sucharita Moitra (Appointed w.e.f 28.09.24)	4	2	Yes

COMMITTEES OF THE BOARD

The Board of Directors have constituted the following 5 (Five) Committees

1. Audit Committee,

The power, role and broad terms of reference of the Audit Committee are as per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 read with Part C of Schedule II to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, an inter alia, includes

1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the directors responsibility statement to be included in the Boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;

g. Modified opinion(s) in the draft audit report;

5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the whistle blower mechanism;

19. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

20. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the company and its shareholders

The Audit Committee shall mandatorily review:

1) Management discussion and analysis of financial condition and results of operations;

2) Management letters / letters of internal control weaknesses issued by the statutory auditors;

3) Internal audit reports relating to internal control weaknesses;

4) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

5) Statement of deviations:

(a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

(b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice in terms of Regulation 32(7)."

The composition of the Audit Committee of the Company as on 31 st March, 2025 are given below:

Name of Directors	DIN	Category	Position
PREM SAGAR (Ceased w.e.f..28.09.2024	00040396	Non-Executive Independent Director	Chairperson
KANWAL NAIN MALHOTRA (Ceased w.e.f..28.09.2024)	00128479	Non-Executive Independent Director	Member
VINAY KILLA (Ceased w.e.f..28.09.2024)	00060906	Non-Executive Independent Director	Member
ABHRAJIT DUTTA (Appointed w.e.f 14.11.2024	00546556	Non-Executive Independent Director )	Chairperson
OMAR. M. KIDWAI (Appointed w.e.f 14.11.2024	10723936	Non-Executive Independent Director	Member
ROHAN GHOSH (Appointed w.e.f 14.11.2024)	00032965	Managing Director	Member

All members of the Audit Committee are financially literate. The Director, the Chief Financial Officer and the Statutory Auditors are invitees to the Audit Committee Meetings.

During the year ended 31 st March, 2025, the Audit Committee met 4 (Four) times on 28.05.2024, 12.08.2024, 14.11.2024 and 12.02.2025, respectively. The maximum gap between any two consecutive meetings was less than one hundred and twenty days.

The Annual Financial Statements for the financial year 2024-25 were reviewed by the Audit Committee at its meeting held on 27.05.2025 and were recommended to the Board for adoption.

The Unaudited Quarterly and Audited Annual Financial Results were reviewed, analyzed and confirmed by the Committee before they were approved by the Board of Directors for submission to the Stock Exchanges and publication in newspapers in compliance with Regulation 47 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The details of the date and attendance at the Audit Committee meeting are as under :

Name of Directors	Position	Meetings held	Meetings attended
PREM SAGAR	Chairman	4	2
KANWAL NAIN MALHOTRA	Member	4	2
VINAY KILLA	Member	4	2
ABHRAJIT DUTTA	Chairman	4	1
OMAR. M. KIDWAI	Member	4	2
ROHAN GHOSH	Member	4	2

2. Nomination and Remuneration Committee.

The power, role and broad terms of reference of the Nomination and Remuneration Committee are as per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The terms of reference of the Committee, interalia, includes:

1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

2) For every appointment of an Independent Director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an Independent Director. The person recommended to the Board for appointment as an Independent Director shall have the capabilities identified in such description.

For the purpose of identifying suitable candidates, the Committee may:

a. Use the services of an external agencies, if required;

b. Consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. Consider the time commitments of the candidates

3) Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors;

4) Devising a policy on diversity of Board of Directors;

5) Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.

6) Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

7) Recommend to the Board, all remuneration, in whatever form, payable to senior management."

