Your Directors are pleased to present the Forty-Fourth (44^th) Annual Report together with the Company's audited financial
statements and the auditors' report thereon for the Financial Year (hereinafter referred to as ‘FY’) ended March 31,2025.

FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the relevant
applicable Indian Accounting Standards (hereinafter referred to as ‘Ind AS’) and Regulation 33 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘SEBI Listing
Regulations’) and the provisions of the Companies Act, 2013 (hereinafter referred to as ‘the Act’).

The summarized financial highlights are depicted below:

FINANCIAL HIGHLIGHTS
Consolidated Financial Results

• Revenue from operations increased by 37% to

' 12,813.45 lacs in FY 2024-25 vs ' 9,355.71 lacs in
FY 2023-24.

• EBIDTA increased by 132% to ' 1,382.17 lacs in
FY 2024-25 vs ' 596.70 lacs in FY 2023-24.

• PAT attributable to owners increased by 184% to ' 257.10
lacs in FY 2024-25 vs ' 90.63 lacs in FY 2023-24.

Standalone Financial Results

• Revenue from operations increased by 37% to

' 12,813.45 lacs in FY 2024-25 vs ' 9,355.71 lacs in
FY 2023-24.

• EBIDTA increased by 131% to ' 1,382.94 lacs in
FY 2024-25 vs ' 598.15 lacs in FY 2023-24.

• PAT increased by 180% to ' 257.87 lacs in FY 2024-25
vs ' 92.09 lacs in FY 2023-24.

BUSINESS REVIEW

H.P. Cotton Textile Mills Limited: The Company operates
in only one segment i.e. manufacturing of Threads. The
Company deals in production of two types of thread i.e.
Sewing Threads and Hosiery Yarn. The key aspects of
your Company's performance during the FY 2024-25 are
as follows:

• Production of Sewing Threads has increased by 39%
than the previous year to 13,34,511 kg as compared to
the production of the previous year of 9,57,419 kg.

• Gross Turnover has increased by 36% than the previous
year to ' 12,076.41 lacs as compared to the previous
year' turnover of ' 8,874.41 lacs.

• The Net Block of Fixed Assets as at March 31,2025 was
' 3,244.67 lacs as compared to ' 3,347.33 lacs in the
previous year.

• The current assets as at March 31,2025 were ' 5,199.95
lacs as against ' 4,448.91 lacs in the previous year.

HP MMF Textiles Limited: It is a wholly-owned subsidiary
company of H.P. Cotton Textile Mills Limited. The Company is
yet to commence its operations.

RESERVES

The Board has not proposed to transfer any amount to the
General Reserves.

DIVIDEND

The Board has not recommended any dividend for the FY
ended on March 31,2025.

TRANSFER OF UNCLAIMED DIVIDENDTO INVESTOR
EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 125(2) of the Act, during
the year under review, the Company was not liable to transfer
any amount lying in the unpaid dividend account of the
Company to the Investor Education and Protection Fund.

SHARE CAPITAL

The Authorised Share Capital of the Company as on March
31, 2025, remains unchanged at ' 4,25,00,000 divided into
42,50,000 Equity Shares of ' 10 each.

The Issued, Subscribed and Paid-up Equity Share Capital
of the Company, remains unchanged at ' 3,92,20,000
consisting of 39,22,000 Equity Shares of ' 10/- each.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the
year under review, in terms of Regulation 34 of the SEBI
Listing Regulations is presented in a separate Section,
forming integral part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors

During the FY 2024-25, Mr. Vikram Jhunjhunwala has
been appointed as an Additional Director (Non-Executive
& Independent) w.e.f. August 07, 2024 for term of five (5)

years. In terms of Section 149 and 152 of the Act, read with
the Companies (Appointment and Qualification of Directors)
Rules, 2014, the Board had, on the recommendation of the
Nomination and Remuneration Committee, proposed to the
Shareholders for the appointment of Mr. Vikram Jhunjhunwala
as a Director (Non-Executive & Independent) of the Company,
not liable to retire by rotation which the Shareholders of the
Company have approved in its AGM held on September 23,
2024. In the opinion of the Board Mr. Vikram Jhunjhunwala
possess the requisite expertise and experience (including
proficiency) and is a person of high integrity and repute. He
fulfills the conditions specified in the Act as well as the Rules
made thereunder and in the SEBI Listing Regulations and is
independent of the management.

