Virat Industries Ltd Directors Report

Your Directors are pleased to present the 35^th Annual Report together with the Audited Statementof Accounts for the year ended March 31, 2025.

FINANCIAL RESULTS AND ACCOUNTS

The Financial Results are as under:

( Rs. In lakh)

Particulars	2024-25	2023-24
Gross Income	3267.23	3341.23
Profit Before Interest and Depreciation	226.81	253.82
Finance Charges	6.8	5.40
Gross Profit Before depreciation	220.01	248.42
Provision for Depreciation	98.83	144.84
Net Profit Before Tax	121.18	103.57
Provision for Tax	30.73	27.69
Net Profit After Tax	90.45	75.88

Dividend

The Board of Directors of the Company have decided to conserve cash and not to recommend any dividend for the financial year ended 2024 -25.

These internal accruals will be used for future plans to expand and upgrade the production capacity and install suitable equipment to help reduce the cost of power and other cost saving methods for more efficient working in the factory.

Allotment of Shares to Mr. Bhavook Chandraprakash Tripathi

The members of the Virat Industries Limited had considered and approved the increase of the Authorized Share Capital of the Company from existing Rs. 5,00,00,000 (Rupees Five crores only) divided into 50,00,000 (fifty lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 15,00,00,000/- (Rupees Fifteen Crores only) divided into 1,50,00,000 (One Crore Fifty Lakh Only) Equity Shares of having face value of Rs.10/- (Rupees Ten Only) and issuance of equity shares on preferential and private placement basis of 95,99,999 (Ninety-Five Lakh Ninety-Nine Thousand Nine Hundred and Ninety-Nine) equity shares having face value of Rs. 10/- each ("Equity shares") at a per share price of Rs. 104/- (Rupees One Hundred and Four Only) each for an aggregate cash consideration of Rs. 99,83,99,896 (Rupees Ninety Nine Crores Eighty Three Lakhs Ninety Nine Thousand Eight Hundred and Ninety Six only) to Mr. Bhavook Chandraprakash Tripathi ("Proposed Allottee") in accordance with the provisions of the Companies Act, 2013 read with the rules made thereunder and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws for the time being in force ("Preferential Allotment") in its extra-ordinary general meeting of the member held on 19th October, 2024. This preferential Issue is subject to Open Offer and the Acquirer has received the Observation Letter for the Open Offer on 28th March, 2025.The above preferential allotment is under process as on 31st March, 2025.

Year in retrospect:

India is one of the fastest growing economies in the world during the year under review. The slowdown of the economy is manifest in the revised GDP growth number of 6.4% on the back of 8.2% growth in the previous year.

In its global outlook, the IMF predicts world wise growth to maintain stability at 3.3% through 2025 and 2026 years. China’s growth projection has been marginally increased to 4.6%.

The slowdown in India’s economy this year against last year is caused by many uncertainties and challenges such as sluggish demand, capital expenditure slowing down, intensified geopolitical issues, policy of protectionism and trade tariffs.

These factors have taken away some of the shine from Indian shinning narrative of the economy, which the markets also reacted to.

Notwithstanding the turbulent global landscape, India is hopeful to navigate the disruptions with policy agility and long term vision afforded by the buoyancy in tax collection, strong agricultural output, continued focus on infra spending and "Make in India" to stimulate investment, demand and growth.

The merchandise exports of $ 437.42 billion this year are marginally 0.08% higher against previous year. The major drivers of goods growth include engineering, electronics, pharma and readymade garments of all textiles.

Besides, the Indian exports include US export of USD 86.51 billion this year against USD 77.82 billion made in last year, showing rise of 11.17%. Thus USA remained India’s top export destination this year.

Service exports of USD 383.51 billion collected this year against USD 341.06 billion in previous year, showing growth of 12.45% is a milestone achievement.

Production:

Your company manufactures quality socks for export to reputed brands in the overseas markets. About 91% of the total production consists of exports.

Your company has state-of-the-art imported knitting machines, with suitable balancing equipment. The entire plant and machinery is housed in a well-built modern factory building which is equipped with centralized air conditioning plant for socks knitting machines and adiabatic cooling system for manually done jobs like checking, pairing and packing of socks. The latest type firefighting equipment like hydrants, sprinklers and fire alarms system are also installed in the building.