The composition of the Nomination and Remuneration Committee of the Company as on 31 st March 2025 are given below:

Name of Directors	DIN	Category	Position
PREM SAGAR (Ceased w.e.f. 28.09.2024	00040396	Non-Executive Independent Director	Chairperson
KANWAL NAIN MALHOTRA (Ceased w.e.f. 28.09.2024)	00128479	Non-Executive Independent Director	Member
DASHO TOPGYAL DORJI	00296793	Non-Executive Non-Independent Directo	Member
VINAY KILLA (Ceased w.e.f. 28.09.2024)	00060906	Non-Executive Independent Director	Member
ABHRAJIT DUTTA (Appointed w.e.f 14.11.2024)	00546556	Non-Executive Independent Director )	Chairperson
OMAR. M. KIDWAI (Appointed w.e.f 14.11.2024)	10723936	Non-Executive Independent Director	Member
SUCHARITA MOITRA (Appointed w.e.f 14.11.2024)	10736947	Non-Executive Independent Director	Member

During the financial year 2024-25, the Committee met Two (2) fimes on 28.05.2024 and 12.08.2024. The details of the date and attendance at the NRC meeting are as under

Name of Directors	Position	Meetings held	Meetings attended
PREM SAGAR	Chairman	2	2
KANWAL NAIN MALHOTRA	Member	2	2
DASHO TOPGYAL DORJI	Member	2	0
VINAY KILLA	Member	2	2

Criteria for performance evaluation of Independent Director

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the Executive and Non-Executive Directors including that of the Board as a whole. The Committee, at its Meeting held on 28.05.2024 and 12.08.2024, has reviewed the performance of the Directors and the Board for the year under review. The evaluation was done primarily through a questionnaire duly completed by all Directors providing specific rating for other Directors and also of the Board as a whole.

3. Stakeholders Relationship Committee,

The Board of Directors of the Company has constituted a Stakeholders Relationship Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The power, role and broad terms of reference of the Stakeholders Relationship Committee are as per the provisions of the said Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The terms of reference of the Committee inter-alia, includes:

1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

2) Review of measures taken for effective exercise of voting rights by shareholders.

3) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company"

The composition of the Stakeholders Relationship Committee of the Company as on 31 st March, 2025 are given below:

Name of Directors	DIN	Category	Position
PREM SAGAR (Ceased w.e.f..28.09.2024	00040396	Non-Executive Independent Director	Chairperson
KANWAL NAIN MALHOTRA (Ceased w.e.f..28.09.2024)	00128479	Non-Executive Independent Director	Member
VINAY KILLA (Ceased w.e.f..28.09.2024)	00060906	Non-Executive Independent Director	Member
OMAR. M. KIDWAI (Appointed w.e.f 14.11.2024)	10723936	Non-Executive Independent Director	Chairperson
ABHRAJIT DUTTA (Appointed w.e.f 14.11.2024)	00546556	Non-Executive Independent Director )	Member
SUCHARITA MOITRA (Appointed w.e.f 14.11.2024)	10736947	Non-Executive Independent Director	Member

During the year ended 31 st March, 2025, the Stakeholders Relationship Committee met 4 (Four) times on 28.05.2024, 12.08.2024, 14.11.2024 & 12.02.2025. The maximum gap between any two consecutive meetings was less than one hundred and twenty days.

Name of Directors		Position	Meetings held	Meetings attended
PREM SAGAR	Chairman		4	2
KANWAL NAIN MALHOTRA	Member		4	2
VINAY KILLA	Member		4	2
OMAR. M. KIDWAI	Chairman		4	2
ABHRAJIT DUTTA	Member		4	1
SUCHARITA MOITRA	Member		4	2
4. Independent Director Committee, The Composition of the Independent Director Committee of the Company as on 31 below:				st March 2025 are given
Name of Directors		DIN	Category	Position
PREM SAGAR (Ceased w.e.f..28.09.2024		00040396	Non-Executive Independent Director	Chairperson
KANWAL NAIN MALHOTRA (Ceased w.e.f..28.09.2024)		00128479	Non-Executive Independent Director	Member
VINAY KILLA (Ceased w.e.f..28.09.2024)		00060906	Non-Executive Independent Director	Member
SARADA HARIHARAN (Appointed w.e.f 28.09.2024)		06914753	Non-Executive Independent Director	MEMBER
OMAR. M. KIDWAI (Appointed w.e.f 14.11.2024)		10723936	Non-Executive Independent Director	Chairperson
ABHRAJIT DUTTA (Appointed w.e.f 14.11.2024)		00546556	Non-Executive Independent Director )	Member
SUCHARITA MOITRA (Appointed w.e.f 14.11.2024)		10736947	Non-Executive Independent Director	Member

During the year ended 31 st March, 2025, the Independent Director Committee met 1 (One) time on 28.05.2024.

