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

BSE: 514378ISIN: INE564C01013INDUSTRY: Textiles - General

BSE   ` 15.39   Open: 13.81   Today's Range 13.81
15.74
+0.62 (+ 4.03 %) Prev Close: 14.77 52 Week Range 13.00
44.80
Year End :2025-03 

Your Directors hereby present the 79th Board's Report on the Business and Operations of the Company
together with the Audited Financial Statements along with the Auditor's Report for the Financial Year ended
on 31st March, 2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31st March, 2025 is summarized
as below:

Particulars

Standalone

Consolidated

2024-25

2023-24

2024-25

2023-24

Revenue from operations

4961.41

247.62

5415.97

390.32

Other Income

0.01

3.91

13.90

108.58

Total Revenue

4961.42

251.53

5429.87

498.89

Total Expenses

4818.68

243.45

5322.20

358.89

Profit / Loss before Exceptional
and Extra Ordinary Items and
Tax Expenses

142.74

8.08

107.67

140.00

Less: Exceptional and Extra Ordinary
Items

0.00

0.00

0.00

0.00

Profit / Loss before Tax Expenses

142.74

8.08

107.67

140.00

Less: Current Tax

4.70

0.00

4.70

0.00

Deferred Tax

0.89

0.00

0.89

0.00

Profit / Loss for the Period

137.15

8.08

102.08

140.00

Earnings Per Share (EPS)

Basis

1.08

0.17

(0.878)

1.573

Diluted

1.08

0.17

(0.878)

1.549

2. OPERATIONS:

• Standalone:

The total revenue for Financial Year 2024-25 is Rs. 4961.42 Lakhs as compared to total revenue
from operations of Rs. 251.53 Lakhs for previous Financial Year. The Company has incurred Profit
before tax for the Financial Year 2024-25 of Rs. 142.74 as compared to Profit before tax of Rs. 8.08
Lakhs for previous Financial Year. The Net Profit after tax for the Financial Year 2024-25 is Rs.
137.15 as compared to Net Profit after tax Rs. 8.08 Lakhs as compared for previous Financial Year.
The Directors are continuously looking for the new avenues for future growth of the Company and
expect more growth in the future period.

• Consolidated:

The total revenue for Financial Year 2024-25 is Rs. 5429.87 Lakhs as compared to total revenue
from operations of Rs. 498.89 Lakhs for previous Financial Year. The Company has incurred Profit
before tax for the Financial Year 2024-25 of Rs. 107.67 Lakhs as compared to Profit before tax of Rs.
140.00 Lakhs for previous Financial Year. The Net Loss after tax for the Financial Year 2024-25 is
Rs. 102.08 Lakhs as compared to Net Profit after tax of Rs. 140.00 Lakhs for previous Financial Year.
The Directors are continuously looking for the new avenues for future growth of the Company and
expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business during the year under review.

4. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return as on March 31, 2025 is available on the
Company's website at
www.yarnsyndicate.in.

5. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:

The Authorised Equity Share Capital of the Company is Rs. 22,00,00,000/- (Rupees Twenty-Two
Crores Only) divided into 2,20,00,000 (Two Crores and Twenty Lakhs) Equity Shares of Rs. 10/-
(Rupees Ten Only).

During the year there is no change in the Authorised Equity Share Capital of the Company.

B. PAID-UP SHARE CAPITAL:

The fully paid-up Equity share capital of the Company as on 31st March, 2025 is Rs. 3,75,00,000/-
(Rupees Three Crores Seventy-Five Lakhs Only) divided into 37,50,000 (Thirty-Seven Lakhs and Fifty
Thousand) equity shares of Rs. 10/- (Rupees Ten Only).

The partly paid-up Equity share capital of the Company as on 31st March, 2025 is Rs. 9,00,00,000/-
(Rupees Nine Crores Only) divided into 1,80,00,000 (One Crore and Eighty Lakhs) equity shares of Rs.
5/- (Rupees Five Only).

The Total paid-up Equity share capital of the Company as on 31st March, 2025 is Rs. 12,75,00,000/-
(Rupees Twelve Crores Seventy-Five Lakhs Only)

6. DIVIDEND:

In view of losses, your directors do not recommend any dividend for the Financial Year 2024-25 (Previous
year - Nil).

