VIP Clothing Ltd Directors Report

To,

THE MEMBERS

VIP CLOTHING LIMITED

The Directors of your Company are pleased to present, the 35^th Boards Report, on the working and the progress of the Company, along with audited financial statement of the Company for the financial year ended on March 31, 2025 and report of the Auditors thereon.

FINANCIAL RESULTS

Particulars	Current Year Ended March 31, 2025	Previous Year Ended March 31, 2024
Revenue from operations	23,688.69	18,327.55
Other income		136.03
43.12
Total income	23,824.72	18,370.67
Less: Total expenditure before finance cost, depreciation & income tax	22,023.84	18,802.90
Profit / (loss) before finance cost, depreciation, exceptional items and taxes	1,800.88	(432.23)
Less: Finance costs		804.65
908.83
Profit / (loss) before depreciation, exceptional items and taxes	996.23	(1,341.06)
Less: Depreciation	293.95	271.78
Profit / (loss) before exceptional items & tax	702.28	(1,612.84)
Add / (less): Exceptional items		--
--
Profit / (loss) before taxes	702.28	(1,612.84)
Less: Income tax expense:
Current tax	--	-
Deferred tax charge / (benefit)	156.63	(347.72)
Profit / (loss) for the period before other comprehensive income	545.65	(1,265.12)
Add/(less): Other comprehensive income
Re-measurement gains / (losses) on defined benefit plans (net of tax)	(5.50)	(19.75)
Fair value of cash flow hedges through other comprehensive income (net of tax)	--	-
Total other comprehensive income for the year	(5.50)	(19.75)
Total comprehensive income for the year	540.15	(1,284.87)

OPERATIONS

Revenue from operations for the financial year 2024-25 stood to 236.89 crore as 183.28 crore in the previous financial year 2023-24. There was an increase in the revenue by 29% as compared to the previous year.

The Earnings before interest, tax, depreciation and amortisation (EBITDA) during the current year stood around 8% as against the negative 3% in the previous year.

The net profit for the financial year 2024-25, stood around 5.46 crore as against the net loss of 12.65 crore in the previous financial year 2023-24.

DIVIDEND

The Board has not recommended any dividend on Equity Share Capital for the financial year ended on March 31, 2025.

TRANSFER TO RESERVE

No amount has been transferred to General Reserve for current and previous financial year.

DISCLOSURES RELATED TO SHARE CAPITAL AND EMPLOYEE STOCK OPTIONS Issue of Shares and Other Convertible Securities

a. Preferential Issue of Convertible Warrants Into Equity Shares:

The members of the Company approved the preferential issue of 1,01,50,000 fully Convertible equity warrants with each warrant convertible into or exchangeable for One fully paid-up equity share of the Company of face value of 2/- each fully paid at 44.50/- including the premium of 42/- specified Promoter(s) / Promoter Group and Non-Promoter Persons / Entities (Public) category through postal ballot on January 10, 2023.

The Company has issued and allotted 1,01,50,000 convertible warrants to public and promoter groups at the rate of 44.50 per warrant on January 25, 2023. The Company received an amount equivalent to twenty-five per cent of the consideration against each warrant on the date of allotment of warrants. As per SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 "SEBI (ICDR) Regulations" the tenure of such warrants should not exceed 18 months from the date of allotment. Accordingly, the last date of conversion of such warrants should not be beyond July 24, 2024.

The Company has received the balance amount (balance 75%) only for 35,50,000 convertible warrants and accordingly Company has allotted 35,50,000 fully paid equity shares on conversion of warrants on July 24, 2024.

b. Preferential Issue of Convertible Warrants into Equity Shares:

The members of the Company approved the preferential issue of 1,23,03,000 fully Convertible equity warrants with each warrant convertible into or exchangeable for One fully paid-up equity share of the Company of face value of 2/- each fully paid at 45/- including the premium of 43/- to person(s) belonging to Non-Promoter category at the Extra Ordinary General Meeting held on August 5, 2024.

As per Special Resolution, passed by the members, an amount equivalent to twenty-five per cent of the consideration shall be payable at the time of subscription and allotment of warrants, and the remaining seventy-five per cent of the consideration shall be payable on the exercise of options against each such warrant. In the event that the proposed allottees does not exercise the option for Equity Shares against any of the warrants within a period of eighteen months from the date of allotment of such Warrants, the unexercised warrants shall lapse, and the consideration paid by the proposed allottees shall be forfeited by the Company.