In accordance with the provisions of Section 149 of the
Companies Act, 2013, Mr. Parshotam Dass Agarwal's second
term as an Independent Director of the Company ended on
September 25, 2024. Consequently, he ceased to hold the
position of Independent Director from September 25, 2024.

Re-Appointment of Managing Director

The Board of Directors in its meeting held on August 07,
2024, re-appointed Mr. Kailash Kumar Agarwal (DIN:
00063470) as a Managing Director of the Company for
further period of five (5) years, not liable to retire by rotation,
in accordance with Nomination and Remuneration Policy
and Article of Association of the Company and based on the
recommendations of Nomination & Remuneration Committee
and Audit committee, with effect from August 06, 2025, subject
to approval of the members. Thereafter, the shareholders of
the Company have approved his appointment in its AGM
held on September 23, 2024.

Retire by Rotation

In accordance with the provisions of Section 152 of the Act
and Articles of Association of the Company, Mrs. Ritu Bansal
(DIN: 03619069), Non-Executive Director of the Company,
retires by rotation at the conclusion of the forthcoming
Annual General Meeting and being eligible, offers herself
for reappointment. The Board recommends her appointment
for the consideration of the members of the Company at the
ensuing Annual General Meeting.

The disclosures required pursuant to Regulation 36(3) of the
SEBI Listing Regulations and the Secretarial Standards on
General Meeting ('SS-2') are given in the Notice of this AGM,
forming part of the Annual Report.

Key Managerial Personnel (KMP)

In compliance with provisions of Section 203 of the Act,
following are the KMPs of the Company as on March 31,2025:

Declaration by Independent directors under section
149(7)

In terms of Section 149 of the Act and SEBI Listing
Regulations, Mr. Vikram Sumatilal Sheth, Mr. Siddharth
Agrawal and Mr. Vikram Jhunjhunwala are the Independent
Directors of the Company as on the date of this report. All
Independent Directors of the Company have given requisite
declarations under Section 149(7) of the Act, that they meet
the criteria of independence as laid down under Section
149(6) of the Act alongwith Rules framed thereunder and
SEBI Listing Regulations and have complied with the Code
of Conduct and Ethics of the Company as applicable to the
Board of Directors and Senior Management.

In terms of Regulation 25(8) of the SEBI Listing Regulations,
the Independent Directors have confirmed that they are not
aware of any circumstance or situation, which exists or may
be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent
judgement and without any external influence.

In terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, Independent Directors of the Company have
confirmed that they have registered themselves with the
databank maintained by the Indian Institute of Corporate
Affairs, Manesar (‘IICA’). The Independent Directors are also
required to undertake online proficiency self-assessment test
conducted by the IICA within a period of 2 (Two) years from
the date of inclusion of their names in the data bank, unless
they meet the criteria specified for exemption.

Mr. Vikram Sumatilal Sheth, Independent Director of the
Company has confirmed and declared that he has passed
the online proficiency self-assessment test as conducted
by IICA.

Mr. Siddharth Agrawal, Independent Director of the Company
meet the criteria specified for exemption and he is not
required to undergo the online proficiency self-assessment
test as conducted by IICA.

Mr. Vikram Jhunjhunwala, Independent Director of the
Company has confirmed and declared that he will pass the
online proficiency self-assessment test as conducted by
IICA within the stipulated time.

In the opinion of the Board, the Independent Directors
possess the requisite expertise and experience (including
proficiency) and are persons of high integrity and repute.
They fulfill the conditions specified in the Act as well as the
Rules made thereunder and SEBI Listing Regulations and
are independent of the management.