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed
for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF").
During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account"
lying for a period of seven years from the date of transfer of such unpaid dividend to the said account.
Therefore, there were no funds which were required to be transferred to Investor Education and Protection
Fund.

8. TRANSFER TO RESERVES:

The profit of the Company for the Financial Year ending on 31st March, 2025 is transferred to profit and loss
account of the Company under Reserves and Surplus.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE
FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

Change in Registered Office of the Comnanv:

Company has changed its Registered Address from one state to another state outside the jurisdiction of the
existing ROC. Registered Address of the Company is changed from 86/2/4, S N Banerjee Road, 1st Floor, Flat
No. 2, Na, Kolkata, West Bengal, India, 700014 to Shop No. 128, Supermall-2, GH-0 Circle, Infocity, Gandhi
Nagar, Gujarat, 382007, w.e.f. 24th May, 2024.

The Board of Directors of the Company, at its meeting held on Friday, 6th September, 2024, considered and

approved the changed of the Company's registered Office from m Shop No 128, Supemall-2 GH-0 Circle
Infocity, Sector 7, Gandhinagar, Gujarat, India, 382007 to 13, S. No - 10, Devraj Estate, Nr. Balaji Petrol Pump,
Pirana Road, Piplaj, Ahmedabad, Gujarat, India, 382405 i.e. within the local limits of city, w.e.f. 6th
September, 2024.

Change in Status of Subsidiary Company

During the year under review, M/s. Stitched Textiles Limited raised funds through a Rights Issue on 8th
June, 2024. Pursuant to the said issue, the shareholding of M/s. Yarn Syndicate Limited in M/s. Stitched
Textiles Limited was reduced from 50.82% to 49.82%. Consequently, with effect from 8th June, 2024, M/s.
Stitched Textiles Limited has ceased to be a subsidiary of the Company and has become an Associate
Company.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There is no significant material orders passed by the Regulators or Courts or Tribunal, which would impact
the going concern status of the Company and its future operation.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two
meetings not exceeding 120 days to take a view of the Company's policies and strategies apart from the
Board Matters.

During the year under the review, the Board of Directors met 9 (Nine) times viz. 30th May, 2024, 18th July,
2024, 14th August, 2024, 06th September, 2024, 13th November, 2024, 09th December, 2024, 12th December,
2024, 14th February, 2025 and 11th March, 2025.

12. DIRECTORS RESPONSIBILITYSTATEMENT:

In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, to
the best of their knowledge and belief the Board of Directors hereby submit that:

a In the preparation of the Annual Accounts, for the year ended on 31st March, 2025 the applicable
accounting standards read with requirements set out under Schedule III to the Act, have been followed
and there are no material departure from the same;

b. The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of financial year and of the profit of the Company for the financial
year ended on 31st March, 2025.

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the Annual Accounts on a going concern basis;

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

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

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company
does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social
Responsibility.

14. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE:

i. Auditors' Report:

The observations of the Statutory Auditor, when read together with the relevant notes to the accounts and
accounting policies are self-explanatory and do not call for any further comment.

ii. Secretarial Auditor's Report:

The report of the Secretarial auditor has not made any adverse remark in their Audit Report except:
a) The Company's Status is reflected as 'SDD Non-compliant' on the BSE Portal.

Reply: The Company has duly provided records demonstrating its compliance with the SDD requirements.
Furthermore, the Company is in communication with the Exchange to resolve the said technical matter, and
necessary steps are being taken to rectify the status at the earliest

15. PARTICULARS OF LOANS, GUARANTEES, SECURITIES COVERED OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013:

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of
the Companies Act, 2013 are provided in the financial statement.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All the transactions to be entered by the Company with related parties will be in the ordinary course of
business and on an arm's length basis. Further, particulars of contracts or arrangements with related
parties referred to in Section 188(1) of the Companies Act, 2013 read with rule 8(2) of the Companies
(Accounts) Rules, 2014, in Form No. AOC-2 is enclosed herewith as
Annexure 1.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this
Report, and provides the Company's current working and future outlook as per
Annexure - 2.

