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

BSE: 522105ISIN: INE372E01025INDUSTRY: Engineering - General

BSE   ` 40.13   Open: 39.47   Today's Range 39.00
41.50
+1.61 (+ 4.01 %) Prev Close: 38.52 52 Week Range 29.87
54.50
Year End :2025-03 

Your Directors take pleasure in presenting the 38th Annual Report on the Audited Financial Statements of the Company for the
year ended March 31,2025.

1. FINANCIAL PERFORMANCE:

The Company’s Financial performance for the Year ended March 31, 2025 as compared to the previous Financial Year
ended March 31,2024 is summarised below:

Particulars

Standalone

Consolidated

For the Year
ended
March 31, 2025

For the Year
ended
March 31, 2024

For the Year
ended
March 31, 2025

For the Year
ended
March 31, 2024

Total Income

20,951.04

22,778.26

21,601.95

22,755.82

EBITDA

2,102.76

2,797.79

2,075.31

2,677.87

Less: Depreciation

658.65

649.02

658.65

649.02

EBIT

1,444.11

2,148.77

1,416.66

2,028.85

Less: Finance Cost

566.99

348.80

571.58

350.12

Profit Before Exceptional Items and Tax

877.12

1,799.97

845.08

1,678.73

Less: Exceptional Items

89.62

-

-

-

Profit Before Tax

787.50

1,799.97

845.08

1,678.73

Less: Tax Expenses

155.60

586.60

171.01

588.20

Less: Short Provision of Earlier Period

52.47

-

52.47

-

Less: MAT Credit Entitlement

36.46

147.23

36.46

147.23

Profit or Loss After Tax

542.97

1,066.14

585.14

943.30

a) OVERVIEW OF COMPANY'S PERFORMANCE

Standalone Performance of the Company:

During the Financial Year under review, total
revenue declined to INR 20,951.04 Lakhs as
against INR 22,778.26 Lakhs in the corresponding
previous Financial Year.

The EBIDTA in the previous year was INR 2,797.79
Lakhs as against INR 2,102.76 Lakhs in the
reporting Financial Year. Net Profit (before tax) of
INR 787.50 Lakhs as against INR 1,799.97 Lakhs
in the previous Financial Year and Net profit (after
tax) is INR 542.97 Lakhs as against INR 1,066.14
Lakhs in the previous Financial Year.

Consolidated Performance of the Company:

During the Financial Year under review, total
revenue declined to INR 21,601.95 Lakhs as
against INR 22,755.82 Lakhs in the corresponding
previous Financial Year, primarily on the account
of operational disruptions and transitional
challenges faced during the migration of our

ERP system to SAP This strategic shift was
undertaken to enhance process integration, data
accuracy, and long-term scalability. While the
transition impacted short-term operations, we
expect significant improvements in efficiency and
decision-making going forward.

The EBIDTA in the previous year was INR 2,677.87
Lakhs as against INR 2,075.31 Lakhs in the
reporting Financial Year. Net Profit (before tax) of
INR 845.08 Lakhs as against INR 1,678.73 Lakhs
in the previous Financial Year and Net profit (after
tax) is INR 585.14 Lakhs as against INR 943.30
Lakhs in the previous Financial Year.

Your Company’s management shall endeavour to
continue to focus on cutting costs and concentrate
on better productivity so as to overcome these
uncertain and difficult times.

b) Cash Flow Statement:

The Cash Flow statement for the Financial Year
2024-2025 is attached as part of the Financial
Statements.

c) Dividend:

Final Dividend for FY 2023-24:

The Board of Directors, at their meeting held on
May 22, 2024, recommended a Final Dividend
of INR 0.05 (Five paise only) per equity share of
INR 2 each, which was subsequently approved
by the shareholders at their meeting held on
September 06, 2024. The dividend was duly
distributed to the shareholders within the
prescribed timeline.

Final Dividend for FY 2024-25:

Further the Board of Directors, at their meeting
held on May 23, 2025, recommended a Final
Dividend of INR 0.05 (Five paise only) per equity
share of INR 2 each, which is subject to approval
of shareholders at the ensuing Annual General
Meeting.

d) Transfer of Unclaimed Dividend to Investor
Education and Protection Fund (IEPF)

Your Company did not have any funds lying
unpaid or unclaimed for a period of seven years.
Therefore, there were no funds which were
required to be transferred to Investor Education
and Protection Fund (IEPF).

e) Transfer to Reserves:

No amount was transferred to the General
Reserve Account during the Financial Year ended
March 31,2025.