The terms and conditions of appointment of Independent
Directors are as per Schedule IV of the Act.

MEETINGS OF THE BOARD AND COMMITTEES OF
THE BOARD

The Board met five (5) times during the year under review.
The intervening gap between the meetings was within
the period prescribed under the Act and the SEBI Listing
Regulations. The Committees of the Board usually meet on
the day of the Board meeting, or whenever the need arises
for transacting business. Details of composition of the Board
and its Committees as well as details of Board and Committee
meetings held during the year under review and Directors
attending the same are given in the Corporate Governance
Report forming integral part of the Annual Report.

POLICY ON APPOINTMENT AND REMUNERATION
OF DIRECTORS, KEY MANAGERIAL PERSONNEL
AND EMPLOYEES

The Nomination and Remuneration Committee (‘NRC’)
engages with the Board to evaluate the appropriate
characteristics, skills and experience for the Board as a
whole as well as for its individual members with the objective
of having a Board with diverse backgrounds and experience
in business, finance and governance. The NRC, basis such
evaluation, determines the role and capabilities required for
appointment of Director. Thereafter, the NRC recommends to
the Board the selection of new Directors.

Based on the recommendations of the NRC, the Board
has formulated the Nomination & Remuneration Policy
(‘NRC Policy') on Director's appointment and remuneration
which includes the criteria for determining qualifications,
positive attributes, independence of a director and process
of appointment and removal as well as components of
remuneration of Director(s), Key Managerial Personnel
(‘KMP’) and Senior Management of the Company and other
matters as provided under Section 178(3) of the Act.

The salient features of the Policy are:

• It acts as a guideline for matters relating to appointment
and re-appointment of directors;

• It contains guidelines for determining qualifications,
positive attributes and independence for appointment
of a director(s) of the Company;

• It lays down the parameters based on which payment of
remuneration (including sitting fees and remuneration)
should be made to Independent Directors and Non¬
Executive Directors.

• It lays down the parameters based on which remuneration
(including fixed salary, benefits and perquisites, bonus/
performance linked incentive, commission, retirement
benefits) should be given to Whole-time Directors,
KMPs and rest of the employees.

During the year under review, there were no substantive
changes in the Policy. The same is available on the Company's
website at https://www.hpthreads.com/pdf/nomination-and-
remuneration-policy-fed25.pdf.

PERFORMANCE EVALUATION AND ITS CRITERIA

In terms of the provisions of the Section 178(2) of the Act and
SEBI Listing Regulations, the Board has adopted a formal
mechanism for evaluating its performance as well as that of its
Committees and individual directors, including the Chairman
of the Board. A structured questionnaire was prepared and
circulated to the Directors for each of the evaluation.

Performance of the Board was evaluated by each Director
on the parameters such as Structure and Composition of
Board, Meetings of the Board, Functions of the Board, Board
& Management etc.

Board Committees were evaluated on the parameters such
as Mandate and Composition of Committee, Effectiveness
of the Committee, Structure of the Committee and meetings,
Independence of the Committee from the Board, Contribution
to decisions of the Board etc.

Performance of the Chairman was evaluated by all other
Directors (except the Director himself) on the parameters
such as Knowledge and Competency, Fulfilment of Functions,
Ability to function as a team, Initiative, Availability and
attendance, Commitment, Contribution, Integrity, Impartiality,
Commitment, Ability to keep shareholders' interests in
mind etc.

Directors were also evaluated individually by all other Directors
(except the Director himself) on the parameters such as
Knowledge and Competency, Fulfilment of Functions, Ability
to function as a team, Initiative, Availability and attendance,
Commitment, Contribution, Integrity etc.