Consequent on receipt 25% part consideration aggregating to 12,83,06,250/- on various dates upto October 3, 2024, thereafter, Security Allotment Committee allotted 1,14,05,000 warrants on October 3, 2024, by passing resolution by circulation under section 175 of the Companies Act, 2013.

Issue size	Preferential Issue of upto 1,23,03,000 warrants at an Issue price of 45.00/- each aggregating to 55,36,35,000/-.
Conversion	Each warrant convertible into one fully paid up equity share of 2/- each.
Payment terms	25% ( 11.25 per warrant) to be called upfront; and balance 75% ( 33.75 per warrant) on exercising the conversion option within 18 months from the date of allotment.

As per SEBI (ICDR) Regulations, the tenure of such warrants should not exceed 18 months from the date of allotment. Accordingly, the last date of conversion of such warrants should not be beyond April 02, 2026. The Company will convert the warrants into equity on receipt of the balance amount (balance 75%) i.e. and accordingly Company shall allot the fully paid equity shares on conversion of warrants.

c. Preferential Issue of Equity Shares:

The members of the Company had approved the preferential issue of 93,06,000 equity shares of face value of 2/- each fully paid at 45/- including the premium of 43/- to person(s) belonging to Non-Promoter category at the Extra Ordinary General Meeting held on August 5, 2024.

Further, the Security Allotment Committee allotted 39,83,000 Equity shares on October 3, 2024, by passing resolution by circulation under section 175 of the Companies Act, 2013 on receipt of fund of 17,92,35,000/- by the subscriber.

Except above, the Company has not made any issue or allotment of shares during the year under review.

Pursuant to Regulation 32(7A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby confirms that:

The proceeds of the said issue have been fully utilized for the purposes stated in the offer document/ explanatory statement.

There has been no deviation or variation in the utilization of the proceeds of the issue from the objects stated.

The Audit Committee has reviewed and noted the utilization of funds and confirmed that there is no deviation.

THE MEMBERS ARE HEREBY INFORMED THAT, PURSUANT TO THE AFORESAID ALLOTMENT OF WARRANTS AND CONSEUQENT CONVERSION OF WARRANTS INTO THE EQUITY SHARES, THE STATUS OF EACH OF THE INVESTOR WHO HAD SUBSCRIBED TO THE AFORESAID ALLOTMENT, SHALL BE SAME AS BEFORE AND AFTER THE ISSUE / CONVERSION. THE PROMOTER & PROMOTER GROUP INVESTORS ARE CONTINUE TO BE PROMOTER & PROMOTER GROUP POST ALLOTMENT AS WELL AS CONVERSION OF WARRANTS INTO EQUITY SHARES AND REMAINING PUBLIC INVESTORS SHALL BE CONTINUE AS PUBLIC SHAREHOLDERS AND THERE WILL BE NO CHANGE IN CONTROL, WHICH WAS ALREADY DISCLOSED IN THE POSTAL BALLOT NOTICE ISSUED TO THE MEMBERS OF THE COMPANY.

Except above there are no other changes in the Share Capital. The Company has not issued equity shares with differential voting rights /Sweat equity shares/ESOP.

DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

As on March 31, 2025, the Company does not have any subsidiary, Joint Ventures and Associate Companies. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors:

Present terms of Mr. Sunil Pathare as Chairman and Managing Director and Mr. Kapil Pathare as Whole Time Director of the Company completed on March 31, 2025 and based on recommendation of Nomination and Remuneration Committee and Board meeting held on February 12, 2025, Mr. Sunil Pathare has been re-appointed as Chairman and Managing Director and Mr. Kapil Pathare as Deputy Managing Director by shareholder of the Company by way of postal ballot for a period of three years w.e.f. April 01, 2025.

Mr. Uday Laxman Ajgaonkar appointed as a Non-Executive Independent Director of the Company with effect from March 22, 2025 by way of postal ballot based on recommendation of the Nomination and Remuneration Committee, the Board of Directors Meeting held on February 12, 2025.

Mrs. Meher Castelino, ceased to be Director of the Company with effect from March 23, 2025 upon completion of her second term as an Independent Director.

Your Directors place on record their appreciation of the services rendered by her during her tenure as Director of the Company.

As on March 31, 2025, the Board consisted of 6 (Six) Directors out of which 4 (Four) are Non-Executive Independent Directors and 2 (Two) are Executive Directors.

All the Independent Directors have given declarations that they meet the criteria of Independence mentioned under Regulation 16(b) of Chapter IV of SEBIs (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013.

Retirement by rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sunil J. Pathare (DIN: 00192182), Director of the Company, liable to retire by rotation at the ensuing 35^th Annual General meeting and being eligible have offered himself for re-appointment.