2. FINANCE

a) Your Company continues to focus on judicious
management of its working capital. Receivables,
inventories and other working capital parameters
were kept under strict check through a process of
continuous monitoring.

b) Deposits: In terms of sections 73 and 74 of the
Companies Act, 2013 read ('the Act’) with relevant
Rules, your Company has not accepted any fixed
deposits during the year under review.

c) Particulars of Loans, Guarantees and Investments:
Details of Loans, Guarantees and Investments
made by your Company and covered under the
provisions of Section 186 of the Act is appended
as notes to the Financial Statements.

3. SHARE CAPITAL:

a) Authorised Share Capital:

During the Financial Year 2024-2025, there has
been no change in the Authorised Share Capital of
the Company.

b) Preferential Allotment of Fully Convertible
Warrants:

The Company has 34,50,000 outstanding Fully
Convertible Warrants as on March 31, 2025
which were issued during the previous financial
year at the face value of INR 2 each for cash at
an issue price of INR 64 (Rupees Sixty-Four) per
Warrants (including premium of INR 62 (Rupees
Sixty-Two) per warrants on a Preferential and
Private Placement basis to Promoter Group of the
Company and Identified Non Promoters.

4. UTILISATION OF FUNDS FROM PROCEEDS OF
PREFERENTIAL ISSUE

As on March 31,2025, the entire amount raised through
the Preferential Issue, allotted on March 27, 2024, has
been fully utilised towards the objects for which it was
raised.

5. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES:

As on March 31,2025, the Company has five subsidiaries
in the name and style of "Birla Accucast Limited", "Birla
Engineering Private Limited", "Birla Durotool Private
Limited" and foreign subsidiaries in the name and style
of "Birla Precision USA" "Birla Precision Technologies
GmbH" incorporated in Germany. The Company has
initiated steps for closure of Birla Precision USA.

Your Company does not have any, Associate & Joint
Venture Company as on March 31, 2025. Furthermore,
a statement containing the salient features of the
Financial Statements of the Company’s subsidiaries
in the prescribed 'Form AOC-I’ is attached as
'
Annexure - I’, forms part of the Board’s report.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The detailed review of the operations, state of affairs,
performance and outlook of the Company and its
business as stipulated under Regulation 34(2)(e) of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, ("SEBI Listing Regulations") is
presented in a separate section forming part of Annual
Report under the head 'Management Discussion and
Analysis Report’.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL(KMP'):

a. Board of Directors:

Sr.

No

DIN

Name

Designation

1.*

03327691

Mr. Vedant Birla

Chairman & Executive Director

2.**

07771465

Mr. Ravinder Chander Prem

Managing Director

3.

08686131

Mr. Santhosh Kumar

Executive Director

4.#

00258316

Mr. Sanjay Kothari

Non-Executive Non-Independent Director

5.

02680148

Ms. Raji Vishwanathan

Non-Executive Independent Director

6.

09562207

Ms. Tulsi Jayakumar

Non-Executive Independent Director

7.

07804776

Mr. Vikas Thapa

Non-Executive Independent Director

8.

07619879

Mr. Paramasivan Angala Srinivasan

Non-Executive Independent Director

9.

09505130

Mr. Kaleginanaoor Chandrashekhar Sharma

Non-Executive Independent Director

*There has been change in Designation of Mr. Vedant Birla (DIN: 03327691) from Chairman & Managing Director
to Chairman & Executive Director of the Company w.e.f. April 07, 2025 subject to approval of shareholders of the
Company at the ensuing Annual General Meeting.

**Mr. Ravinder Chander Prem (DIN: 07771465) was appointed as an Additional Director, designated as Managing
Director of the Company with effect from April 07, 2025.

Subsequently, the shareholders have approved his appointment as Managing Director w.e.f. April 07, 2025 by way of
a special resolution passed through postal ballot on June 27, 2025.

# Mr Sanjay Kothari resigned from the post of Director of the Company with effect from the close of business hours
of July 16, 2025.

b. Key Managerial Personnels (KMPs):

In terms of Section 203 of the Act, the KMPs of the
Company during the Financial Year 2024-2025 are
as follows:

Sr.

No

Name of the
KMP'S

Designation

1.

Mr. Vedant Birla

Chairman & Executive
Director

2.

Mr. Santhosh
Kumar

Executive Director

3.

