Your Directors take pleasure in presenting the 41st Annual Report covering the highlights of
the finance, business and operations of your Company. The report also includes the Audited
Financial Statements of the Company prepared in compliance with Ind AS accounting
standards, for the financial year ended March 31, 2025.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

The financial performance of the Company for the year ended March 31,2025, is summarised
below:

STATE OF COMPANY'S AFFAIRS & PROSPECT

Your Directors are pleased to report a significant improvement in the Company's performance
during the financial year 2024-25. The Revenue from Operations increased to ^2,202.55 lakh,
reflecting robust growth over ^1,174.22 lakh in the previous year. This performance was
primarily driven by enhanced sales of "Skitos", the Company's proprietary snack brand, which
contributed ^1,458.83 lakh to the revenue, marking substantial growth from ^529.99 lakh in
FY 2023-24. Job work manufacturing also registered a notable rise in revenue generation.
Through effective cost optimization and improved operational efficiencies, the Company
successfully turned around its financial position, posting a profit after tax of ^274.54 lakh as
compared to a loss of ^159.87 lakh in the previous year. The financial performance was further
bolstered by an exceptional income of ^283.10 lakh, significantly enhancing the overall
growth.

Looking ahead, the Company remains committed to expanding its distribution network
across existing and new markets, strengthening the visibility and market share of "Skitos",
and continuing efforts toward operational excellence through prudent cost management
across production, sales, distribution, and administrative functions. Additionally, the
Company is exploring strategic deployment of its available resources through short-term
investment opportunities to further enhance returns. With these focused initiatives and a
favourable market outlook, your Directors are confident of delivering improved margins,
enhanced profitability, and sustainable growth in the forthcoming financial year.

DIVIDEND & TRANSFER TO RESERVES

With the focus of creating long-term economic value, conserve resources for future
expansion and strategic investments, your Company has not recommended any dividend for
the year ended March 31, 2025.

Your Directors do not propose to carry any amount to reserves for the year under review.

SHARE CAPITAL

The Authorized Share Capital of the Company as of March 31, 2025 is ^9,00,00,000/-, comprising
7,50,00,000 Equity Shares of ^1/- each and 1,50,000 Preference Shares of ^100/- each.

The Issued, Subscribed, and Paid-up Equity Share Capital stands at ^1,45,02,400, consisting
of 1,45,02,400 Equity Shares of ^1/- each as on March 31, 2025. During the year under
review, the Company has not issued any equity shares, including sweat equity shares, bonus
shares, equity shares with differential voting rights, or convertible securities.

HOLDING, SUBSIDIARY, ASSOCIATE & JOINT VENTURE

The Company does not have any Holding, Subsidiary, Associate Company & Joint Venture as
on March 31, 2025.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in the nature of business of the Company.
DIRECTORS & KEY MANAGERIAL PERSONNEL

Directors

Your Company's Board of Directors comprises of the following Directors:

• Mr. Krishna Murari Poddar (DIN : 00028012) - Managing Director

• Mrs Uma Poddar (DIN : 07140013) - Non-Executive Director

• Mr Gautam Modi (DIN : 06482645) - Non-Executive Director

• Mr Bal Krishna Bhalotia (DIN : 00049850) -Non-Executive Independent Director

• Mr Avinash Kumar Khaitan (DIN : 06936383) - Non-Executive Independent Director

• Mr Arvind Kejariwal (DIN : 08996095) - Non-Executive Independent Director

During the financial year 2024-2025, there were no changes in the composition of the Board
of Directors of the Company. However, Mr. Bal Krishna Bhalotia (DIN: 00049850), aged above
75 years, was reappointed for a second term of five years as Non-Executive Independent
Director, effective from August 14, 2024 to August 13, 2029, by Special Resolution at the 39^th
AGM held on September 11, 2023
Director liable to Retire by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with
Companies (Appointment and Qualification of Directors) Rules, 2014 , Mr Gautam Modi (DIN :
06482645), Director of the Company, retires by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for reappointment as Director of the Company. He
holds 2800 equity shares of the Company in his own name.