Name of Directors	Position	Meetings held	Meetings attended
PREM SAGAR	Chairman	1	1
KANWAL NAIN MALHOTRA	Member	1	1
VINAY KILLA	Member	1	1
SARADA HARIHARAN	Member	1	1

5. CSR, Committee,

The composition of the Nomination and Remuneration Committee of the Company as on 31 st March, 2025are given below:

Name of Directors	DIN	Category	Position
VINAY KILLA (Ceased w.e.f. 28.09.2024)	00060906	Non-Executive Independent Director	Chairperson
KANWAL NAIN MALHOTRA (Ceased w.e.f. 28.09.2024)	00128479	Non-Executive Independent Director	Member
ROHAN GHOSH (Appointed w.e.f 14.11.2024)	00032965	Managing Director	Member
ABHRAJIT DUTTA (Appointed w.e.f 14.11.2024)	00546556	Non-Executive Independent Director )	Chairperson
OMAR. M. KIDWAI (Appointed w.e.f 14.11.2024)	10723936	Non-Executive Independent Director	Member

During the year ended 31 st March, 2025, the CSR Committee met 2(Two) times on 14.11.2024 & 12.02.2025

Name of Directors	Position	Meetings held	Meetings attended
ABHRAJIT DUTTA	Chairman	2	2
ROHAN GHOSH	Member	2	2
OMAR. M. KIDWAI	Member	2	2

NOMINATION AND REMUNERATION POLICY

Upon the recommendations of the Nomination and Remuneration Committee in terms of Section 178(4) of the Companies Act 2013, your Board has adopted a policy relating to the remuneration for the Directors, key managerial personnel and other employees of the Company. The salient features of the said policy, is annexed herewith as "Annexure B" the complete Policy can be viewed at the official website of the Company at

REMUNERATION OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31 st MARCH, 2025

^ in Lakh

Name of Directors	Position	Salary (including special pay incentive)	Perquisites (Computed under Income Tax Act 1961)	Contribution to provident and other fund	Siffing Fee
					Board	Committee
Dasho Wangchuk Dorji	Chairman & Wholetime Director	25.11	-	3.01	Nil	Nil
Mr Rohan Ghosh	Managing Director	22.30	6.07	2.67	Nil	Nil
Dasho Topgyal Dorji	Director	-	-	-	0.30	-
Mr Prem Sagar	Independent Director	-	-	-	0.20	0.20
Mr Vinay Killa	Independent Director	-	-	-	0.20	0.20
Mr Kanwal Nain Malhotra	Independent Director	-	-	-.	0.20	0.20
Ms Sarada Hariharan	Independent Director	-	-	-	0.20	Nil

^ in Lakh

Name of Directors	Position	Salary (including special pay incentive)	Perquisites (Computed under Income Tax Act 1961)	Contribution to provident and other fund	Siffing Fee
					Board	Committee
Mr Abhrajit Dutta	Independent Director	-	-	-	0.10	0.10
Mr Omar Kidwai	Independent Director	-	-	-	0.20	0.20
Ms Sucharita Moitra	Independent Director	-	-	-.	0.20	Nil
REMUNERATION PAID TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD FOR THE FINANCIAL YEAR ENDED 31 st MARCH, 2025 ^ in Lakh
Key Managerial Personnel	Position	Salary (including special pay incentive)	Perquisites (Computed under Income Tax Act 1961)	Contribution to provident and other fund
Ms. Mou Mukherjee	CFO	22.30	-	2.67
Ms. Snigdha Khetan (appointed w.e.f 05.02.24)	Company Secretary	6.00	-	-

In terms of Regulation 6 and Schedule V of the Listing Regulations, the Board has appointed Ms. Ms. Snigdha Khetan, Company Secretary of the Company as the Compliance Officer.

The Compliance Officer can be contacted at

Tel: +91 9051077004 : Email: : Website:

DETAILS OF COMPLAINTS RECEIVED AND RESOLVED DURING THE YEAR ENDED 31 st MARCH, 2025.

