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You can view full text of the latest Director's Report for the company.

BSE: 530959ISIN: INE012E01035INDUSTRY: Tea & Coffee

BSE   ` 29.57   Open: 30.35   Today's Range 29.11
30.35
-0.78 ( -2.64 %) Prev Close: 30.35 52 Week Range 26.00
45.74
Year End :2025-03 

The Directors are pleased to present the Hundred and Fourteenth (114th) Annual Report of the Company together with
Standalone Audited Financial Statements of the Company for the financial year ended on March 31, 2025.

1. FINANCIAL RESULTS

The summarized financial position of the Company are given in the table below.

Particulars

Standalone

FY 2024-25

FY 2023-24

Revenue from Operations

7,082.45

7305.15

Profit before taxation

(483.60)

54.92

Tax Expense

(25.16)

30.96

Profit for the year

(458.44)

23.96

Other Comprehensive Income (Net of Tax)

(1.19)

99.34

Total Comprehensive Income

(459.63)

123.30

Other Equity at year end

5689.44

6131.09

Note: The above figures are extracted from the Standalone Financial Statements prepared under IND AS (Indian Accounting
Standards) for the Financial Year ended on 31st March, 2025 and 31st March, 2024

2. REVIEW OF PERFORMANCE

The year under review has been the worst year for
entire north India on crop front wherein there was
major pest attack followed by fungal activity which
had dented the crop majorly. In absence of certain
effective chemicals which were not included in PPC,
were banned to be used, it became further difficult
to control pest thus resulting in major crop loss.
Indian tea industry lost more than 100 million kgs on
account of pest and fungal activity and early closure of
operation on 30th November. Our company also faced
the same consequence by virtue of which we produced
this 27,99,612 kgs against last year 31,13,239 kgs. We
made 1,87,241 kgs of bought leaf against last year
1,28,082 kgs. Furthermore, tea market which was
buoyant till mid-September showed a sharp fall due to
excessive import of Tea from Nepal & Kenya, therefore
erasing maximum gains on average realization over

last year resulting in merely average of ' 236.41
against ' 233.50 last year. The outcome of above has
resulted in loss of ' 458.44 Lakh this year against profit
of '23.96 Lakh last year.

3. PROSPECTS

Current year has started on a better note on crop
front where Indian Tea production is on a higher by 67
million kgs till the month of May. Majority of which is
contributed by small growers. In every likelihood the
last year crop short fall of more than 100 million kgs
is likely to be erased this year. However extreme pest
and fungal activity prevalent in North India in absence
of adequate MRL compliant chemicals available in the
market for tea Industry remains a challenge on crop
front in coming months. Excess availability will put
pressure on overall market sentiments. Furthermore,
continuous unregulated import from Nepal and

Kenya part of which is filtering into domestic market
could further be detrimental to market sentiments.
However, export prospect seems to be promising.
Demand for quality tea & prices thereof should be
less impacted. Our own crop till June is higher by
2.25 Lakh kgs and realization to date is more or less
at par with last year. Increasing cost with stagnant
price realization continues to be a challenge for the
organized tea industry. Your company is taking utmost
precaution and leaving no stones unturned to pass
though this turbulent phase faced by the industry.

4. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business
and the Company continues to concentrate on their
own business.

5. TRANSFER TO RESERVES

The Directors transferred ' 350 Lakhs out of General
Reserves to retained earnings to meet up the deficit.

6. DIVIDEND

Due to making loss during the financial year, the Board
of Directors have not recommended any dividend for
the Financial Year 2024-25.

7. DETAILS OF BOARD MEETINGS

During the Financial Year, four (4) Board meetings
were held, details of which are given below:

Date of the meeting

No. of Directors attended the

meeting

27.05.2024

4

29.07.2024

4

11.11.2024

6

05.02.2025

5

8. SHARE CAPITAL

During the financial year ended 31st March, 2025
there has been no change in the issued and subscribed
capital of the Company. The Issued, Subscribed & paid-
up Share capital as on 31st March, 2025 is ' 749.55
Lakh comprising of 1,49,91,000 equity shares of ' 5/-
each.

9. EXTRACT OF ANNUAL RETURN

In accordance with the Companies Act, 2013, the
annual return in the prescribed format can be accessed
at https://www.dianatea.in/finance.shtml .