Meeting of Independent Directors without the attendance
of Non-Independent Directors, and members of the
management of the Company was held on March 17, 2025.
The Independent Directors, inter-alia, evaluated performance
of Non-Independent Directors, the Chairman of the Company
and the Board as a whole for FY 2024-25. They also assessed
the quality, content and timeliness of flow of information
between the Management and the Board that is necessary
for the Board to effectively and reasonably perform its duties.

Outcome of the evaluation was submitted to the Chairman of
the Company. The Directors discussed and expressed their
satisfaction with the entire evaluation process.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Section 135
of the Act and rules made thereunder, regarding Corporate
Social Responsibility(‘CSR') are not attracted to the Company
as the Company does not fall under the threshold limit of net
worth of ' 500 crore or turnover of ' 1,000 crores or a net
profit of ' 5 Crore during the financial year 2024-25.

However, the Company already has a CSR Committee and
CSR Policy in place, and there were no changes to the CSR
Policy during the year under review. The policy is available
on the Company's website at https://hpthreads.com/pdf/
Corporate%20Social%20Responsibilitv%20Policv.pdf.

INTERNAL FINANCIAL CONTROLS

A well-established, independent, multi-disciplinary Internal
Audit team operates in line with governance best practices.
It reviews and reports to management and the Audit
Committee about compliance with internal controls and the
efficiency and effectiveness of operations as well as the key
process risks.

The Company has in place adequate internal financial
controls with reference to Financial Statements and such
controls were operating effectively as at March 31, 2025.
These controls have been designed to provide a reasonable
assurance with regard to maintaining of proper accounting
controls for ensuring reliability of financial reporting,
monitoring of operations. During the year, such controls
were tested and no reportable weaknesses in the design or
operations were observed.

WEBLINK OF ANNUAL RETURN

Pursuant to Sub-section 3(a) of section 134 and Sub¬
section (3) of section 92 of the Act, read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 a
copy of the Annual Return in Form MGT-7 is available on the
website at https://hpthreads.com/shareholder-meetings.php.

PARTICULARS OF REMUNERATION TO EMPLOYEES
AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed herewith as
Annexure - I forming integral part of this report.

Statement containing particulars of top 10 employees and
particulars of employees as required under Section 197
(12) of the Act read with Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is provided as a separate Annexure forming part
of this report. In terms of proviso to Section 136(1) of the Act,
the Report and Accounts are being sent to the Shareholders,
excluding the aforesaid Annexure. The said Statement is also
open for inspection. Any member interested in obtaining a
copy of the same may write to the Company Secretary. The
Managing Director and the Executive Director, listed in the
said Annexure, are related to each other. However, none of
the employee drawing remuneration in excess of the limits
set out in the Rule 5(2)(i), Rule 5(2)(ii) and Rule 5(2)(iii) of
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 during the year under review.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of investments made under the provisions of
Section 186 of the Act have been disclosed in Note No. 4 to
the Financial Statements forming integral part of the Annual
Report. Further, no loans or guarantees were extended in the
financial year 2024-25 under the provisions of Section 186
of the Act.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the
Company during the financial year with related parties were
in compliance with all the applicable provisions of the Act
and SEBI Listing Regulations in respect of such transactions.
Requisite approval of the Audit Committee and the Board
(wherever required) was obtained by the Company for
all Related Party Transactions. Prior omnibus approval
of the Audit Committee and the Board is obtained for the
transactions which are foreseeable and of a repetitive nature.
Further, your Company has not entered into any arrangement
/ transaction with related parties which could be considered
material in accordance with the SEBI Listing Regulations

and the provisions of the Act and accordingly, there are no
transactions under sub-section (1) of section 188 of the Act
that are required to be reported in Form AOC-2, hence the
said form does not form part of this report. However, names
of Related Parties and details of transactions with them
have been included in Notes to the financial statements
provided in the Company's financial statements under
Indian Accounting Standards 18. The Policy on Related
Party Transactions as approved by the Board of Directors
is available on the Company's website at https://www.
hpthreadR.com/pdf/Policy%20on%20Related%20Party%20
Transactions 03.02.2025.pdf.