Re-appointment of Director(s)

The Nomination and Remuneration Committee and the Board of Directors of the Company
at their respective Meetings held on May 30, 2025, have approved:

a. Recommendation for reappointment of Mr Krishna Murari Poddar (DIN: 00028012)) as
the Managing Director of the Company for a term of three (3) years, commencing from
September 8, 2026 and ending on September 7, 2029. He has attained the age of 79
years, his re-appointment is proposed to be made by way of a Special Resolution, in
accordance with the provisions of Section 196(3)(a) of the Companies Act, 2013.

b. Reappointment of Mr. Avinash Kumar Khaitan (DIN: 06936383) as the Non-Executive
Independent Director of the Company for his second term starting from December 14,
2025 till December 13, 2030,

c. Reappointment of Mr. Arvind Kejariwal (DIN: 08996095) as the Non-Executive
Independent Director of the Company for his second term starting from February 10,
2026 till February 09, 2031.

The above reappointments are subject to approval of the Shareholders of the Company.

In the opinion of the Board, all the directors, as well as the director proposed to be re¬
appointed, possess the requisite integrity, experience and expertise as required and all the
directors have submitted declarations that they are not disqualified for being appointed as
directors in terms of Section 164 of the Companies Act, 2013 and Rule 14(1) of Companies
(Appointment and Qualification of Directors).

Declaration by Independent Director

There are three Independent Directors on the Board of the Company as on the date of this
report. The Company has received declarations from all the Independent Directors
confirming that they meet the criteria of independence as prescribed under 149(6) of the
Companies Act, 2013. In terms of provisions of Section 134(3)(d) of the Companies Act,
2013, the Board of Directors of your Company have taken note of these declarations of
independence received from all the Independent Directors and have undertaken due
assessment of the veracity of the same. The Board of Directors is of the opinion that the
Independent Directors of your Company possess requisite qualifications, experience,
expertise (including proficiency) and they hold the highest standards of integrity that
enables them to discharge their duties as the Independent Directors of your Company.
Further, in compliance with Rule 6(1) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, all Independent Directors of the Company have registered
themselves with the Indian Institute of Corporate Affairs. The Independent Directors have
complied with the Code for Independent Directors prescribed in Schedule IV to the Act along
with the Code of Conduct for Directors and Senior Management Personnel formulated by
the Company as per Listing Regulations.

Key Managerial Personnel

There has been no change in the KMPs during the year under review.
Skills/Expertise/Competencies of the Board of Directors

We believe that collective effectiveness of the Board is key to the Company's performance.
Board members should bring a balanced mix of skills, experience, and diverse perspectives.
Identifying each Director's core competencies helps recognize individual strengths and
highlight any skill gaps critical for the Company's effective functioning. The table below
outlines the specific areas of focus and expertise of each Board member:

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect
to Directors Responsibility Statement, it is hereby confirmed 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 of

the Act have been followed and there are no material departures from the same;

(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 this Act 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 had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively.

(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.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors of the Company met five times during the year under review. Meeting

dates and Director attendance during the financial year are as under:

CONSTITUTION OF COMMITTEES AS PER COMPANIES ACT, 2013

The company has constituted sub-committees of the board as per the provisions of
Companies Act, 2013 with proper composition of its members.

Audit Committee

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013 read with Rule 6 of
the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has
constituted an Audit Committee and all members of the Committee possess relevant
expertise in finance, accounting, or business management.

The composition of the Audit Committee is as under:

Mr Bal Krishna Bhalotia - Chairman (w.e.f April 01, 2024)

Mr Avinash Kumar Khaitan - Member
Mr Gautam Modi - Member

The terms of reference of the Audit Committee include, inter alia, recommending the
appointment, remuneration, and terms of appointment of the auditors of the Company;
reviewing and monitoring the auditor's independence and performance; examining the financial
statements and the auditor's report thereon; approving or subsequently modifying related party
transactions; scrutinizing inter-corporate loans and investments; valuing undertakings or assets
of the Company, wherever necessary; evaluating internal financial controls and risk
management systems; and monitoring the end use of funds raised through public offers, if any.