10. DISCLOSURE RELATING TO MATERIAL VARIATIONS

As per Regulation 32(1) of SEBI (Listing Obligations and

Disclosure Requirements) Regulation, 2015, there are
no such material variances in the Company.

11. COMMITTEES OF BOARD

The details of composition of the Committees of
the Board of Directors as on 31st March, 2025 are as
under:-

a. Audit Committee

Sl.

No.

Name

Chairman/

Members

1.

Mr. H.M. Parekh

Chairman

2.

Mr. Sandeep Singhania

Member

3.

Mr. Gautam Bhalla

Member

4.

Mr. Kiran Nanoo Desai

Member

The Audit Committee has been reconstituted with
effect from 25.06.2025 after the cessation of Mr.
Harish Chandra Parekh Maneklal and Mr. Gautam
Bhalla pursuant to their tenure completion as
Independent Director. Mr. Navin Nayar have been
inducted as Chairman and Mr. Ravindra Suchanti have
been inducted as Member of the Committee.

The Terms of Reference of the Audit Committee has
been provided in the Corporate Governance Section
forming part of this Report. During the financial year,
the Committee had met 4 times as on 27th May, 2024,
29th July, 2024, 11th November, 2024 and 5th February,
2025.

Recommendation by audit committee:

There was no such recommendation of audit
committee which has not been accepted by the Board
during the said financial year.

• Vigil Mechanism/ Whistle Blower Policy

The Company has formulated the codified Vigil
Mechanism/Whistle Blower Policy incorporating the
provisions relating the Vigil Mechanism in terms of
Section 177(9) & (10) of the Companies Act, 2013
and Regulation 22 of SEBI (Listing Obligation &
Disclosure Requirements) Regulations , 2015 and
SEBI (Prohibition of Insider Trading) (Amendment)
Regulations, 2018 , in order to encourage Directors and
Employees of the Company to escalate to the level of
the Audit Committee any issues of concern impacting
and compromising with the interest of the Company
and the Stakeholders in any way and to prevent leak of
Unpublished Price Sensitive Information The Company
has also made provisions for adequate safeguards
against victimization of its employees and Directors

who express their concerns. The Chairman of Audit
Committee can be accessed directly by any employee
for reporting issues which need to be brought to the
notice of the Board. The Vigil Mechanism / Whistle
Blower Policy of the Company has been uploaded
on the website of the Company at https://www.
dianatea.in/202503204_whistle_blower.pdf .

b. Nomination & Remuneration Committee

Sl.

Name

Chairman/

No.

Members

1.

Mr. H.M Parekh

Chairman

2.

Mr. Gautam Bhalla

Member

3

Mr Kiran Nanoo Desai

Member

The Nomination and Remuneration committee has
been reconstituted with effect from 25.06.2025
after the cessation of Mr. Harish Chandra Parekh
Maneklal and Mr. Gautam Bhalla pursuant to their
tenure completion as Independent Director. Mr. Kiran
Nanoo Desai have been inducted as Chairman and Mr.
Ravindra Suchanti and Mr. Navin Nayar have been
inducted as Member of the Committee.

The Terms of Reference of the Committee has been
provided in the Corporate Governance Section
forming part of this Report. During the financial year,
the Committee had met 2 times on 27th May, 2024 and
11th November, 2024.

:. Stakeholders Relationship Committee

Sl.

No.

Name

Chairman/

Members

1.

Mr. Gautam Bhalla

Chairman

2.

Mr. Sandeep Singhania

Member

3.

Mrs. Sarita Singhania

Member

4.

Mr. Kiran Nanoo Desai

Member

5.

Mr. Devang Singhania1

Member

the Committee had met 4 times on 27th May, 2024,
29th July, 2024, 11th November, 2024 and 5th February,
2025.

12. MANAGEMENT DISCUSSION AND ANALYSIS

As per SEBI (Listing Obligations & Disclosure
Requirements) Regulations 2015, Management
Discussion and Analysis Report is attached as
Annexure "A" forming part of this report.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the
Companies Act, 2013 read with Schedule VII and
Companies (Corporate Social Responsibility Policy)
Rules, 2014, every company meeting the specified
financial thresholds is required to constitute a
Corporate Social Responsibility (CSR) Committee
and undertake CSR activities. However, during the
financial year under review, the Company did not
meet the criteria prescribed under Section 135(1) of
the Act in respect of net worth, turnover, or net profit.
Accordingly, the provisions relating to Corporate Social
Responsibility are not applicable to the Company for
the financial year 2024-25.