A pillar based mezzanine floor has been installed in main raw material stores, to increase capacity of storage area.

With all such facilities, the factory is a comprehensive compact hosiery unit under one roof capable of knitting premium quality socks.

During the year under review (F.Y. 24-25), your company manufactured a wide spectrum of numerous styles of 69.80 lakh pairs of socks against 65.42 lakh pairs in previous year, reflecting surge of 6.90%. The socks made by your company are suitable for men, ladies, kids and infants. Superior quality of yarn spun from combed cotton, BCI cotton and organic cotton with suitable deniers of nylon, recycled polyester and elastane are used to knit socks as per the specifications of our customers.

We also supply Merino wool socks to some of our customers in the UK and Europe.

Your company also manufactures ecofriendly bamboo socks. These socks offer excellent breathability and natural antibacterial properties. The socks are popular in India and are supplied by your company to reputed domestic brands.

Besides, your company manufactures exclusive quality athletic socks for export to niche markets. Such socks are exported to more than one dozen brands who distribute them to various Football Clubs and other sport clubs under their brands in various geographies of the world. Such socks are technically difficult to copy as they require specialized machines and very experienced and skilled technicians. 6.13 lakh pairs of such athletic socks were exported in this year against 3.05 lakh pairs in previous year, showing a growth of 101%. These socks add value to the margins of the Company.

Revenues:

The sale value of Rs. 2999.79 lakh achieved this year is marginally lower compared to Rs. 3074.74 lakh, showing nominal decline of 2.44%.

Export sales of Rs. 2809.95 lakh achieved this year against Rs. 2877.36 in previous year reflects nominal decline of 2.35%.

Your company’s premium quality dress and sport socks are exported to reputed brands of overseas markets and sold in top end retail outlets.

Despite the lower volume of export pairs, and severe recession in UK which one of biggest markets your company could maintain its export share of business with a better product-mix and better export realized prices.. (Export rate: Rs. /pair - FY 24/25: Rs. 44.25; FY 23/24: Rs. 41.09)

Your company is the member of Sedex. Every year a SMETA 4 pillar audit of factory is conducted. After audit, the detailed audit report is available on Sedex platform. Your company distributes the copy of the report to all its main customers.

Your company is also registered with GOTs, BCI, ECO, FCS and ISO-9001:2015. Most of these certificates are required by our export clients. These certificates are the main gateway to procure export orders.

Profit & Loss Account:

The total dispatched pairs in F.Y. 2024-25 were 8.5% lower compared to F.Y. 2023-24. The loss in profits due to decline in dispatches was more or less offset by increase in overall sales rates realized due to better product-mix.

The prices of raw materials this year were more or less in parity with the last year.

The wages and salaries cost this year rose by Rs. 70.34 lakh over previous year due to increase in minimum wages as prescribed by the Government, and merit increments paid to the staff and operators.

The depreciation amount this year is less by Rs. 55.49 lakh against the last year due to the increase in the age of many machines this year needing lower provision of depreciation.

The net impact of the above factors is that your company earned a profit before tax of Rs. 122.56 lakh in against of Rs. 102.91 lakh in previous year, showing a rise of 19.01%.

FINANCE

As of the date of the Balance Sheet, the Company is debt-free in terms of long-term loans, excepting loans on vehicles.

WORKING CAPITAL LOAN

The Company is enjoying export packing credit and foreign bill purchase facilities from our Bankers. INSURANCE

The properties and insurable interests of your Company in buildings, plant, machinery, stocks, etc. are adequately insured by the Company.

CHANGE IN SHARE CAPITAL

The paid-up share capital of the Company as on March 31, 2025, was Rs. 4.93 Crore, and there has been no change in the capital structure of the Company. During the year, the shareholders have increased the Authorized Share Capital from Rs. 5 Crore to Rs. 15 Crores. The Shareholders have also approved the issue of 95,99,999 shares through preferential issue in the Extra-Ordinary General Meeting held on 19th October, 2024. However, the process of allotment is pending as on 31st March, 2025.

RESERVES

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL KEY MANAGERIAL PERSONNEL

Shri. Kaizad R. Dadyburjor was reappointed as a Non-Executive Director after retiring by rotation, being eligible to offer himself for re-election.