The Audit Committee meets regularly and discharges its responsibilities in accordance with
the provisions of the Companies Act, 2013. The Committee met four times during the year
under review. Meeting dates and member attendance during the financial year are as under:

Nomination and Remuneration Committee

Pursuant to the provisions of Section 178(1) of the Companies Act, 2013 read with Rule 6 of
the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has
constituted a Nomination and Remuneration Committee .

The composition of the Nomination and Remuneration Committee is as under:

Mr Avinash Kumar Khaitan - Chairman (w.e.f April 01, 2024)

Mr Bal Krishna Bhalotia - Member
Mr Gautam Modi - Member

The terms of reference of the Committee, inter alia, include formulating criteria for
determining qualifications, positive attributes, and independence of directors; evaluating
the performance of Independent Directors and the Board; recommending to the Board a
policy relating to the remuneration of Directors, Key Managerial Personnel (KMP), and other
employees; and carrying out such other functions as may be mandated by the Board from
time to time or as may be necessary and appropriate for the effective discharge of its duties.
The abridged policy framed by Nomination and Remuneration Committee is as follows-
The Company considers its human resources as its most valuable asset and endeavors to
align employee aspirations with the strategic goals of the organization. The level and
composition of remuneration for Directors, Key Managerial Personnel (KMP), and Senior
Management is designed to support smooth business operations, enhance productivity
and attract, retain and motivate competent individuals.

The Nomination and Remuneration Committee is responsible for recommending the
appointment, qualifications, term of service of Directors and Senior Management personnel
in line with statutory requirements and principles of integrity, merit, and professional
experience. All such recommendations are subject to the approval of the Board.

The Company ensures a clear linkage between remuneration and performance, meeting
appropriate performance benchmarks. Remuneration structures maintain a prudent
balance between fixed pay and incentives, aligned with both short-term and long-term
objectives of the Company.

Non-Executive Directors including independent directors are remunerated by way of sitting
fees for attending meetings of the Board and Committees, as determined by the Board from
time to time. In determining the remuneration of the Managing Director and Executive
Directors, the Committee takes into account industry benchmarks, the individual's
experience and qualifications, and internal parity. Such remuneration may include fixed pay,
perquisites, allowances, and other benefits in accordance with the Company's rules and

applicable statutory provisions.

Committee decisions are made by a majority of members present and voting. In the event
of a tie, the Chairman of the meeting shall have a casting vote. Any member of the
Committee shall recuse themselves from discussions or decisions where their own
remuneration or performance is being considered.

Remuneration for other employees is determined following similar principles and taking
into account industry practices, cost of talent acquisition, and the Company's policies. In
addition to basic salary, employees are entitled to benefits in accordance with the
Company's policies and applicable statutory requirements.

The detailed policy placed is available on the Company's website at:
https://ceeta.com/codes_polides_gallery/506374-nomination-and-remunerationpolicy.pdf

The terms and conditions of appointment of independent directors is available on the
Company's website at: https://ceeta.com/disclosures_under_regulation_46_gallery/353920-cil-
terms-and-conditions-of-appointment-of-independent-directors.pdf;

The criteria for making payments to Non-Executive Directors is available on the
Company's website at: https://ceeta.com/disclosures_under_regulation_46_gallery/122528-
cil-criteria-of-making-payment-to-non-executive-directors-1.pdf

The Nomination and Remuneration Committee meets regularly and discharges its
responsibilities in accordance with the provisions of the Companies Act, 2013. The
Committee met two times during the year under review. Meeting dates and member
attendance during the financial year are as under:

Stakeholder Relationship Committee

Pursuant to the provisions of Section 178(5) of the Companies Act, 2013, the Company
has constituted a Stakeholder Relationship Committee to oversee and ensure the
effective redressal of stakeholder and investor grievances.