There were no changes apart from above in Directors.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Company has the following Key Managerial Personnel:

Sr. No. Name of Director(s)	Designation
1. Mr. Sunil Pathare	Chairman & Managing Director
2. Mr. Kapil Pathare	Deputy Managing Director
3. Mr. Devendra Vyas	Chief Financial Officer
4. *Mrs. Archana Mungunti	Company Secretary & Compliance Officer
5. **Mr. Rahul Soni	Company Secretary & Compliance Officer

*Mrs. Archana Mungunti resigned as Company Secretary and Compliance Officer with effect from June 21, 2024. **Mr. Rahul Soni appointed as Company Secretary and Compliance Officer with effect from August 14, 2024. There were no changes apart from above in Key Managerial Personnel.

COMMITTEES OF THE BOARD

Pursuant to the Provisions the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company has constituted the following Committees:

• Audit Committee

• Corporate Social Responsibility Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

All the above committee was reconstituted with effect from March 22, 2025 by inducting the Mr. Uday Laxman Ajgaonkar as a member of the Committee and also Chairman of Stakeholder Relationship Committee.

The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming part of this Annual Report FY 2024-25.

PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBIs (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5, 2017, the Board carried out an annual evaluation of performance of its own and its Committees and the Directors individually at the meeting of Independent Directors held on February 12, 2025 and as per the criteria specified by SEBI all the relevant factors for evaluating the performance of the Committees and of the Board was discussed.

NUMBER OF MEETING OF THE BOARD

The Board of Directors met 6 (Six) times during the financial year 2024-25, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions entered by the Company during the year under review were in the ordinary course of business, on arms length basis and in accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There was no material related party transactions during the year under review. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any Loans, Guarantees and also not made any Investments under Section 186 of the Companies Act, 2013.

PUBLIC DEPOSITS

The Company has neither invited nor accepted/renewed any "Deposit" from public within the meaning of the term "Deposits" under the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

UNSECURED BORROWING

The company has no outstanding unsecured long term borrowing from the Directors of the company in adherence to the provisions of the Companies Act, 2013.

FIXED DEPOSIT

During the year, the Company has not accepted any fixed deposits under the Companies Act, 2013.

ANNUAL RETURN

Pursuant to sub section (3) of Section 92 of the Companies Act, 2013, read with relevant Rules, the Company is required to place Annual Return on its website and provide a link of the same in the Boards Report.

Annual Return in the prescribed format proposed to be submitted to the Registrar of Companies for the current financial year is available on the Companys website at http://www.vipclothing.in/investor.html#parentHorizontalTab2

CORPORATE SOCIAL RESPONSIBILITY

Accordance with Section 135 of the Companies Act, 2013, Corporate Social Responsibility (CSR) provisions are applicable only to companies that meet certain thresholds. Our Company does not fulfil the criteria outlined in Section 135, during the financial year specifically regarding the required turnover, net worth, or profit thresholds.

However, the Composition of the Committee remains in place and is in compliance with the Section 135 of the Companies Act, 2013.

The details about the initiatives taken by the Company on Corporate Social Responsibility (CSR) activities during the year are as per the annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure - A to this Report. The policy is available on the website of the Company http://www.vipclothing.in/investor relation/policies/FY 22/CSR%20Policv.pdf

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

Pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the formation of a Risk Management Committee is not mandatory for the Company. However, in line with best corporate governance practices, the Company has voluntarily constituted a Risk Management Committee to oversee and manage risks associated with its operations.

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and evaluated by Statutory as well as Internal Auditors and cover all offices, factory and key business areas, significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management systems.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In order to achieve the same, the Company has formulated a Whistle Blowers Policy to provide a secure environment and to encourage all employees and Directors of the Company, Members, customers, vendors and / or third party intermediaries to report unethical, unlawful or improper practices, acts or activities in the Company if any, and to prohibit managerial personnel from taking any adverse action against those employees who report such practices in good faith. The Whistle Blower Policy is available on the website of the Company at http://www.vipclothing.in/investor relation/policies/FY 22/Whistle%20Blower%20Policy.pdf

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The policy is available on the website of the Company http://www.vipclothing.in/investor relation/policies/FY 22/Remuneration%20Policy.pdf

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING:

The Business Responsibility and Sustainability Reporting ("BRSR") as required by Regulation 34(2)(f) of Chapter IV of SEBIs (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending on March 31, 2025.

CORPORATE GOVERNANCE

As per Schedule V read with Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practice followed by the Company, together with the certificate from Practising Company Secretary confirming the compliance on Corporate Governance forms an integral part of this report.