Mr. Pankaj
Kumar**

Chief Financial Officer

4.

Ms. Ishu Jain ***

Company Secretary &
Compliance Officer

Material Change to be noted after the end of
reporting year

Mr. Ravinder Chander Prem (DIN: 07771465)
has been appointed as an Additional Director,
designated as Managing Director of the Company
with effect from April 07, 2025.

Subsequently, the shareholders have approved
his appointment as Managing Director w.e.f.
April 07, 2025 by way of a Special resolution
passed through postal ballot on June 27, 2025.

**Mr. Pankaj Kumar was appointed as Chief
Financial Officer w.e.f. May 22, 2024.

He resigned with effect from the close of business
hours on August 2, 2025.

***Ms. Ishu Jain, Company Secretary &
Compliance Officer has tendered resignation w.e.f.
April 18, 2025.

c. Retire by Rotation:

In accordance with the provisions of the Act
and the Articles of Association of the Company,
Mr. Santhosh Kumar (DIN:08686131) Executive
Director, retires by rotation at the ensuing Annual
General Meeting ("AGM") and being eligible offers
himself for re-appointment.

d. Declaration Given by the Independent Directors:

The Company has received declarations from
all the Independent Directors of the Company
confirming that they met the criteria of
independence as prescribed under Section 149
(6) of the Act and Regulation 25 of SEBI Listing
Regulations.

The Board of Directors of the Company is of the
view that all the Independent Directors fulfil the

criteria of independence and they are independent
from the management of the Company. All
Independent Directors of the Company have
confirmed that they have registered themselves
with Independent Directors’ Database of IICA and
will appear for the online proficiency test of IICA, if
applicable.

During the Financial Year 2024-25 a separate
meeting of Independent Director was held
on February 06, 2025 without the presence
of Executive Directors or management
representatives.

e. Board Effectiveness:

Independent Directors' Familiarisation Policy:

In compliance with the requirements of
Regulation 25(7) of the SEBI Listing Regulations,
the Company has put in place a Familiarisation
Program for the Independent Directors to
familiarise them with the Company, their roles,
rights, responsibilities in the Company, nature
of the industry in which the Company operates,
business model, etc. The details of the training
and familiarisation program have been provided
under the Corporate Governance Report. Further,
at the time of the appointment of an Independent
Director, the Company issues a formal letter of
appointment outlining his / her role, function,
duties, and responsibilities. Details of the
Familiarisation Program conducted are available
on the Company’s website: https://www.

birlaprecision.com/documents/investor/Policies/
Independent%20Director%20Familirization%20
Programme.pdf

The Familiarisation Policy of the Company seeks
to familiarise the Independent Directors with the
working of the Company, their roles, rights and
responsibilities with respect to the Company, the
industry in which the Company operates, business
model, etc.

f. Board and Committee Evaluation:

The Companies Act, 2013 and SEBI Listing
Regulations contains broad provisions on Board
Evaluation i.e. evaluation of the performance of
(i) the Board as a whole, (ii) individual Directors
(including Independent Directors and Chairman)
and (iii) various Committees of the Board.

Pursuant to the said provisions, the Board has
carried out an annual performance evaluation
of the entire Board, its Committees and all the

Directors based on the parameters specified in the
Report of Corporate Governance.

A separate meeting of Independent Directors
was held to discuss the performance of Non¬
Independent Directors, Board as a whole and the
Chairman after considering the views of Executive
Directors and Non-Executive Directors.

g. Criteria for selection of Directors, KMPs
and Senior leadership positions and their
remuneration

On the recommendation of the Nomination and
Remuneration Committee, the Board of the
Company has adopted a policy for selection
and appointment of Directors, Key Managerial
Personnel and Senior Management and their
remuneration. The policy is available on the
Company’s website at the below mentioned
weblink:

https://www.birlaprecision.com/documents/

investor/Policies/Policy-Nomination-%20

&-Remuneration-Policy.pdf

The policy contains, inter-alia, principles governing
Directors’, KMPs, Senior Management Personnel
appointment and remuneration, including criteria
for determining qualifications, positive attributes,
independence of Directors, etc.

8. MEETINGS OF THE BOARD

During the Financial Year, five meetings of the Board
of Directors were held, the details of which are given
in the Corporate Governance Report of the Company,
which forms part of this Report. The maximum interval
between any two meetings did not exceed 120 days as
prescribed under the Act.