The Corporate Social Responsibility Policy of the
Company as adopted by the Board of Directors is
available on Company's websites https://www.
dianatea.in/20220802_CSR-Policy-DTCL-2021.pdf

During the year ended 31st March, 2025, your
Company is not required to spent on CSR activities
as defined under schedule VII of the Companies Act
2013.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section
(3) and sub-section (5) of Section 134 of the Act, the
Board of Directors of the Company hereby confirm
that:

i) in the preparation of the annual accounts, for
the financial year ended 31st March, 2025,
the applicable accounting standards had been
followed along with proper explanation relating
to material departures except gratuity liability
being accounted for, as and when paid/payable;

ii) we have selected such accounting policies and
applied 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;

iii) we have taken 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;

iv) we have prepared the annual accounts for the
financial year ended on March 31, 2025 on a
going concern basis;

v) we have laid down internal financial controls and
the same have been followed by the Company
and that such internal financial controls are
adequate and were operating effectively; and

vi) we have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

15. CORPORATE GOVERNANCE

The Company attaches considerable significance to
good Corporate Governance as an important step
towards building investor confidence, improving
investor's protection and maximizing long term
shareholders value. The certificate of the Auditors
confirming compliance of conditions of Corporate
Governance as stipulated under Regulation 34 read
with Schedule V(E) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 of the Stock
Exchange is annexed as Annexure "B".

16. RELATED PARTY TRANSACTIONS

The related party transactions entered during the
year were in ordinary course of business and also on
arm's length basis in compliance with the applicable
provisions of the Companies Act, 2013 and SEBI Listing
Regulations, 2015. There are no materially significant
related party transactions made by the Company with
Promoters, Directors or Key Managerial Personnel etc.
which may have potential conflict of the interest with
the Company at large. All related party transactions
are presented to the Audit Committee and the
Board, if required, for approval. Omnibus approval is
obtained for the transactions which are foreseen and
repetitive in nature. The Revised Policy on Related
Party Transactions as approved by the Board is
uploaded on the Company's web link: https://www.

dianatea.in/202503204_Policy_on_Related_Party_

Transactions.pdf.

17. DETAILS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

The particulars as prescribed under sub-section (3)(m)
of the Section 134 of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules,
2014, are given at Annexure "C" to the Directors'
Report.

18. PARTICULARS OF EMPLOYEES

The ratio of the remuneration of each Director to
the median employee's remuneration and other
particulars or details of employees pursuant to Section
197(12) of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended are
attached to this Report as Annexure "D".

The details of employees prescribed under Rule 5(2)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this
report.

There were no directors who is in receipt of any
commission from the company as well as from its
holding company as per section 197 (14) of the
Companies Act, 2013.

19. ANNUAL EVALUATION OF BOARD'S PERFORMANCE

During the financial year, the Board evaluated its
own performance as well as that of its committees
and individual Directors. The exercise was carried out
covering various aspects of the Boards functioning
such as composition of the Board & committees,
qualification, experience & competencies,
performance of specific duties & obligations,
governance issues etc. Separate exercise was carried
out to evaluate the performance of Non-Independent
Directors. The performance of Independent Directors
has been evaluated based on the guidelines as
provided under Schedule IV of the Act. The evaluation
of the Independent Directors was carried out by the
entire Board except by the Director being evaluated.
The directors were satisfied with the evaluation
results, which reflected the overall engagement of the
Board and its Committees with the Company.

20. AUDITORS
Statutory Audit

M/s. B. Nath & Co., Chartered Accountants having
registration number FRN No. 307057E were appointed
as statutory Auditors of the Company in the 112th
Annual General Meeting to hold office for a term of
5(Five) years from the conclusion of 112th Annual
General Meeting till the conclusion of the 117th Annual
General Meeting. Pursuant to the amendments made
to Section 139 of the Companies Act, 2013 by the
Companies (Amendment) Act, 2017 effective from
May 7, 2018, the requirement of seeking ratification
of the Members for the appointment of the Statutory
Auditors has been withdrawn from the Statute. Hence
the resolution seeking ratification of the Members
for continuance of their appointment at this AGM is
not being sought. The Statutory Auditors hold a valid
peer review certificate as prescribed under Regulation
33(1)(d) of SEBI Listing Regulations, 2015.