FAMILIARISATION PROGRAMMES FOR DIRECTORS

Pursuant to Section 149 read with Schedule IV, Part III of the Companies Act, 2013 and Regulation 25 of the SEBIs (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company familiarizes its Independent Directors on their roles, rights, responsibilities, nature of the industry in which the Company operates, business model of the Company and its products as a regular practice.

The details related to Directors attending the Familiarisation programmes are available on the website of the Company:

http://www.vipclothing.in/investor relation/policies/Familarisation%20Program%20for%20Independent%20Directors 24-25.pdf DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanation obtained by them, the Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013 that:

(a) in the preparation of the annual accounts of the Company for the financial year ended on March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on March 31, 2025;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS

APPOINTMENT OF STATUTORY AUDITORS:

Casual Vacancy:

M/s. MSKA & Associates Chartered Accountants (FRN: 105047W) were appointed statutory auditor of the Company by the members at the 31^st Annual General Meeting held on September 24, 2021, for their first term of 5 (Five) year from the conclusion 31^st AGM till the conclusion of 36^th Annual General Meeting of the Company to perform the audit of the financial statements of the Company for the financial years 2021-22 to 2025-26., on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors. M/s. MSKA & Associates, Chartered Accountants (FRN: 105047W) has resigned from the office of Statutory Auditor vide their letter dated November 14, 2024, before completion of their term. Their resignation has caused a casual vacancy in the office of Statutory Auditors as envisaged by section 139(8) of the Companies Act, 2013 and casual vacancy so caused by the resignation of auditors can only be filled up by the Company after taking consent of the members.

The Board of Directors at their meeting held on November 21, 2024, on the recommendation of the Audit Committee and pursuant to the provisions of Section 139(8) of the Companies Act, 2013, has appointed M/s. DMKH & Co., Chartered Accountants (FRN: 116886W), to hold office as Statutory Auditor of the Company till the conclusion of 35^th Annual General Meeting and to fill up the casual vacancy caused by the resignation of M/s. MSKA & Associates, Chartered Accountants, subject to approval of members of the Company, at such remuneration plus applicable taxes and out of pocket expenses, as may be determined and recommended by the Audit Committee in consultation with the Auditors and duly approved by the Board of Directors of the Company.

The Company has received a letter from M/s. DMKH & Co., Chartered Accountants communicating their eligibility and consent to accept the office, if appointed, to act as a Statutory Auditor of the Company in place of M/s. MSKA & Associates, Chartered Accountants with a confirmation that, their appointment, if made, would be within the limits prescribed under the Companies Act, 2013.

Thereafter, the members of the Company approved and appointed M/s. DMKH & Co., Chartered Accountants (FRN: 116886W) as Statutory Auditor of the Company through postal ballot on December 29, 2024 till the conclusion till the conclusion of 35^th Annual General Meeting.

The Statutory Auditors Report issued by M/s. DMKH & Co., Chartered Accountants (FRN: 116886W) forms part of the Annual Report. There is no audit qualification, reservation, or adverse remark for the year under review.

Appointment of Statutory Auditor:

M/s. DMKH & Co., Chartered Accountants (FRN: 116886W), the present Statutory Auditors of the Company, will hold office till the conclusion of the 35^th Annual General Meeting of the Company. The Board has recommended the re-appointment of M/s. DMKH & Co., Chartered Accountants (FRN: 116886W), as the statutory auditors of the Company, for a first term of five consecutive years, from the conclusion of the 35^th Annual General Meeting scheduled to be held in the financial year 2025-26 till the conclusion of the 40^th Annual General Meeting to be held in the Financial year 2030-31, for approval of shareholders of the Company, based on the recommendation of the Audit Committee.

The Ministry of Corporate Affairs (MCA), vide its commencement Notification No. SO 1833(E) dated May 07, 2018, has notified and amended the relevant provision of the Companies Act, 2013 relating the requirement of placing the matter relating to ratification of appointment of Statutory Auditors by members at every Annual General Meeting. The said amendment has done away with the requirement of Ratification of appointment of the Statutory Auditors. Therefore, M/s. DMKH & Co., Chartered Accountants (FRN: 116886W), will continue to hold office till conclusion of the 40^th AGM and their appointment will not be subject to ratification by the members at every intervening AGM held after 35^th AGM.