BOARD OF DIRECTORS

The Company has a broad-based Board of Directors, duly constituted with proper balance of Executive Directors, Non-Executive Directors, and Independent Directors. There is one Woman Director on the Board. The changes in the composition of the Board of Directors are carried out in compliance with the provisions of the Companies Act, 2013 and Listing Regulations.

Shri. Vaibhav P. Mandhana, Shri. Chintamani D. Thatte and Shri. Dashrath B. Pawaskar were appointed as Independent directors of the company and approved by the shareholders in the Annual General Meeting held on 05th September, 2024. Shri. Pheroze A. Dhanbhoora has resigned on 18th April, 2024 due to other professional commitments. Shri. Ajit P. Walwaikar and Shri. Harishchandra H. Shah has retired after completing 2 consecutive terms of 5 years after the Annual General Meeting held on 05th September, 2024.

Policy formulations, setting up of goals, evaluations of performance and control functions vest with the Board. The composition of the Board of Directors of the Company as on March 31, 2025 was as follows.

Sr Name of the Director No	Category
1. Shri. Adi F. Madan	Managing Director
2. Shri. Vaibhav P. Mandhana	Independent Director
3. Shri. Chintamani D. Thatte	Independent Director
4. Smt. Ayesha K. DadyBurjor	Whole-time Director
5. Shri. Kaizad R. DadyBurjor	Non- Executive Director
6. Shri. Dashrath B. Pawaskar	Independent Director

BOARD MEETINGS

Regular meetings of the Board of Directors are held to discuss and decide on various business policies, strategies, and other business.

During the FY 2024-2025, the Board met five (5) times on the following dates.

24/05/2024

08/08/2024

24/09/2024

09/11/2024

13/02/2025

 

Name of the Member	No of Meeting of Attended	Whether attended Last AGM
Shri. Adi F. Madan	5	YES
Shri. Vaibhav P. Mandhana (w.e.f. 15.06.2024)	4	YES
Shri. Chintamani D. Thatte (w.e.f. 08.08.2024)	3	YES
Smt. Ayesha K. DadyBurjor	5	YES
Shri. Kaizad R. DadyBurjor	5	YES
Shri. Dashrath B. Pawaskar (w.e.f. 08.08.2024)	3	YES
Shri. Ajit P. Walwaikar (upto 05.09.2024)	2	YES
Shri. Harish H. Shah (upto 05.09.2024)	2	YES
Shri. Pheroze A. Dhanbhoora (upto 18.04.2024)	0	NO

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act 2013, stating that they meet the criteria of independence as provided in sub-section (6).

COMPOSITION OF AUDIT COMMITEE

The Board has constituted an Audit Committee comprising of three Independent Directors. The Audit Committee reviews reports including significant audit observations and follow-up actions thereon. The Audit Committee also meets the Company’s Statutory Auditors and Internal Auditors to ascertain their views on the financial statements. The Committee members meet regularly and make their recommendations in accordance with the terms of reference specified by the Board. Such recommendations are thoroughly discussed in Board meetings and by and large accepted for implementation.

The names of the Committee members are as under.

Name of the Member
Shri. Vaibhav P. Mandhana (w.e.f. 08.08.2024)	Chairman
Shri. Chintamani D. Thatte (w.e.f. 08.08.2024)	Member
Shri. Dashrath B. Pawaskar (w.e.f. 08.08.2024)	Member
Shri. Ajit P. Walwaikar (upto 08.08.2024)	Chairman
Shri. Harish H. Shah (upto 08.08.2024)	Member
Shri. Pheroze A. Dhanbhoora (upto 18.04.2024)	Member
Shri. Kaizad R. DadyBurjor (From 02.05.2024 to 08.08.2024)	Member

All the members of the Audit Committee are financially literate and bring in expertise in the fields of Finance, Taxation, Technical, Secretarial and Legal issues. The attendance records of the members at the meeting were as follows:

During the FY 2024-2025, the committee met four (4) times through video conferencing on the following dates.