Further, the report of the Auditors along with notes
to Schedules is enclosed to this report. The Company
is in the regime of unmodified opinions on financial
statements. Further, the Statutory Auditors have not
reported any incident of fraud during the year under
review to the Audit Committee of your Company.

Secretarial audit

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and in accordance
with the applicable provisions of Regulation 24A of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors of the
Company has appointed M/s. MR & Associates, a firm
of Company Secretaries in Practice (Firm Registration
No. P2003WB008000), to conduct the Secretarial Audit
of the Company, and for a term of five consecutive
financial years commencing from FY 2025-26 to FY
2029-30, subject to the approval of the shareholders
at the ensuing Annual General Meeting (AGM).

The Secretarial Audit Report for the financial year
ended 31st March, 2025 is annexed herewith as
Annexure "E" to this Report.

The remark in the Secretarial Audit Report and
clarification thereof for the financial year ended March
31, 2025, is as follows:

i. "The company has delayed compliance with

Regulation 30 read with Schedule III Part A Para
A of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 and SEBI

Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated
November 11, 2024, in respect of timely
intimation regarding the revision in credit rating.
The credit rating report dated December 5, 2024,
was submitted to the stock exchange on February
13, 2025, beyond the prescribed timeline."

Management Response: "The delay in submission
was inadvertent and due to internal oversight. The
Company has taken corrective measures to strengthen
its internal compliance systems to ensure timely
disclosures in the future."

Cost Audit

As per Section 148 of the Companies Act 2013 read
with Rule 4 of Companies (Cost Records and Audit)
Rules, 2014, the Company is required to maintain
cost records for the financial year 2024-2025 and
accordingly such accounts and records are made and
maintained. However, the Company is not required
to appoint Cost Auditor to conduct the audit of cost
records for the financial year 2024-2025.

21. HUMAN RESOURCES

The Company treats its "human resources" as one of
its most important assets.

The Company has a large work force employed at
the tea estates. There were no major disruptions of
work at the garden or any other establishment of the
Company during the period under review. The correct
recruitment practices are in place to attract best
talent. Industrial Relations at all the units remained
satisfactory.

22. MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION

No material changes and commitments have occurred
during the financial year 2024-2025 which might affect
the financial position of the company.

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

The Company is committed to provide a work
environment which ensures that every woman
employee is treated with dignity, respect and equality.
There is zero-tolerance towards sexual harassment
and any act of sexual harassment invites serious
disciplinary action. The Company has adopted a policy
in line with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013 and the Rules made thereunder.

The Company hereby declares that it has complied
with provisions relating to the constitution of Internal
Complaints Committee of Woman at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
During the financial year under review, the Company
has complied with all the provisions of the POSH Act
and the rules framed thereunder. Further details are

aQ fnlln\A/Q Ý

a.

Number of complaints of sexual Harassment
received in the year

NIL

b.

Number of complaints disposed off during
the year

NIL

c.

Number of Cases pending for more than
ninety days

NIL

24. RISK MANAGEMENT

In terms of the requirement of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has
developed and implemented the Risk Management
Policy. The Company has taken adequate measures
to mitigate various risk encountered. In the opinion of
the Board there is no such risk which may threaten the
present existence of the Company

25. DECLARATION BY INDEPENDENT DIRECTORS

Necessary declarations have been obtained from
all the Independent Directors that they meet the
criteria of Independence as laid down under Section
149(6) of the Companies Act, 2013 and Regulation
16(1) (b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (including any
statutory modification(s) or re-enactment(s) thereof
for the time being in force).

26. REMUNERATION POLICY

The remuneration policy of the Company aims to
attract, retain and motivate qualified people at the
Board levels. The remuneration policy seeks to employ
people who not only fulfill the eligibility criteria but also
have the attributes needed to fit into the corporate
culture of the company. The remuneration policy is
consistent with the 'pay-for-performance' principle.
The Company has formulated Criteria for making
payment to Non-Executive Directors which is available
in Company's weblink: https://www.dianatea.in/
Criteria%20of%20making%20payment%20to%20
non-executive%20directors_6.pdf

Executive Directors

The Nomination and Remuneration Committee takes
into account experience, qualification and prevailing
industry practices before giving its recommendation
to the Board. On recommendation of the Nomination
and Remuneration Committee, the Board decides
remuneration to be paid to Executive Directors, subject
to approval of shareholders in terms of provisions
of the Companies Act, 2013, read with Schedule V
thereof. The Committee aims towards rewarding, on
the basis of performance and reviews on a periodical
basis.