The composition of the Stakeholder Relationship Committee is as under:

Mr Avinash Kumar Khaitan - Chairman (w.e.f April 01, 2024)

Mr Bal Krishna Bhalotia - Member
Mr Gautam Modi - Member

The Stakeholder Relationship Committee is primarily responsible for monitoring and
resolving shareholder and investor grievances. Its scope of work includes reviewing
complaints related to the transfer of shares, non-receipt of annual reports, dividend
payments (if any), dematerialization of shares, and other related matters.

The Board has delegated the authority for handling day-to-day stakeholder and investor
correspondence and grievance redressal to Ms. Smally Agarwal, Company Secretary and
Compliance Officer of the Company. She is responsible for coordinating with the
Company's Registrar and Share Transfer Agent, M/s. Niche Technologies Pvt. Ltd., to
ensure timely and effective resolution of investor concerns.

The Committee meets as and when necessary to review the status of complaints and

ensure that appropriate action is taken in a timely manner. The Company is committed to
maintaining the highest standards of stakeholder service and continuously strives to enhance
investor satisfaction. The Committee met two times during the year under review . Meeting
dates and member attendance during the financial year are as under:

CORPORATE GOVERNANCE

The Company is committed to and has consistently upheld good Corporate Governance practices.
Our governance philosophy is rooted in the principles of equity, fairness, adherence to the spirit of
the law, and the highest standards of transparency, accountability, and reliability in all transactions.
We strongly believe that sound corporate governance is crucial to maintaining stakeholders' trust
and ensuring the efficient, ethical, and transparent conduct of business. The Company
continuously reviews and refines its governance framework to keep pace with evolving business
environments and applicable laws.

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the provisions relating to Corporate Governance specified in Regulations 17,
17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27, clauses (b) to (i) and (t) of sub-regulation (2) of
Regulation 46, and Paras C, D, and E of Schedule V are not applicable to the Company. This
exemption arises as the Company's paid-up equity share capital of ^1.45 crore and net worth of
^12.43 crore as of March 31, 2025, are below the prescribed thresholds of ^10 crore paid-up
capital and ^25 crore net worth, respectively.

Additional Disclosures as required under Schedule V of the Companies Act, 2013 in Board's Report.
Remuneration to Directors: The Company has formulated a Remuneration Policy applicable to
Directors, Senior Management Personnel, and other employees. The policy comprehensively
covers salary, perquisites, and benefits payable to Executive and Non-Executive Directors, Senior
Management Personnel, and other employees of the Company.

The detailed policy placed is available on the Company's website at:

https://ceeta.com/codes_policies_gallery/506374-nomination-and-remunerationpolicy.pdf

The terms and conditions of appointment of independent directors is available on the Company's website at:

https://ceeta.com/disclosures_under_regulation_46_gallery/353920-cil-terms-and-conditions-of-

appointment-of-independent-directors.pdf;

The criteria for making payments to Non-Executive Directors is available on the Company's website at :
https://ceeta.com/disclosures_under_regulation_46_gallery/122528-cil-criteria-of-making-payment-
to-non-executive-directors-1.pdf

Details of remuneration paid to Directors for the Financial Year2024-25:
i) Remuneration paid to Non-Executive Directors and Non-Executive Independent Directors:
Only sitting fees were paid to the Non-Executive Directors including Independent Directors
durinp the year. The details are as follows:

ii) Remuneration paid to Managing Director/Executive Director: The appointment and
remuneration of the Managing Director were approved by the shareholders through a
special resolution passed at the 37th Annual General Meeting held on September 8, 2021,
for a tenure of five years. Subsequently, at the 40th AGM held on September 5, 2024, the
shareholders approved an extension of the remuneration payable to the Managing
Director for a further period of two years, under Schedule V of the Companies Act, 2013,
i.e., until September 7, 2026. All other terms and conditions of his appointment, as
originally approved at the 37th AGM. remained unaltered.