24/05/2024

08/08/2024

09/11/2024

13/02/2025

 

Name of the Member	Designation	No. of Meeting of Attended
Shri. Vaibhav P. Mandhana (w.e.f. 08.08.2024)	Chairman	2
Shri. Chintamani D. Thatte (w.e.f. 08.08.2024)	Member	2
Shri. Dashrath B. Pawaskar (w.e.f. 08.08.2024)	Member	2
Shri. Ajit P. Walwaikar (up to 08.08.2024)	Chairman	2
Shri. Harish H. Shah (up to 08.08.2024)	Member	2
Shri. Pheroze A. Dhanbhoora (upto 18.04.2024)	Member	0
Shri. Kaizad R. DadyBurjor (From 02.05.2024 to 08.08.2024)	Member	2

NOMINATION AND REMUNERATION COMMITTEE

The Board has constituted a Nomination and Remuneration Committee consisting Independent Directors.

The names of Committee members are as under.

Name of the Member
Shri. Chintamani D. Thatte (w.e.f. 08.08.2024)	Chairman
Shri. Vaibhav P. Mandhana (w.e.f. 08.08.2024)	Member
Shri. Dashrath B. Pawaskar (w.e.f. 08.08.2024)	Member
Shri. Ajit P. Walwaikar (upto 08.08.2024)	Chairman
Shri. Harish H. Shah (upto 08.08.2024)	Member
Shri. Pheroze A. Dhanbhoora (upto 18.04.2024)	Member
Shri. Kaizad R. DadyBurjor (From 02.05.2024 to 08.08.2024)	Member

The Committee has the mandate to recommend the appointment/re-appointment of Executive Directors and appointment of employees from the level of Vice-President and above along with the remuneration to be paid to them. The remuneration is fixed keeping in mind the person’s track record, his/her potential, individual performance, the market trends, and scales prevailing in a similar industry.

During the FY 2024-25, the committee met two (2) time through video conferencing as on

24/05/2024

08/08/2024

The attendance records of the members at the meeting were as follows:

Name of the Member	Designation	No of Meeting of Attended
Shri. Chintamani D. Thatte (w.e.f. 08.08.2024)	Chairman	0
Shri. Vaibhav P. Mandhana (w.e.f. 08.08.2024)	Member	0
Shri. Dashrath B. Pawaskar (w.e.f. 08.08.2024)	Member	0
Shri. Ajit P. Walwaikar (upto 08.08.2024)	Chairman	2
Shri. Harish H. Shah (upto 08.08.2024)	Member	2
Shri. Pheroze A. Dhanbhoora (upto 18.04.2024)	Member	0
Shri. Kaizad R. DadyBurjor (From 02.05.2024 to 08.08.2024)	Member	2

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board has constituted a Stakeholder Relationship Committee consisting of three Directors, two independent Directors and the Managing Director.

The names of Committee members are as under.

Name of the Member
Shri. Vaibhav P. Mandhana (w.e.f. 08.08.2024)	Chairman
Shri. Chintamani D. Thatte (w.e.f. 08.08.2024)	Member
Shri. Adi F. Madan	Member
Shri. Ajit P. Walwaikar (upto 08.08.2024)	Chairman
Shri. Pheroze A. Dhanbhoora (upto 18.04.2024)	Member
Shri. Kaizad R. DadyBurjor (From 02.05.2024 to 08.08.2024)	Member

The Company Secretary is designated as the "Compliance Officer" who oversees the redressal of the Investors’ grievances.

The Committee meets to approve share transfers, transmission, issue of duplicate share certificates, re-materialization of shares and all other issues pertaining to shares and also to redress investor grievances like non-receipt of dividend warrants, non-receipt of share certificates, etc. The Committee regularly reviews the movement in shareholding and ownership structure. The Committee also reviews the performance of the Registrar and Transfer Agents. The Company is in compliance with the SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web-based redress system and online redressal of all the shareholder’s complaints.

The Committee met Four (4) times during the financial year ended on March 31, 2025. The attendance records of the members at the meeting were as follows:

During the FY 2024-2025, the committee met four (4) times through video conferencing on the following dates.