9. COMMITTEES OF THE BOARD:

a. Audit Committee:

During the Financial Year 2024-25, 4 (Four)
Audit Committee meetings were held. The
composition of the Audit Committee is given in
the Corporate Governance Report, forming part
of this Annual Report. The Board has accepted all
recommendations of the Audit Committee during
the year under review.

b. Nomination and Remuneration Committee:

During the Financial Year 2024-25, 2 (Two)
Nomination and Remuneration Committee
meeting were held. The composition of the

Nomination and Remuneration Committee is given
in the Corporate Governance Report, forming part
of this Annual Report.

c. Stakeholders' Relationship Committee:

During the Financial Year 2024-25, 1 (One)
Stakeholders’ Relationship Committee meeting
was held. The composition of the Stakeholders’
Relationship Committee is given in the Corporate
Governance Report, forming part of this Annual
Report.

d. Corporate Social Responsibility Committee:

During the Financial Year 2024-25, 2 (Two)
Corporate Social Responsibility Committee
meetings were held. The composition of the
Corporate Social Responsibility Committee
is given in the Corporate Governance Report,
forming part of this Annual Report.

10. PARTICULARS OF CONTRACTS WITH RELATED
PARTIES / RELATED PARTY TRANSACTIONS:

I n accordance with the relevant provisions of the Act
and Rules framed thereunder and Regulation 23 of the
SEBI Listing Regulations, the Company has in place a
Related Party Transaction ("RPT") Policy. All related
party transactions ("RPT") entered into during the
Financial Year 2024-25 were in accordance with the
Company’s RPT Policy and on an arms’ length basis
and in the ordinary course of business. All RPTs are
placed before the Audit Committee and the Board for
their approval.

Further, since the transactions with the related parties
were in the ordinary course of business and at arm’s
length pricing, not material in nature and in accordance
with the Related Party Transactions Policy, the particulars
of such transactions with the related parties are not
required to be reported by the Company in Form AOC-2.

RPT Policy as approved by the Board is uploaded on
the Company’s website and is available at the weblink
https://www.birlaprecision.com/documents/investor/
Policies/Policy-Related-Party-Transaction.pdf

11. INTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY:

The Company has been constantly upgrading its
systems which would help in minimising inefficiency
and planting a smoothly internally controlled system
which would help us in organising and increasing our
productivity and overall efficiency.

The Company has an established Internal Financial
Control framework including internal controls over
financial Reporting, operating controls and anti-fraud
framework. The framework is reviewed regularly by the
management and presented to the Audit Committee.
Based on the review, the framework is Strengthened
and amended to incorporate the continuously evolving
practices, from time to time, to ensure adequacy and
effectiveness of Internal Financial Controls.

The adequacy of the internal control system as well
as the internal audit report is reviewed by the audit
committee of the Board of Directors. The adequacy of
the internal control system has also been reported by
the statutory auditors of the Company in their report as
required under the Companies (Auditors Report) Order,
2020.

12. AUDITORS' REPORT:

a) Statutory Auditors & their Report:

The Company’s Statutory Auditors, M/s. Valawat
& Associates, Chartered Accountants (ICAI Firm
Registration No. 003623C) were appointed as
Statutory Auditors of the Company for a period
of five consecutive years at the 33rd Annual
General Meeting held on December 29, 2020 on a
remuneration mutually agreed upon by the Board
of Directors and the Statutory Auditors.

The first term of appointment of the Statutory
Auditors would end at the conclusion of the
ensuing Annual General Meeting.The Report of
the Statutory Auditor forming part of the Annual
Report, does not contain any qualification,
reservation, adverse remark or disclaimer. The
observations made in the Auditors’ Report are
self-explanatory and therefore do not call for any
further comments.

A proposal for appointment of M/s. T.R.Chadha
& Co. LLP Chartered Accountants as Statutory
Auditors of the Company for a period of five
consecutive years from the conclusion of the
ensuing Annual General Meeting is placed before
the meeting for approval of the shareholders.

b) Secretarial Auditor & their Report:

Pursuant to the provisions of Section 204 of
the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, the Board had appointed Mr. Vijay Tiwari,
Proprietor of Vijay S. Tiwari & Associates,
Company Secretary in Practice, to undertake the

Secretarial Audit of the Company for the Financial
Year ended March 31,2025.

The Secretarial Audit Report for the Financial Year
ended March 31,2025 is enclosed to this report as
'Annexure II".