Non-Executive Directors

The Company has formulated Criteria for making
payment to Non-Executive Directors which is available
in Company's weblink : https://www.dianatea.in/
Criteria%20of%20making%20payment%20to%20
non-executive%20directors_6.pdf. As per the criteria,
Non-Executive Directors are paid sitting fees for
attending the meetings of the Board of Directors and
Committees.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND THE
COMPANY'S OPERATIONS IN FUTURE.

There were no significant and material orders passed
by the regulators or courts or tribunals that would
impact the Going concern Status and or will have any
bearing on Company's Operations in future. Details of
contingent liabilities and commitments (to the extent
not provided for) are disclosed in Notes to the financial
statements for the financial year ended 31st March,
2025.

28. TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND

The Company has, subsequent to year end, transferred
a sum of ' 74,141/- to Investor Education and
Protection Fund, in compliance with the provisions of
Section 124, 125 and other applicable provisions of
the Companies Act, 2013 read with Investor Education
and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016.

The said amount represents dividend for the year
2016-d17 which remain unclaimed for a period of
7 years from its due date of payment. The details of
unpaid dividend and shares transferred to the IEPF
are available at the following weblink https://www.

dianatea.in/IEPF.shtml

29. INTERNAL FINANCIAL CONTROLS SYSTEMS WITH
REFERENCE TO THE FINANCIAL STATEMENT

The Company has adequate Internal Financial Control
System at all levels of Management and they are
reviewed from time to time. The Internal Audit is
carried out in house as well as by firm of Chartered
Accountants. The Audit Committee of the Board looks
into Auditor's review which is deliberated upon and
corrective action taken, wherever required.

30. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE
COMPANIES

The Company continues to be the Subsidiary of
Diana Capital Limited. Further, the Company has
no subsidiary, joint venture and associates for the
financial year ended 31st March, 2025 therefore,
the Statement in Form AOC-1 containing the salient
features of the financial statement of the Company's
subsidiaries pursuant to first proviso to Section 129(3)
of the Companies Act, 2013 (Act) read with Rule 5 of
the Companies (Accounts) Rules, 2014, forms part of
the Annual Report, is not applicable to the company
during the financial year.

31. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The particulars of loans, guarantees or investments
made under section 186 of the Companies Act 2013
are covered in the notes to accounts of the Financial
Statement for the year ended 31st March, 2025
forming part of this Annual Report.

32. DIRECTORS & KEY MANAGERIAL PERSONNEL
Directors

As per provisions of Section 152 of the Companies
Act, 2013 read with Companies (Appointment and
Qualifications of Directors) Rules, 2014, Mr. Sandeep
Singhania (DIN 00343837) is liable to retire by rotation
at the forthcoming Annual General Meeting and being
eligible, offers himself for re-appointment. The Board
recommends him for re-appointment as a director
liable to retire by rotation.

Pursuant to regulation 36 of SEBI (LODR) Regulation
2015, a brief resume / details relating to Directors
who are proposed to be appointed/re-appointed and
the details of the director liable to retire by rotation is
furnished in the Notice of the ensuing Annual General
Meeting (AGM) of the Company.

During the year, the company had appointed
Mr. Devang Singhania (DIN 08662305) as Whole¬
Time Directors on the Board with effect from 11th
November, 2024 on recommendation of Nomination
& Remuneration committee by the Board.

The company has also appointed Mr. Ravindra
Suchanti (DIN: 00143116) as Independent Director
with effect from 29th May, 2025 and Mr Navin Nayar
(DIN: 00136057) as Independent Director with effect
from 25th June, 2025 subject to the approval of the
shareholders at the ensuing Annual General Meeting
(AGM).

The Independent Directors have confirmed that
they have registered their names in the data bank
maintained with The Indian Institute of Corporate
Affairs ('IICA'). In terms of Section 150 of the Act
read with Rule 6(4) of the Companies (Appointment
& Qualification of Directors) Rules, 2014, the
Independent Directors are required to undertake
online proficiency self-assessment test conducted by
the IICA within a period of two year from the date
of inclusion of their names in the data bank. All the
Independent Director of the Company to whom the
provisions of proficiency test are applicable, have duly
passed the online proficiency test.