During the period under report no complaints were received by the Company.

GENERAL BODY MEETINGS

Location and time of last three Annual General Meetings (AGMs).

Nature of the General Meetings held Date Venue If Special Resolution(s) passed in the last three years
Annual General Meeting	26 th September, 2022 at 3.30 PM	Video conferencing/ other Audio Visual Means (VC/OAVM)	1. Re-appointment of Mr. Rohan Ghosh as Managing Director. 2. Re-appointment of Mr. Wangchuk Dorji as Whole-time Director.
Annual General Meeting	25 th September, 2023 at 3.30 PM	Video conferencing/ other Audio Visual Means (VC/OAVM)	1.No Special Resolution was passed .
Annual General Meeting	28 th September, 2024 at 3.30 PM	Video conferencing/ other Audio Visual Means (VC/OAVM)	1.No Special Resolution was passed .

During FY 2024-25, no Extra-Ordinary General Meeting was held and no resolution was passed through postal ballot. None of the business proposed to be transacted at the ensuing AGM requires passing of a Special Resolution by way of Postal Ballot.

As per the provisions of the Act and the Listing Regulations, at the AGM held in 2024 the shareholders were given option to vote on all resolutions through electronic means.

CORPORATE SOCIAL RESPONSIBILITY

The Company recognizes the value of being a socially responsible corporate and strongly believes in giving back to the society. The objective of the Companys Corporate Social Responsibility (CSR) is to improve the quality of life of communities through long-term value creation. In this regard the Company has formulated a Corporate Social Responsibility Policy which can be accessed at

The Company has constituted a CSR Committee, in terms of provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, inter alia to give directions and assistance to the Board for leading the CSR initiatives of the Company. The Committee formulates and reviews the Annual Action Plan and also monitors the progress of the CSR activities. The details of the Committee including term of reference have been disclosed in the Corporate Governance Report.

The provisions of Corporate Social Responsibility (CSR) under Section 135 of the Companies Act, 2013 are not applicable to the Company during the financial year 2024-25, as the Company does not meet the specified thresholds in terms of net worth, turnover, or net profit.

Hence, the company is not eligible to spend any CSR amount. Further the company has spent an excess amount of CSR expenditure in the previous two years.

INTERNAL FINANCIAL CONTROL

Your Company has an adequate internal audit system, carried out by external firms of Chartered Accountants, which is commensurate with the size, scale and complexity of its operations. The Internal Auditors submit their Reports upon completion of limited review/audit for consideration by the Directors.

Based on the reports of internal auditors, the respective heads of the departments/divisions undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has put in place a Vigil Mechanism Policy in accordance with Section 177(10) of the Companies Act, 2013. The details of the policy may be viewed at the official website of the Company at and is also annexed hereto as "Annexure C."

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interests of the Company. All Related Party Transactions were placed before the Audit Committee and also the Board, for approval. Prior omnibus approval of the Audit Committee has been obtained on a quarterly basis for the transactions which were of a foreseen and repetitive nature. The statement of particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 is annexed hereto as "Annexure D":

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The loan and guarantee given by the Company are within the limits prescribed under Section 186 of the Act. Further, the details of the said loan given, guarantee given and investment made are provided in the Notes to the Financial Statements of the Company.

The related party disclosures with respect to loans/ advances at the end of the Financial Year under review and maximum outstanding amount thereof during the year, as required under Part A of Schedule V to the Listing Regulations, have been provided in the Notes to the Financial Statements of the Company.

PARTICULARS OF EMPLOYEES

The disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure-"E" to this report.

AUDITORS & AUDIT REPORTS

Statutory Auditors and Auditors Report

M/s. KAMG & Associates, Chartered Accountants (Firm Reg. No. 311027E), were appointed Statutory Auditors of the Company in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, to hold office from the conclusion of the 38 th Annual General Meeting upto the conclusion of the 43 rd Annual General Meeting..

Internal Auditors

In accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, M/s. R. K. Chandak & Co Chartered Accountants, conducted the Internal Audit of the Company for the Financial Year 2024-25. The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditor on a quarterly basis.