24/05/2024

08/08/2024

09/11/2024

13/02/2025

 

Name of the Member	Designation	No. of Meeting of Attended
Shri. Vaibhav P. Mandhana (w.e.f. 08.08.2024)	Chairman	2
Shri. Chintamani D. Thatte (w.e.f. 08.08.2024)	Member	2
Shri. Adi F. Madan	Member	4
Shri. Ajit P. Walwaikar (upto 08.08.2024)	Chairman	2
Shri. Pheroze A. Dhanbhoora (upto 18.04.2024)	Member	0
Shri. Kaizad R. DadyBurjor (From 02.05.2024 to 08.08.2024)	Member	2

SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards on Board Meetings and General Meetings, issued by The Institute of Company Secretaries of India.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Fraud and corruption-free work culture has been the core of the Company. In view of the potential risk of fraud, corruption, and unethical behavior, which could adversely impact the Company’s business operations, the Company has an established mechanism for Directors/Employees to report concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or ethics policy. It also provides for adequate safeguards against victimization of Directors/employees who avail of the mechanism.

The Company affirms that no personnel have been denied access to the Audit Committee.

The Company has formulated a Policy of Vigil Mechanism and has established a mechanism that any personnel may raise Reportable Matters within 60 days after becoming aware of the same. All suspected violations and Reportable Matters are reported to the Chairman of the Audit Committee. The key directions/actions are informed to the Managing Director of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

In pursuance of section 134 (5) of the Companies Act, 2013, the Board of Directors hereby confirms that:

(a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures 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 to give a true and fair view of the state of affairs of the Company as on March 31, 2025, and of the profit and loss of the Company for the period ended March 31, 2025.

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) The Directors had prepared the annual accounts on a going concern basis.

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

(f) 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.

SUBSIDIARIES

As the Company has no subsidiaries, Section 129(3) of the Companies Act, 2013, does not apply. ANNUAL RETURN

In terms of provisions of Section 92(3), 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended March 31, 2024, is placed on the website of the Company and can be accessed at http://viratindustries.com/.

AUDITORS

STATUTORY AUDITOR

M/s. B. K. Khare & Co., Chartered Accountants (Firm Registration No. 105102W) were re-appointed as the Statutory Auditors of the Company for a tenure of 5 years commencing from the conclusion of the 32nd AGM of the Company until the conclusion of the 37th AGM of the Company to be held in the year 2027. The Statutory Auditor’s Report does not contain any qualifications, reservations, adverse remarks, or disclaimers.

SECRETARIAL AUDITOR

M/s. Vishal Dewang & Associates, practicing Company Secretary was appointed as a Secretarial Auditor under the provision of section 204 of the Companies Act, 2013 for FY 2023 - 2024. The Report of the Secretarial Auditor for FY 2024-25 is annexed to this report as Annexure - I. The said Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks, or disclaimers.

INTERNAL AUDITOR

The Board of Directors has appointed M/s S.R. Rege & Co., Chartered Accountant, as Internal Auditors for the FY 2024-25 to conduct the internal audit of the various areas of operations and records of the Company. The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.

COST AUDITORS

Your Company is not required to maintain cost accounting records as specified under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS, AND OUTGOING

Additional information on conservation of energy, technology absorption, foreign exchange earnings, and outgo as required to be disclosed in terms of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for the FY 2024-25 is annexed and forms part of this Report as Annexure - II.

DETAILS RELATING TO DEPOSITS

The Company has not accepted any deposit during the year, nor has any deposit remained unpaid or unclaimed as at the end of the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material orders were passed by the regulators or Courts or Tribunals during the year, which would adversely impact the Companys operation in the future.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company has not-

• Given any loan to any person or other body corporate,

• Given any guarantee and provided any security in connection with a loan to any other body corporate or any person.

• Acquired by way of subscription, purchase or otherwise the securities of any other body corporate otherwise than in accordance with the law.

TRANSFER OF UNCLAIMED DIVIDEND AND SHARES

During the year, your Company transferred the Rs. 5,47,523/- for the financial year ended March 31, 2017, to the Investor Education and Protection Fund in compliance with the provisions of Sections 124 and 125 of the Companies Act, 2013.

In compliance with these provisions read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, your Company also transferred 25,800 Shares to the Demat Account of the IEPF Authority, in respect of which dividend had remained unpaid/ unclaimed for a consecutive period of 7 years.