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement across
the organization. The same is subject to review periodically by the internal audit cell for its effectiveness.
During the financial year, such controls were tested and no reportable material weaknesses in the design
or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal
Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion
forms part of the Independent Auditor's report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and
financial reporting risks. The internal financial controls have been documented, digitized and embedded in
the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews,
control self-assessment, continuous monitoring by functional experts. We believe that these systems
provide reasonable assurance that our internal financial controls are designed effectively and are operating
as intended.

During the year, no reportable material weakness was observed.

19. RESERVES & SURPLUS:

Sr. No.

Particulars

Amount

1.

Opening Balance of Retained Earnings

(846.53)

2.

Opening Balance of Securities Premium

1,946.33

3.

Current Year's Profit / (Loss)

137.15

Total

1236.95

20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK
MANAGEMENT POLICY OF THE COMPANY:

The Company has framed formal Risk Management framework for risk assessment and risk minimization
for Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations
and effective management control. The Audit Committee also reviews the adequacy of the risk management
frame work of the Company, the key risks associated with the business and measures and steps in place to
minimize the same.

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

The details of conservation of energy, technology absorption etc. as required to be given under section
134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the
Company has not taken any major step to conserve the energy etc.

There were no foreign exchange earnings or outgo during the year under review.

Sr. No.

Foreign exchange earnings and outgo

F.Y. 2024-25

F.Y. 2023-24

1.

Foreign exchange earnings

Nil

Nil

2.

CIF value of imports

Nil

Nil

3.

Expenditure in foreign currency

Nil

Nil

4.

Value of Imported and indigenous Raw Materials, Spare-
parts and Components Consumption

Nil

Nil

22. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on
a periodical basis. The remuneration policy is in consonance with the existing industry practice and is
designed to create a high-performance culture. It enables the Company to attract, retain and motivate
employees to achieve results. The Company has made adequate disclosures to the members on the
remuneration paid to Directors from time to time. The Company's Policy on director's appointment and
remuneration including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under Section 178(3) of the Act is available on the website of the
Company at
www.varnsvndicate.in.

23. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT
VENTURES:

As on 31st March, 2025, Company has one Associate Company i.e. M/s. Stitched Textiles Limited.

During the year under review, M/s. Stitched Textiles Limited raised funds through a Rights Issue on 8th
June, 2024. Pursuant to the said issue, the shareholding of M/s. Yarn Syndicate Limited in M/s. Stitched
Textiles Limited was reduced from 50.82% to 49.82%. Consequently, with effect from 8th June, 2024, M/s.
Stitched Textiles Limited has ceased to be a subsidiary of the Company and has become an Associate
Company. Details of Associate Company in Form No. AOC-1 is enclosed herewith as
Annexure 3.

24. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued
by the Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure
compliance with its provisions and is in compliance with the same.

25. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit
Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the
Company by its officers or employees, the details of which would need to be mentioned in the Board's
Report.

26. STATE OF COMPANY'S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2)(e)
of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up
and explanation about the performance of the Company.

27. STATEMENT ON ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors,
pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of
Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate
governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities
and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of
the Nomination and Remuneration Committee had one-on-one meetings with each Executive and Non¬
Executive, Non-Independent Directors. These meetings were intended to obtain Directors' inputs on
effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as
a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive
Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and
the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination
and Remuneration Committee, the performance of the Board, its committees, and individual directors was
discussed.

The evaluation process endorsed the Board Members' confidence in the ethical standards of the Company,
the resilience of the Board and the Management in navigating the Company during challenging times,
cohesiveness amongst the Board Members, constructive relationship between the Board and the
Management, and the openness of the Management in sharing strategic information to enable Board
Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees
and individual directors as per the formal mechanism for such evaluation adopted by the Board. The
performance evaluation of all the Directors was carried out by the Nomination and Remuneration
Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was
carried out by the Independent Directors. The exercise of performance evaluation was carried out through
a structured evaluation process covering various aspects of the Board functioning such as composition of
the Board & committees, experience & competencies, performance of specific duties & obligations,
contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the
Directors individually as well as evaluation of the working of the Board by way of individual feedback from
directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

28. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors
and employees to report concerns about unethical behavior, actual or suspected fraud or
violation of Company's Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

The Company has framed "Business Conduct Policy". Every employee is required to review and
sign the policy at the time of joining and an undertaking shall be given for adherence to the policy.
The objective of the policy is to conduct the business in an honest, transparent and in an ethical
manner. The policy provides for anti-bribery and avoidance of other corruption practices by the
employees of the Company.

29. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has
received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2024-25.

30. LOAN FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party
transactions which may have potential conflict with the interest of the Company at large. Suitable
disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

31. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No.

Name

Designation

DIN

1.

Mr. Ravi Pandya

Managing Director

09509086

2.

Mr. Nandish Jani2

Non-Executive and Independent Director

09565657

3.

Ms. Nidhi Bansal

Non-Executive and Independent Director

09693120

4.

Mr. Rahul Modi4

Non-Executive and Independent Director

09483841

5.

Mr. Tarachand Agrawal5

Non-Executive and Non-Independent Director

00465635

6.

Mr. Mithleshkumar Agrawal6

Non-Executive and Non-Independent Director

03468643

7.

Mr. Chetan Kumar Ojha1

Non-Executive Director

09706197

8.

Ms. Shwetambery Khurana7

Company Secretary

BFXPK9276D

9.

Ms. Priya Singh3

Company Secretary

DIIPS1746G

10.

Mr. Dharmesh Tripathi

Chief Financial Officer

AEBPT6631H

1 Mr. Chetankumar Ojha had given resignation from the post of Non-Executive Director w.ef. 15th February, 2025.

2 Mr. Nandish Jani had given resignation from the post of Non-Executive and Independent Director w.ef. 20th February, 2025.

3 Ms. Priya Singh has resigned from the post of the Company w.e.f. 1st May, 2024.

4 Mr. Rahul Modi Was appointed as a Non-Executive and Independent Director w.e.f. 14th February, 2025.

5 Mr. Tarachand Agrawal was appointed as a Non-Executive Director w.ef 14th February, 2025.

6 Mr. Mithleshkumar Agrawal was appointed as Non-Executive Director of the Company w.ef 11th March, 2025.

7 Ms. Shwetambery Khurana was appointed as Company Secretary of the Company w.e.f. 18th July, 2024.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of
the Company during the Financial Year 2024-25 and till the date of Board's Report.

As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

32. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Rahul Modi and Ms. Nidhi Bansal, Independent Directors of the Company have confirmed to the Board
that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013
and they qualify to be Independent Director. They have also confirmed that they meet the requirements of
Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015. The confirmations were noted by the Board.

33. CORPORATE GOVERNANCE:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Report on Corporate Governance, and a certificate regarding compliance
with the conditions of Corporate Governance are appended to the Annual Report as
Annexure - 4.

34. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits
during the financial year. Hence, the Company has not defaulted in repayment of deposits or payment of
interest during the financial year.

35. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried
the evaluation of its own performance, performance of Individual Directors, Board Committees, including
the Chairman of the Board on the basis of attendance, contribution towards development of the Business
and various other criteria as recommended by the Nomination and Remuneration Committee of the
Company. The evaluation of the working of the Board, its committees, experience and expertise,
performance of specific duties and obligations etc. were carried out. The Directors expressed their
satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors, the performances of Executive and Non -Executive
Directors were evaluated in terms of their contribution towards the growth and development of the
Company. The achievements of the targeted goals and the achievements of the expansion plans were too
observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

36. AUDITORS:

A. Statutory Auditor:

During the financial year, M/s. S. P. Sarda & Co., Chartered Accountants (Firm Registration No.
323054E), the Statutory Auditors of the Company, resigned from their position with effect from 14th
November, 2024. o fill the resultant casual vacancy, the Board appointed M/s. Aniket Goyal &
Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 022331C), as the Statutory
Auditors of the Company on 9th December, 2024.

Subsequently, M/s. Aniket Goyal & Associates resigned due to exceeding the limits prescribed under
Section 141(3)(g) of the Companies Act, 2013. To fill the casual vacancy caused by their resignation,
the Company appointed M/s. SSRV & Associates, Chartered Accountants, Mumbai (Firm Registration
No. 135901W), as the Statutory Auditors of the Company

The Auditor's report for the Financial Year ended 31st March, 2025 has been issued with an
unmodified opinion, by the Statutory Auditor.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed
Mr. Jay Pandya, Proprietor of M/s. Jay Pandya & Associates, Company Secretaries, as a Secretarial
Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure - 5
in Form MR-3.