Secretarial Auditors And Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, the Board had appointed 2014, M/s. T. Chatterjee & Associates, a firm of company secretaries in practice, to conduct the secretarial audit of the Company for the financial year ended March 31, 2025. The Secretarial Audit Report in MR -3 is annexed as Annexure F which forms part of this Report. The Secretarial Audit Report for the financial year ended March 31, 2025, issued by M/s. T. Chatterjee & Associates, Practising Company Secretaries, does not contain any qualification, reservation or disclaimer except the following observations, along with the replies of the Board of Directors:

Sl. No	Observation / Adverse Remark	Managements Reply
a.	Regulation 46(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to disclosure of details of familiarization programmes imparted to Independent Directors on the website of the Company.	The Management submits that the Independent Directors were appointed on August 12, 2024, and their appointment was approved by the shareholders at the Annual General Meeting held on September 28, 2024. The Company is in the process of imparting the requisite familiarization programme to the Independent Directors, and the details thereof will be uploaded on the website of the Company upon completion.
b.	As on the date of this report, the status of the listed entity is appearing as "SDD Non-Compliant" on the portal of BSE Limited.	The Management has already submitted a letter dated November 5, 2024, to the Stock Exchange seeking clarification regarding the basis of such noncompliance status. The Company is actively following up with the regulator to resolve the issue and ensure the compliance status is duly updated

COST AUDIT AND COST RECORDS

The provisions of Section 148 of the Companies Act, 2013, with respect to maintenance of Cost records and Cost Audit are not applicable on the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the auditor has reported not any instances of fraud committed against the Company as required to be reported under Section 143 (12) of the Act.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, there is no Subsidiary, Joint Venture or Associate Company,

DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2025, there were no deposits lying unpaid or unclaimed

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is annexed hereto as "Annexure G".

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and sustainability report is not applicable to the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the Financial Year 2024-25, the Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2, as issued by the Institute of Company Secretaries of India (ICSI).

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Employees are the most valuable and indispensable asset for a Company. A Companys success depends on the ability to attract, develop and retain best talent at every level. The Company has always been proactive in providing growth, learning platforms, safe workplace and personal development opportunities to its workforce. Company strives to maintain a skilled and dedicated workforce, representing diverse experiences and viewpoints. The Human Resource Department of the Company are rooted in ensuring a fair and reasonable process for all-round development and upliftment of talent through its persistent effort.

DEMATERIALISATION OF SECURITIES

The shares of the Company are compulsorily traded in dematerialized form for all shareholders. 70.45% of the total number of shares are dematerialized as on 31 st March, 2025. Intimations have been sent to all shareholders holding shares in physical mode informing them that as per revised Regulation 40 of SEBI (LODR) Regulations 2015, shares will be transferred only in dematerialized mode effective from 1 st April, 2019 and the shareholders have been requested to dematerialize their existing shares in physical form.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your company is committed to providing a safe and secure working environment to its women employees and has in place the required Internal Committee as envisaged in the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There were no cases of sexual harassment reported during the year under review.

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act. Including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

GENERAL DISCLOSURES

Your Directors state that:

i) The Company does not have any Employee Stock Option Plan.

ii) Neither the Managing Director nor the Whole time Director of the company receive any remuneration or commission from any of its subsidiaries.

iiI) No proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016. iv) The Company serviced all the debts & financial commitments as and when they became due and no settlements were entered into with the bankers.

ACKNOWLEDGEMENT

Your Directors wish to place on record their grateful appreciation of the excellent support and co-operation received from the Shareholders, Banks, Financial Institutions and Investors, Government Authorities, Stock Exchanges, Reserve Bank of India, Central and State Governments. Your Directors also wish to place on record their deep appreciation of the dedication, competence and support of the employees at all levels for their contribution towards the performance of your Company.

	For and on behalf of the Board
Place : Kolkata	ABHRAJIT DUTTA	ROHAN GHOSH
Date : 27 th May, 2025	(DIN : 00546556) Independent Director	(DIN : 00032965) Managing Director