The Board of Directors of the Company is of the opinion
that the Independent Director appointed during the
year under review possess the requisite expertise
and experience (including proficiency) and are the
persons of high integrity and repute. They fulfill the
conditions specified in the Companies Act, 2013 and
the Rules made thereunder and are independent of
the management.

Key Managerial Personnel

Pursuant to the provisions of sub-section (51) of
Section 2 and Section 203 of the Act read with the
Rules framed thereunder, the following persons are
the Key Managerial Personnel of the Company as on
March 31, 2025:

1. Mr. Sandeep Singhania, Managing Director;

2. Mrs. Sarita Singhania, Whole-Time Director and
Chief Financial Officer;

3. Mr. Devang Singhania, Whole-Time Director -
(appointed w.e.f. 11.11.2024);

4. Ms. Namrata Saraf, Company Secretary cum
Compliance officer.

During the year under review, the changes made in
the Key Managerial Personnel of the Company were
duly complied as per the provision of the Companies
Act, 2013.

3. DEPOSITS

The Company has not accepted any deposits within
the meaning of sub-section (31) of Section 2 and
Section 73 of the Companies Act, 2013 ("the Act") and
the Rules framed thereunder. As on March 31, 2025,
there were no deposits lying unpaid or unclaimed.

4. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

Regulation 34(2)(f) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 was not applicable
to the Company during the year under review, based
on the market capitalization.

5. CREDIT RATING

CRISIL has assigned the Credit rating of "BBB-/Stable"
and "A3" respectively to the Company for the working
capital and term loan facilities availed by the Company.

There has been revision in the credit rating during
the year to "BB /Stable" and "A4 " respectively for
the working capital and term loan facilities availed
by the Company and the rating has re-affirmed and
withdrawn by Crisil Ratings Limited with effect from
05th December, 2024.

6. PREVENTION OF INSIDER TRADING

The Company has adopted the Code of Practices and
Procedures for Fair Disclosure of Unpublished Price
Sensitive Information and Code of Conduct to Regulate,
Monitor and Report Trading by Designated Persons
and Immediate Relatives of Designated Persons In
terms of Regulation 8 and 9 of SEBI (Prohibition of
Insider Trading) Regulations, 2015 as amended from
time to time (the "Regulations").

All Board of Directors and the designated employees
have confirmed compliance with the applicable Code
during the financial year.

37. INSOLVENCY AND BANKRUPTCY CODE, 2016

No application or proceeding was made or pending
against the Company under the Insolvency and
Bankruptcy Code, 2016 during the year under review.

38. VARIATION IN VALUATION

During the year under review, there was no instance
of one-time settlement with any bank or financial
institution necessitating disclosure or reporting
in respect of difference in valuation done by the
Company.

39. COMPLIANCE OF SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial
Standards as mandated by the Institute of Company
Secretaries of India.

40. MATERNITY BENEFIT

The company affairms that is has been in line with the
requirement of the provisions of the Maternity Benefit
Act, 1961.

41. ACKNOWLEDGEMENT

The Directors take this opportunity to thank the
Central and State Government Departments,
Organizations and Agencies for their continued
support and co-operation. The Directors are also
thankful to all valuable stakeholders viz., customers,
vendors, suppliers, banks, financial institutions, joint
venture partners and other business associates for
their continued co-operation and excellent support
provided to the Company during the year. The
Directors acknowledge the unstinted commitment
and valuable contribution of all employees of the
Company. The Directors also appreciate and value the
trust reposed in them by Members of the Company.

For and on behalf of the Board

Sd/- Sd/-

Registered Office Sandeep Singhania Sarita Singhania

3B, Lal Bazar Street (Managing Director) (Whole-time Director)

Kolkata- 700 001 DIN: 00343837 DIN: 00343786

Date: 23rd July, 2025

1

Appointed as Member in Stakeholders Relationship
Committee w.e.f 11th November, 2024.

The Stakeholders Relationship Committee has been
reconstituted with effect from 25.06.2025 after the
cessation of Mr. Gautam Bhalla pursuant to his tenure
completion as Independent Director. Mr. Ravindra
Suchanti have been inducted as Chairman and
Navin Nayar have been inducted as Member of the
Committee.

The Terms of Reference of the Committee has been
provided in the Corporate Governance Section
forming part of this Report. During the financial year,