AUDITORS AND AUDITOR’S REPORT
Statutory Auditor

M/s D. Kothary & Co., Chartered Accountants (FRN:
105335W) were appointed as the Statutory Auditors of
the Company to hold office for a term of 5 years from the
conclusion of the 42^nd Annual General Meeting (AGM) held
on 28^th September, 2023 until the conclusion of the 47^th AGM
of the Company.

As required under the provisions of Section 139(1) and
141 of the Act, read with the Companies (Accounts and
Auditors) Rules, 2014, the Company has received a written
consent and certificate from M/s D. Kothary & Co., Chartered
Accountants (FRN: 105335W) to the effect that they are
eligible to be appointed as Statutory Auditor of the Company.

The Auditor's Report read together with Annexure referred
to in the Auditors' Report do not contain any qualification,
reservation, adverse remark or disclaimers.

Cost Auditors

In terms of Section 148 of the Act, the Company is required
to maintain cost records of the Company. Cost records are
prepared and maintained by the Company as required under
Section 148(1) of the Act.

However, in accordance with the provisions with the Rule
4(3) of the Companies (Cost Records and Audit) Rules, 2014
as amended thereto, the requirement for Cost Audit under
the Rules shall not apply to a Company whose revenue from
export, in foreign exchange, exceeds 75% of its total revenue
or which is operating from a SEZ or which is engaged in
generation of electricity for captive consumption through
Captive Generating PIant.

Your company's turnover is above ' 100 crore during the
year under review but more than 75% of the Company's
turnover is earned from exports in foreign exchange by the
Company. Therefore, the Company is exempted from the
said requirement of cost audit.

Therefore, the Company has not appointed any Cost Auditor
for auditing the cost records of the Company.

Secretarial Auditor

Mr. Tarun Jain (Membership No. F4645; CoP No. 4317)
Proprietor of M/s. Tarun Jain & Associates, Company
Secretaries, were appointed as Secretarial Auditors of the
Company by the Board of Directors of the Company in its
meeting held on August 07, 2024 for the FY 2024-25.

The Secretarial Audit Report for the financial year ended
March 31, 2025 received from Mr. Tarun Jain, Proprietor
of M/s Tarun Jain & Associates, Company Secretaries,
Secretarial Auditors of the Company is annexed herewith as
Annexure - II forming integral part of this report.

The said report is self-explanatory and does not contain any
qualification, reservation, adverse remark or disclaimers.

SECRETARIAL AUDIT OF MATERIAL UNLISTED
INDIAN SUBSIDIARY

There is no Material Unlisted Indian Subsidiary of the Company
as on March 31, 2025 and as such the requirement under
Regulation 24A of the SEBI Listing Regulations regarding the
Secretarial Audit of Material Unlisted Indian Subsidiary is not
applicable to the Company for the FY 2024-25.

SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES

Your Company has only one wholly owned subsidiary
Company with a name “HP MMF TEXTILES LIMITED” and
it has not commenced its operations yet. Further, there are
no Associates and Joint Ventures during the financial year
2024-25.

The Company has, in accordance with Section 129(3) of
the Act prepared Consolidated Financial Statements of the
Company and its subsidiary which form part of the Annual
Report. Further, the report on the performance and financial
position of the subsidiary company of your Company is
presented in Form AOC-1 is annexed herewith as Annexure
- III forming integral part of this report.

INVESTMENTS IN SUBSIDIARIES

During the financial year under review, the Company had
infused capital in its subsidiary. Further, details of investment
in the subsidiary are stated in the Notes to the Financial
Statements forming part of this Annual Report.

MATERIAL CHANGES AFFECTING THE FINANCIAL
POSITION THE COMPANY

Except as disclosed elsewhere in the Annual Report, there
have been no material changes and commitments which can
affect the financial position of the Company between the end
of the financial year and the date of report.