UNCLAIMED SECURITIES- SUSPENSE ESCROW ACCOUNT

The company has 200 shares in the Unclaimed Securities- Suspense Escrow Account.

RISK MANAGEMENT

A documented risk management policy is in place as per section 134(3) (n) of the Companies Act, 2013.

Your Company is exposed to risk from fluctuation of foreign exchange rates, market economic slowdown or decline in demand in the country of buyers of your Company’s products, prices of raw materials and finished goods, compliances risk and people risk.

• Foreign Exchange Risk

During year under review the Company endeavored to further mitigate the risk associated with the exchange fluctuations by entering into Forward Contracts with the Company’s Bankers, on a very conservative and risk-adverse basis.

• Commodity Prices Risk

Your Company proactively manages the risk of purchasing raw materials through forward booking, vendor development practices, and inventory management. The Company’s strong reputation for quality and services with overseas clients to some extent mitigates the impact of price risk on finished goods.

• Compliance Risk

Your company must follow various statutes and regulations including the Companies Act. The Company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

• People Risk

Your Company nurtures and grooms the talented and key personnel for future business leadership and looks after them judiciously so that they stay with the Company.

CORPORATE SOCIAL RESPONSIBILITY

Section 135(1) of the Companies Act, 2013, is not applicable to your Company, because the net worth, turnover, and net profit of your Company during the year is less than the required limits.

PREVENTION OF INSIDER TRADING

SEBI notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 which came into effect from May 15, 2015. Pursuant thereto, the Company has formulated a new Code for Prevention of Insider Trading for Directors, Promoters and Senior Executive Officers.

The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of the Company’s shares by the Directors, Key managerial personnel, and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year were in the ordinary course of business of your Company and were on arms length basis. There were no materially significant related party transactions entered by your Company with Promoters, Directors, Key Managerial Personnel, or other persons which may have a potential conflict with the interest of your Company. The details are given in Annexure - III, forming part of this report.

FORMAL ANNUAL EVALUATION

During the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc.

MEETING OF INDEPENDENT DIRECTORS

All the independent Directors of the Company held a meeting on February 13, 2025 and reviewed the performance of non-independent Directors and the Board as a whole. They also assessed the quality, quantity, and timeliness of flow of information between the Company management and the Board.

They expressed their satisfaction at the performance of non-independent Directors and appreciated the flow of information from the Company management.

RATIO OF REMUNERATION TO EACH DIRECTOR

The ratio of remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of section 197 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming a part of this Report as Annexure IV.

LISTING FEES

Your Company has paid the listing fees up to March 31, 2025, to the Bombay Stock Exchange on April 23, 2025.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company is committed to adopting good Corporate Governance practices in letter and spirit. A detailed report on Corporate Governance is given in a separate section of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

ANTI SEXUAL HARASSMENT POLICY

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act, 2013. An "Internal Complaints Committee (ICC)" has been set up to redress complaints received regarding Sexual Harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. A Lady NGO representative is a member of the said Internal Complaints Committee and regularly attends the meetings which are noted.

The following is a summary of Sexual Harassment complaints received and disposed of during the year 2024-2025:

• No. of complaints received: Nil

• No. of complaints disposed of: Not applicable

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANACIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2025 AND DATE OF THIS REPORT

There were no Material changes and Commitments affecting the Financial Positions of the Company which have occurred between March 31, 2025 and date of this report.

PARTICULARS OF EMPLOYEES

As per provision of Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of the employees are required to be annexed in respect of the employees of the Company who were in receipt of total remuneration of Rs. 60.00 Lakh per annum or Rs. 5.00 Lakh per month. During the financial year 2024-2025, there is no employee drawing remuneration as above.

ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation for the co-operation and support extended to the Company by the Government of India, the Gujarat State Government and by the relevant Government Authorities, Central, State and Local, the Company’s Bankers and Business Associates.

Your Directors also thank all the employees at every level, who, through their dedication, cooperation, and support, have enabled the Company to achieve sustained growth.

And to you, our Shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

For and On Behalf of the Board of Directors

35^th ANNUAL REPORT 2024-2025

Page 45

Place: Mumbai	Adi F. Madan	Ayesha K. DadyBurjor
Date: 15th May, 2025	Managing Director	Whole Time Director
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