Terms of Service Contract: a) Tenure of 5 years commencing from September 08, 2021 till
September 07,2026; b) Agreement can be terminated by either party by giving a reasonable
notice period; c) No compensation shall be payable to either party upon termination; and d)
The Managing Director shall not be entitled to any sitting fees for attending meetings of the
Board or its Committees.

Notes: a) In addition to the above remuneration and sitting fees paid, the Company has
deposited applicable taxes with the Government; b) The Company has not granted any stock
options to Directors as of March 31, 2025.

DISCLOSURE PERTAINING TO SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to providing a safe and harassment-free workplace for all
individuals on its premises. We strive to maintain an environment free from discrimination and
harassment, including sexual harassment. In compliance with the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has
constituted an Internal Complaints Committee. The Company has a strict policy of zero
tolerance towards sexual harassment, which applies to all employees, including permanent,
contractual, temporary staff, and trainees. During the financial year 2024-2025, no complaints
were reported under this Act.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company is committed to conducting its affairs with fairness, transparency, and the
highest standards of professionalism, honesty, integrity, and ethical behaviour. In
compliance with Section 177(9) of the Companies Act, 2013, the Company has established a
Vigil Mechanism incorporating a Whistle Blower Policy. This mechanism provides a secure
and confidential channel for employees to report any unethical, unlawful, or improper
practices without fear of retaliation. Protected disclosures can be made via email, phone, or
letter addressed to the Chairman of the Audit Committee. The Audit Committee reviews and
ensures the appropriate redressal of any complaints received.

The Vigil Mechanism policy is available on the Company's website at : https:// ceeta.com
/disclosures_under_regulation_46_gaHery/944775-cil-vigil-mechanism-poUcy.pdf.

During the year under review, no employee was denied access to the Audit Committee, and
no complaints were received under the policy.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all transactions entered into by the Company with related
parties were conducted at arm's length and in the ordinary course of business. Accordingly,
the provisions of Section 188 of the Companies Act, 2013 were not attracted, and disclosure

in Form AOC-2 under Section 134(3)(h) of the Companies Act, 2013 is not required. Further,
there were no materially significant related party transactions with Promoters, Directors,
Key Managerial Personnel, or other designated persons that could potentially conflict with
the interests of the Company. Details of all related party transactions are provided in the
notes to the financial statements. The Audit Committee granted omnibus approval for
regular related party transactions to be undertaken during the financial year 2025-26 at its
meeting held on February 14, 2025.

PARTICULARS OF LOANS, ADVANCES & INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013, disclosures relating to loans, advances,
guarantees, and investments are provided as part of the financial statements. The Company
has been informed that the said loans are intended to be utilized by the recipients for their
general business and corporate purposes.

RISK MANAGEMENT, RISKS AND CONCERNS

The Company has established a comprehensive Risk Management framework and policy
aimed at identifying, evaluating, and mitigating various risks associated with its business
operations. Risk identification is carried out at the strategic, business, and operational levels,
and the risk management process primarily focuses on three key elements: (i) Risk
Assessment, (ii) Risk Management, and (iii) Risk Monitoring. The Company recognizes that
risk evaluation and mitigation is an ongoing process and remains committed to proactively
addressing potential risks that may adversely impact its performance. The policy emphasizes
identifying and monitoring key business risks and implementing appropriate mitigation
strategies. The Audit Committee periodically reviews both inherent and emerging risks as per
the Risk Management Policy and oversees the implementation of mitigation plans. The Board
is also regularly apprised of major risks and the corresponding mitigation measures being
undertaken by the management. As on the date of this Report, there are no risks which, in the
opinion of the Board, threaten the existence of the Company. Other business risks and
industry challenges have been discussed in the Management Discussion and Analysis section
of this Annual Report. In addition, disclosures relating to foreign exchange and commodity
price risks are provided in the notes forming part of the financial statements.