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information required under Section 134(3)(m) of the Act,
read with the Companies (Accounts) Rules, 2014 is provided
as follows and forms part of this report.

A) Conservation of Energy:

i. Steps taken or impact on conservation of energy:

• Streamlined production processes to reduce

energy waste and enhance resource utilization.

• Conducted employee education and

training programs focused on energy
conservation practices.

• Established regular maintenance schedules

for machinery and equipment to maintain
optimal performance and efficiency.

• Replaced outdated equipment and

appliances with energy-efficient models.

• Minimized idle operation of equipment

such as air conditioners, lights, and fans to
conserve energy.

ii. Steps taken by the Company for utilizing alternate
sources of energy:

• Biomass consumption at our
manufacturing facility

• Utilization of Biomass as fuel in boiler

iii. Capital investment on energy conservation
equipment: The Company has not incurred
major capital investment on energy conservation
equipment's but focused on optimum utilization of
available resources.

B) Technology Absorption:

i. Efforts made towards technology absorption:

The Company is equipped with cutting-edge
technology for evaluating the quality of raw
materials and employs precision control systems
throughout each stage of the thread and yarn

manufacturing process, ensuring superior product
quality and improved efficiency.

ii. Benefits derived from technology absorption:

The adoption of technology leads to various benefits
such as improved productivity, lower operational
costs, greater innovation, and advancement in
product development.

iii. Information regarding imported technology (Imported during last three years reckoned from the beginning of
the financial year):

iv. Expenditure incurred on Research and
Development: None

C) Foreign Exchange Earning and Out-Go:

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors hereby confirm:

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

b) t hat they have selected such accounting policies as
mentioned in the Notes to the financial statements have
been applied consistently and judgments and estimates
that are reasonable and prudent have been made 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 of the Company for that period;

c) that proper and sufficient care has been taken 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;

d) that the annual accounts have been prepared on a
going concern basis;

e) that proper internal financial controls were followed by
the Company and that such internal financial controls
are adequate and were operating effectively; and

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

RISK MANAGEMENT

Risk mitigation continues to be a key area of concern for
the Company, which has regularly invested in insuring
itself against unforeseen risks. The Company's stocks and
insurable assets like building, plant & machinery, computer
equipment, office equipment, furniture & fixtures, lease hold
improvements and upcoming projects have been adequately
insured against major risks.

The Board of Directors of the Company has also formulated
Risk Management Policy in accordance with the Act. The
aim of risk management policy is to maximize opportunities
in all activities and to minimize adversity. The policy includes
identifying types of risks and its assessment, risk handling,
monitoring and reporting, which in the opinion of the Board
may threaten the existence of the Company.

VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and
a whistle blower policy in accordance with the provisions
of the Act and the SEBI Listing Regulations, with a view to
provide its directors and employees an avenue to report
genuine concerns of unethical behavior, actual or suspected
fraud or violation of the codes of conduct and to provide
adequate safeguard for protection from any victimization.

Accordingly, the Company has established a Compliance
Task Force to evaluate and investigate the actual or suspected
fraud or violation of the of applicable laws and regulations
and the Code of Conduct and Ethics. The Compliance Task
Force operates under the supervision of the Audit Committee.

Employees are required to report actual or suspected
violations of applicable laws and regulations and the Code
of Conduct and Ethics. Such genuine concerns disclosed
as per Policy are called “Protected Disclosures” and can be
raised by a Whistle-blower through an e-mail or a letter to the
Chairman of Compliance Task Force or to the Chairman of
the Audit Committee.

The Whistle Blower Policy may be accessed on the Company's
website at https://hpthreads.com/pdf/Whistle%20Blower%20
Policv.pdf.

This Policy inter-alia provides a direct access to the Chairman
of the Audit Committee and affirms that no Director/employee
have been denied access to the Chairman of the Audit
Committee and that no complaints were received during
the year.