A proposal for appointment of M/s. AVS &
Associates, Practicing Company Secretaries
as the Secretarial Auditors of the Company
for a period of five consecutive years from the
conclusion of the ensuing Annual General Meeting
is placed before the meeting for approval of the
shareholders.

c) Internal Auditor:

The Company has appointed, M/s. Samp & Co.,
Chartered Accountants bearing Firm Registration
Number: 023782N, as Internal Auditors of the
Company. During the year, the Internal Auditor has
carried out Company audit on significant areas
affecting the Company’s business.

The Audit Committee reviews its findings and
recommendations at periodic intervals.

d) Cost Auditor:

The Company is required to maintain cost records
for certain products as specified by the Central
Government under sub-section (!) of Section
148 of the Act, and accordingly such accounts
and records are prepared and maintained in the
prescribed manner.

Further, the Company has received Cost Audit
Report on the cost accounts of the Company
for the Financial Year ended on March 31, 2025
from Mr. Jayant Galande, Cost Accountants
(Membership No: 5255) and the same shall be
filed with the Registrar of Companies (ROC)

During the Financial Year 2024-25, no fraud was
reported by the Cost Auditor of the Company in
their Report.

The Board of Directors of the Company, based on
the past experience and on recommendation of
the Audit Committee, have appointed Mr. Jayant
Galande, Cost Accountants, (Membership No:
5255) as Cost Auditors for conducting the audit
of Cost Records maintained by the Company for
the Financial Year 2025-26 on a remuneration of
INR 0.75 Lakhs, subject to ratification by the
Members at the ensuing Annual General Meeting.

13. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION FOREIGN EXCHANGE EARNINGS AND
OUTGO:

In accordance with the provisions of Section 134 of the
Act, read with the Companies (Accounts) Rules, 2014,
required information relating to the conservation of
energy, technology absorption and foreign exchange
earnings and outgo is given in the "
Annexure -III" to the
Board’s Report.

14. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest
standards of ethics and governance, resulting
in enhanced transparency for the benefit of all
stakeholders. The Report on Corporate Governance
as stipulated under Regulation 27 of the SEBI Listing
Regulations forms part of Corporate Governance
Report.

The Company is in full compliance with the
requirements and disclosures made in this regard.
The requisite Certificate from M/s. Vijay Tiwari
& Associates, Company Secretaries in Practice,
confirming compliance of the Corporate Governance
requirements is annexed to the Corporate Governance
Report, forming part of this Board’s Report.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company’s guiding principle for CSR is to build its
relationship with stakeholders and the community at
large, and to contribute to their long term social good and
welfare. Your Company, as a matter of duty, has been
carrying out the CSR activities since long even when
there were no statutory requirements in this regard. In
compliance of Section 135 of the Act, your Company
has constituted a Corporate Social Responsibility (CSR)
Committee. The Corporate Social Responsibility ('CSR’)
Committee of the Board is responsible for evaluation and
implementation of CSR Projects. Salient features of the
CSR Policy are as follows:

• It lays down CSR Philosophy, Vision and
Commitment of the Company.

• It specifies guidelines for implementation of CSR
Projects through CSR Partners including eligibility
criteria for CSR Partners.

• It also lays down roles and responsibilities of the
CSR Committee.

The initiatives undertaken by the Company during the
Financial Year 2024-25 are annexed as "
Annexure - IV"
to this Report in the format prescribed in the Companies
(Corporate Social Responsibility Policy), Rules, 2014

The Company has committed to allocate the unspent
amount towards an ongoing project as and when
necessary.

During the year under review, no change was made
in the CSR Policy. This Policy is disclosed on the
Company’s website at https://www.birlaprecision.
com/documents/investor/Policies/Policy-Corporate-
Social-Responsibility.pdf

16. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

Your Company has in place a vigil mechanism for
Directors and employees to report concerns about
unethical behaviour, actual or suspected fraud or
violation of your Company’s Code of Conduct. Under
the vigil mechanism of the Company, which also
incorporates a Whistle Blower Policy in terms of
Regulation 22 of the SEBI Listing Regulations, protected
disclosures can be made by a whistle blower through
an e-mail, or dedicated telephone line or a letter to
the Chairman of the Audit Committee. Adequate
safeguards are provided against victimisation to those
who avail of the vigil mechanism.