INTERNAL FINANCIAL CONTROL

The Board has adopted policies and procedures to ensure the orderly and efficient conduct
of the Company's business, including compliance with its policies, safeguarding of assets,
prevention and detection of fraud and errors, accuracy of accounting records, and timely
preparation of reliable financial disclosures. The internal financial controls relating to the
financial statements are commensurate with the Company's size and nature of business.
These controls are designed to provide reasonable assurance regarding the reliability of
financial and operational information, compliance with applicable Indian Accounting
Standards (Ind AS), and relevant laws. The Internal Auditor and the Audit Committee
periodically review the effectiveness of the internal financial control system. During the year
under review, no material weaknesses or significant deficiencies were reported by the
Internal Auditors regarding the adequacy or effectiveness of these controls.

SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with Secretarial Standards 1
and 2 issued by the Institute of Company Secretaries of India.

DEPOSITS

During the year under review, the company did not accept any deposits under Section 73 of
the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rules, 2014.

STATUTORY AUDITORS & AUDITORS' REPORT

Pursuant to Section 139 of the Companies Act, 2013, M/s G.K. Tulsyan and Company (Firm
Registration No. 323246E) was appointed as the Statutory Auditors of the Company for a
term of five consecutive years, commencing from the conclusion of the 39th AGM until the
conclusion of the 44th AGM.

The Auditors' Report on the accounts for the year ended 31st March 2025 does not contain
any qualifications, reservations, adverse remarks, or observations. The notes forming part of
the financial statements are self-explanatory and do not require further clarification.
INTERNAL AUDITOR & INTERNAL AUDIT

Pursuant to Section 138 of the Companies Act, 2013, M/s. DKSK & Associates, a Practicing
Chartered Accountant firm (Firm Registration No. 014950S) was reappointed as the Internal
Auditor of the Company for the financial year 2024-2025.

The quarterly audit reports submitted by the Internal Auditors during the financial year
2024-25 were reviewed by the Audit Committee and the Board at their respective meetings.
The recommendations and suggestions made therein have been implemented to the extent
feasible.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, M/s. Drolia & Co., Company
Secretaries in practice (Membership No-2366, Certificate of Practicing No-1362, Peer
Review No 1928/2022) was reappointed as the Secretarial Auditor of the Company for the
financial year ended March 31, 2025.

The Report of the Secretarial Auditor for the financial year ended March 31, 2025 is annexed
hereto and forms part of the Board's Report as Annexure A. No qualification or observation
or adverse remark have been made by Secretarial Audit in the Secretarial Audit Report,
which calls for any comment or explanation.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Auditors have not reported any instances of fraud
committed by the Company's officers or employees to the Audit Committee, pursuant to
Section 143(12) of the Companies Act, 2013, which require disclosure in this Report.
ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual
Return as of 31st March 2025 is available on the Company's website and can be accessed
at the following link: https://ceeta.com/disclosures_under_regulation_46_gallery/384739-annual-
return-2024-25.pdf
BOARD EVALUATION

The Company has established a formal evaluation process for the performance of individual
Directors, the Board as a whole, and its Committees. The evaluation is conducted annually
covering key performance aspects and result areas. Each Director evaluates the
performance of other Directors (excluding themselves), the Board, and its Committees, and
provides feedback to the Nomination and Remuneration Committee. The Nomination and
Remuneration Committee reviews the feedback and makes appropriate recommendations
to the Board for its final assessment. Additionally, the Independent Directors met separately
on February 14, 2025, without the presence of Non-Independent Directors, to review the
performance of Non-Independent Directors, the Board as a whole, and the Chairman,
considering the views of Executive and Non-Executive Directors.

The Board has expressed satisfaction with the overall performance of the Directors, the

Board's functioning, and that of its Committees.

PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION

In determining adjustments to the remuneration of employees and managerial personnel,
the Company carefully considers various factors, including the Company's policies, individual
performance and contributions, financial performance of the Company, benchmarking
against industry peers, and compliance with applicable regulatory frameworks governing
managerial remuneration.

Disclosures relating to remuneration and other details as required under Section 197(12) of
the Companies Act, 2013, read with Rules 5(1), 5(2), and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto
and forms part of the Board's Report as Annexure B. During the year under review, there
were no employees drawing remuneration equal to or exceeding the limits prescribed under
the Companies Act, 2013.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS & OTHER DIRECTORS

The Board members are provided with necessary documents, reports, statutory updates,
and internal policies to help them familiarize themselves with the Company's procedures
and practices. Independent Directors and other Directors are oriented on various aspects
including the Company's operations, their roles and responsibilities, the nature of the
industry, and the Company's business model. They are also regularly updated on changes in
relevant corporate and economic laws affecting their roles as directors. This enables them to
make well-informed decisions, effectively discharge their duties, and contribute
meaningfully to the Company's growth.

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 of the
Companies (Accounts) Rules, 2014, a statement on conservation of energy, technology
absorption, foreign exchange earnings, and outgo is annexed hereto and forms part of the
Board's Report as Annexure C.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In accordance with Regulation 34 and Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis
forms an integral part of the Annual Report.

REGISTRAR AND TRANSFER AGENTS

The Company continues to appoint M/s. Niche Technologies Pvt. Ltd., located at 3A Auckland
Place, 7th Floor, Room No. 7A & 7B, Kolkata - 700017, as its Registrar and Share Transfer
Agents. Contact: Phone - 033 2280-616/17,Email -nichetechpl @ nichetechpl.com
LISTING ON STOCK EXCHANGES & STOCK CODE

The Company's shares are listed and traded on BSE Ltd. under the Scrip Code 514171. The
annual listing fee has been duly paid to the Stock Exchange.

DEMATERIALIZATION OF SHARES

The Equity Shares of the Company are registered with National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited (CDSL) to facilitate dematerialization.
The Company's ISIN is INE760J01012.

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

There have been no significant or material orders passed by any Regulators, Courts, or

Tribunals that would impact the going concern status of the Company or its future
operations. However, details of contingent liabilities and commitments are disclosed in the
notes forming part of the Financial Statements.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016

During the year under review, no application was made, nor was any proceeding pending,
under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF ANY DIFFERENCE BETWEEN VALUATION DONE ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS (FI)

The Company serviced all the debts & financial commitments as and when they became due
and no settlements were entered into with the bankers.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There have been no material changes or commitments affecting the financial position of the
Company between the end of the financial year to which the financial statements relate and
the date of this Report. However, details of events occurring after the reporting period have
been disclosed in the notes forming part of the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013 and the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the requirement to constitute a Corporate Social
Responsibility Committee and to undertake CSR activities is not applicable to the Company
for the financial year 2024-2025 as the Company does not meet the prescribed criteria
specified under the said section.

MAINTENANCE OF COST RECORDS

Pursuant to Section 148 of the Companies Act, 2013 relating to the maintenance of cost
records, the Company hereby confirms that the said provisions are not applicable for the
financial year 2024-2025.

GENERAL

The disclosures not specifically addressed in this Report, as required under Section 134 of
the Companies Act, 2013, read with applicable rules and other prevailing laws, are not
applicable to the Company for the financial year under review.

ACKNOWLEDGEMENT

The Board of Directors extends its heartfelt appreciation to the Company's valued
customers, Members, investors, vendors, partners, bankers, government authorities, and
all other stakeholders for their continued support and cooperation. Their contribution has
played a vital role in the Company's growth and success. The Board also acknowledges the
dedication and hard work of all employees and workers, whose collective efforts have been
key to the Company's achievements.

For and on behalf of the Board of Directors

K.M. Poddar Avinash Kumar Khaitan
Place : Kolkata Managing Director Director

Dated : May 30, 2025 DIN : 00028012 DIN : 06936383