PREVENTION OF SEXUAL HARASSMENT

The Company has adopted a policy on sexual harassment
at workplace in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (“POSH Act”). All the employees
(permanent, contractual, temporary, trainees) are covered
under this policy.

Details of complaints under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 for the FY 2024-25 are as follows:

(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

The Company has complied with the provisions relating to
the constitution of Internal Complaints Committee under
the POSH Act to redress complaints received regarding

sexual harassment. The Internal Complaints Committee
was reconstituted by the Board of Directors of the Company
during the year under review.

CORPORATE GOVERNANCE

A separate report on Corporate Governance pursuant to
Regulation 34(3) of the SEBI Listing Regulations, read with
Part C of Schedule V thereof, along with a certificate from
M/s M Siroya and Company, Practicing Company Secretaries
regarding compliance of the conditions of Corporate
Governance forms an integral part of the Annual Report.

CEO and CFO Certification

The Chairman and Managing Director (CMD) and the
Chief Financial Officer (CFO) of the Company give annual
certification on financial reporting and internal controls to
the Board in terms of Regulation 17(8) of the SEBI Listing
Regulations, copy of which forms part of the Corporate
Governance Report.

Declaration on Code of Conduct and Ethics

All the Boards Members and the Senior Management have
confirmed compliance with the Code for the Financial Year
ended March 31, 2025. The declaration to this effect signed
by Chief Executive Officer (CEO), forms part of the Corporate
Governance Report.

OTHER STATUTORY DISCLOSURES

During the year under review:

1. No significant and material orders were passed by the
Regulators/ Courts/ Tribunals which impact the going
concern status and Company's operations in future.

2. No equity shares were issued with differential rights as
to dividend, voting or otherwise.

3. No sweat equity shares were issued.

4. The Company has not issued any shares pursuant to the
Employee Stock Options Scheme.

5. The Company has not issued any Bonus Shares.

6. The Company does not have any scheme of provision of
money for the purchase of its own shares by employees
or by trustees for the benefit of employees.

7. No deposits have been accepted by the Company from
the public. The Company had no outstanding, unpaid or
unclaimed public deposits at the beginning and end of
FY 2024-25.

8. Neither the Managing Director nor the Whole-time
Directors of the Company receive any remuneration or
commission from any of its subsidiaries as on March
31,2025.

9. No Change in nature of Business of Company.

10. No fraud has been reported by the Statutory Auditors
and Secretarial Auditors to the Audit Committee or
the Board.

11. No Corporate Insolvency Resolution Process initiated
under the Insolvency and Bankruptcy Code, 2016.

12. No instance of onetime settlement with any Bank or
Financial Institution.

13. There was no revision of financial statements and
Board's Report of the Company.

14. The Company has complied with the provisions of the
Maternity Benefit Act, 1961 and rules made thereunder.

The Company has complied with the applicable Secretarial

Standards on Meetings of the Board of Directors (SS-1)

and on General Meetings (SS-2) issued by the Institute of

Company Secretaries of India.

CAUTIONARY STATEMENT

Certain statements in the Directors' Report describing the

Company's objectives, projections, estimates, expectations

or predictions may be forward-looking statements within
the meaning of applicable securities laws and regulations.
Actual results could differ from those expressed or
implied. Important factors that could make a difference to
the Company's operations include labour and material
availability, and prices, cyclical demand and pricing in
the Company's principal markets, changes in government
regulations, tax regimes, economic development within India
and other incidental factors.

ACKNOWLEDGEMENTS

We thank our customers, vendors, dealers, investors,
business associates and bankers for their continued support
during the year. We place on record our appreciation of the
contribution made by employees at all levels. Our resilience
to meet challenges was made possible by their hard work,
solidarity, co-operation and support.

We thank the Government of India, the State Governments
and other regulatory authorities and government agencies
for their support and look forward to their continued support
in the future.

For and on behalf of the Board

Kailash Kumar Agarwal

Chairman and Managing Director
DIN:00063470

New Delhi
August 08, 2025