APPOINTMENT OF SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, the Board has based on the recommendation of Audit Committee approved appointment of M/s. KRS AND CO., Practicing Company Secretaries (Firm Registration No. S2017MH469000 and Peer Review No. 3967/2023), Thane, Maharashtra, represented by CS. Ketan Ravindra Shirwadkar, Proprietor (Membership No. A37829 and COP No. 15386), a peer reviewed firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a period of five years, i.e., from April 1, 2025 to March 31, 2030, subject to approval of the Shareholders of the Company at the ensuing AGM.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

During the year under review, there have been no instances of any fraud reported by the statutory auditors under section 143(12) of Companies Act, 2013 and the Rules made thereunder to the Audit Committee of the Board.

COST RECORD AND COST AUDIT

There has been no notification till date, covering our industry for the purpose of maintenance of Cost Accounting Records and Cost Audit for the financial year 2024-25.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed M/s. RS & MP Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended on March 31, 2025 is appended as Annexure - B to this Report.

In respect of the observations in the Secretarial Audit Report, there no qualification, reservation or adverse remark or disclaimer by the Secretarial Auditors in respect of Secretarial Audit for the year ended March 31, 2025.

STATUTORY INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Account) Rules, 2014 is given in Annexure - C to this report.

The information required under Section 197(12) of the Companies Act, 2013 read with Sub Rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Boards Report for the year ended on March 31, 2025 is given in a separate Annexure - D to this Report.

None of the Employees of the Company are in receipt of Rupees One Crore and Two Lakhs per annum or RupeesEight Lakhs and Fifty Thousand per month during the year under review.

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

No significant and material orders were passed by the Regulators/Courts/Tribunals during the year which would impact the going concern status of the Companys future operations.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED DURING THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AS ON THE DATE OF THIS REPORT

No material changes and commitments affecting the financial position of the Company occurred during the financial year to which these financial statements relate as on the date of this report.

CREDIT RATING

The Credit Rating rationale as on March 28, 2025, India Ratings and Research Private Limited has upgraded the following rating with respect to the Credit Bank Facilities availed by the Company as follows:

Instrument Type	Size Issue (million)	Rating Assigned along with Outlook/Watch	Rating Action
Fund-based working capital limit working capital limit	INR 616.30	IND BB+/Stable/IND A4+	Long-term rating upgraded; shortterm rating affirmed; Off Rating Watch with Positive Implications
Working capital term loan capital limit Working	INR 67.40	IND BB+/Stable	Upgraded; Off Rating Watch with Positive Implications
Non-fund-based working capital Limit	INR 323.50	IND A4+	Affirmed; Off Rating Watch with Positive Implications
Proposed non-fund-based working capital limit	INR 42.80	IND A4+	Affirmed; Off Rating Watch with Positive Implications

LISTING

Equity shares of the Company are listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and listing fees have been paid accordingly.

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

The Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has constituted Internal Complaints Committee (ICC).

In accordance with the provision of Section 134 of the Companies Act, 2013 read with the revised rule Section 8(5)(A) of the Companies (Accounts) rules, 2014, Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;

(a) number of complaints of sexual harassment received in the year-NIL

(b) number of complaints disposed off during the year; and-NIL

(c) number of cases pending for more than ninety days-NIL

During the year 2024-25, initiatives were undertaken to demonstrate Companys zero tolerance policy against discrimination and sexual harassment, which included creation of comprehensive and easy to understand training and communication material. In addition, online workshops were also run for the employees to enhance awareness and knowledge

CONFIRMATION ON COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961.

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity and inclusion (DEI), the Company discloses below the gender composition of its workforce as on March 31, 2025.

Male Employees : 326 Female Employees : 36 Transgender Employees : NIL

A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961.

The Company has complied with the provisions of the Maternity Benefit Act, 1961.

SAFETY, HEALTH & ENVIRONMENT

Your Company is committed to maintain its efforts in providing a safe working environment to its employees. At the same time, we are keeping our plants operational and thus, trying to contribute towards the restoration of the economic activity and provide earnings to labour and staff.

HUMAN RESOURCE

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization.

Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Companys Polices and Systems. The Company takes various HR initiatives to align the HR policy to the growing requirements of Business. Your Company regularly conducts technical and safety training programmes.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DECLARATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was made or any proceedings where pending under the Insolvency and Bankrupcty Code, 2016

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.

During the year under review, there are no instance of One time settlement.

ACKNOWLEDGEMENT

The Directors of your Company acknowledge with deep sense of appreciation the encouragement, support and co-operation received by the Company from its Bankers viz. State Bank of India, IDBI Bank Limited, HDFC Bank Limited and BSE Limited, National Stock Exchange of India Limited, Members, Suppliers and Esteemed Customers of the Company.