The Whistle Blower Policy is available on the Company’s
website at the weblink: https://www.birlaprecision.
com/documents/investor/Policies/Whistleblower%20
Policy.pdf

17. PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE:

As required under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 and Rules framed thereunder, the Company has
implemented a policy on prevention, prohibition and
redressal of sexual harassment at workplace. This has
been widely communicated internally. Your Company
has constituted 'Internal Complaints Committee’ to
redress complaints relating to sexual harassment at its
workplaces.

During the Financial Year 2024-25, the Company
did not receive any complaints pertaining to sexual
harassment. Accordingly, no cases were required to
be resolved, and there were no matters pending for a
period exceeding 90 days.

18. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company confirms that it has duly complied with all
applicable provisions of the Maternity Benefit Act, 1961,
which governs the employment conditions and rights
of women employees during the period of maternity.
The Company ensures that eligible women employees
are granted maternity benefits, including paid leave,
protection of employment, and other entitlements as
prescribed under the Act. The necessary policies and
procedures have been implemented and communicated
within the organisation to safeguard the welfare and
rights of women employees in accordance with the
said legislation.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS OR COURTS:

There are no significant or material orders passed
by any Regulators / Courts which would impact the
going concern status of the Company and its future
operations.

20. ANNUAL RETURN:

The Annual Return of the Company as of March 31,
2025, in Form MGT - 7 in accordance with Section 92(3)
of the Act, read with the Companies (Management and
Administration) Rules, 2014, is available on the website
of the Company at https://www.birlaprecision.com/
investor-section-financial-result.php By virtue of an
amendment to Section 92(3) of the Act, the Company is
not required to provide an extract of the Annual Return
(form MGT- 9) as part of the Board’s Report.

21. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of
Directors and employees as required under Section
197 of the Act read with Rule 5(1) of Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed as "
Annexure -V"
to this Report.

22. COMPLIANCE OF ACCOUNTING STANDARDS:

As per requirements of the SEBI Listing Regulations and
applicable Accounting Standards, your Company has
made proper disclosures in the Financial Statements.

The applicable Accounting Standards have been duly
adopted pursuant to the provisions of Sections 129 and
133 of the Act.

23. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the Secretarial
Standards (SS-1 and SS-2), issued by the Institute of
Company Secretaries of India and forming part of the
Act, on meetings of the Board of Directors and General
Meetings.

24. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, as amended, the
Directors confirm that:

a) In the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating to
material departures;

b) the directors had 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 at the end of the
Financial Year and of the profit and loss of the
Company for that period;

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

25. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the statutory
auditors nor the secretarial auditors reported to the
Audit Committee, of any instances of fraud committed
in the Company by its officers or employees, as required
under Section 143(12) of the Act.

26. MATERIAL CHANGES AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:

No material changes and commitments have occurred
in the normal course of business after the close of the
year till the date of this Report, which may affect the
financial position of the Company.

27. CHANGE IN THE NATURE OF COMPANY'S BUSINESS:

There has been no change in the nature of business of
the Company.

28. STATEMENT FOR DEVELOPMENT AND
IMPLEMENTATION OF RISK MANAGEMENT POLICY
U/S 134 OF THE COMPANIES ACT, 2013 :

As per provisions of the Companies Act, 2013 and as
part of good Corporate Governance, the Company has
laid down the procedures to inform to the Board about
the risk assessment and minimisation procedures
and the Board shall be responsible for framing,
implementing and monitoring the risk management
plans for the Company. The main objective is to ensure
sustainable business growth with stability and to
promote a pro-active approach in reporting, evaluating
and resolving risks associated with the business. The
Audit Committee of the Company has periodically
reviewed the various risk associates with business of
the Company. Such review includes risk identification,
evaluation and mitigation of the risk.

29. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere
appreciation for the assistance and co-operation
received from various stakeholders including financial
institutions and banks, Government authorities and
other business associates who have extended their
valuable support and encouragement during the year
under review.

Your Directors take this opportunity to place on record
their appreciation for the committed services rendered
by the employees of the Company at all levels, who
have contributed significantly towards the Company’s
performance and for enhancing its inherent strength.

Your Directors also acknowledge with gratitude the
encouragement and support extended by our valued
shareholders.

30. MISCELLANEOUS:

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016;

• There was no instance of onetime settlement with any Bank or Financial Institution

For and on behalf of the Board of Directors

Vedant Birla

Place: Mumbai Chairman & Executive Director

Date: August 3, 2025 (DIN: 03327691)