C. Internal Auditor:

The Board of directors has appointed M/s. Umesh Khese & Co., Chartered Accountants, as the
internal auditor of the Company. The Internal Auditor conducts the internal audit of the functions
and operations of the Company and reports to the Audit Committee and Board from time to time.

37. DISCLOSURES:

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, was
held on 30th May, 2024, 14th August, 2024, 13th November, 2024, 9th December, 2024, 12th December,
2024, and 14th February, 2025 the attendance records of the members of the Committee are as follows:

Name

Status

No. of the Committee
Meetings entitled

No. of the Committee
Meetings attended

Ms. Nidhi Bansal

Chairperson

6

6

Mr. Ravi Pandya

Member

6

6

Mr. Rahul Modi1

Member

NA

NA

Mr. Nandish Jani2

Member

6

6

1 Mr. Rahul Modi had been appointed as member of Member of the Audit Committee w.ef. 14th February, 2025

2 Mr. Nandish Jani had given resignation from the post of Member of Audit Committee w.ef. 14th February, 2025.

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of the members of the Nomination and Remuneration
committee, as tabulated below, was held on 18th July, 2024, 14th February, 2025 and 11th March, 2025
and the attendance records of the members of the Committee are as follows:

Name

Status

No. of the Committee
Meetings entitled

No. of the Committee
Meetings attended

Ms. Nidhi Bansal

Chairperson

3

3

Mr. Tarachand Agrawal1

Member

1

1

Mr. Rahul Modih2

Member

1

1

Mr. Nandish Jani3

Member

2

2

Mr. Chetan Kumar Ojha3

Member

2

2

1 Mr. iarachand Agrawal had been appointed as the Member of the Nomination and Remuneration Committee w.e.f. 14th
February, 2025.

2 Mr. Rahul Modi had been appointed as the Member of the Nomination and Remuneration Committee w.e.f. 14th February, 2025.

3 Mr. Nandish Jani and Chetan Kumar Ojha had given Resignation from the post of the Member of the Nomination and
Remuneration Committee w.e.f. 14th February, 2025.

C. Composition of Stakeholders' Relationship Committee:

During the year under review, meetings of members of Stakeholders' Relationship committee as
tabulated below, was held on 6th September, 2024 and the attendance records of the members of the
Committee are as follows:

Name

Status

No. of the Committee
Meetings entitled

No. of the Committee
Meetings attended

Mr. Ravi Pandya

Member

1

1

Ms. Nidhi Bansal

Member

1

1

Mr. Tarachand Agrawal1

Chairperson

NA

NA

Mr. Chetankumar Ojha2

Chairperson

1

1

1 Mr. laracnana Agrawai naa oeen appointed as me Chairperson of me stakeholder Relationship committee w.e.f ir February,
2025.

2 Mr. ChetanKumar Ojha had given resignation from the post as Chairperson of the Stakeholder Relationship Committee w.e.f.
14th February, 2025

38. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:

The Company has always been committed to provide a safe and conducive work environment to its
employees. Your Directors further state that during the year under review there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder during
the year:

1. Number of complaints filed during the financial year - Nil

2. Number of complaints disposed of during the financial year - Nil

3. Number of complaints pending as on the end of the financial year - Nil

39. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management
continued to remain cordial during the year under review.

40. MAINTENANCE OF COST RECORDS:

According to information and explanation given to us, the Central Government has not prescribed
maintenance of cost records under section 148(1) of the Act in respect of activities carried out by the
Company.

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

During the year under review, there were no applications made or proceedings pending in the name of the
Company under the Insolvency and Bankruptcy Code 2016.

42. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING LOAN FROM THE BANKS AND
FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and
Financial Institutions.

43. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received
from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers
and other business associates who have extended their valuable sustained support and encouragement
during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for

the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward
for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of,

13 S No-10 Devraj Estate Nr Balaji, Petrol Yarn Syndicate Limited

Pump Pirana Road Piplaj, Saijpur,

Ahmedabad, Gujarat, India, 382 405

Place: Ahmedabad Sd/- Sd/-

Date: 12th August, 2025 Tarachand Agrawal Ravi Pandya

Director Managing Director

DIN:00465635 DIN: 09509086