With an immense pleasure, the Board of Directors of your Company presents the 41st Annual Report of the Company together with the AuditedFinancial Statements for the Financial Year ended March 31, 2025.
The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified undersection 133 of the Companies Act, 2013 read with Rule 7 of the (Companies Accounts) Rules, 2014.
The financial performance of the Company, for the Financial Year ended on March 31, 2025, are summarized below:
FINANCIAL RESULTS:
Standalone
Consolidated
2024-25
2023-24
Operational Income
48147.81
36194.04
-
Other Income
945.84
506.71
946.56
Total Income
49093.65
36700.75
49094.37
Profit/loss before depreciation, Finance, Costs,Exceptional items and Tax Expense
7872.62
6072.99
7870.36
Less: Depreciation
840.18
779.74
840.22
Profit/loss before Finance, Costs, Exceptional items andTax Expense
7032.44
5293.25
7030.14
Less: Finance Cost
540.32
859.73
Profit/Loss before Exceptional Items and Tax Expense
6492.12
4433.52
6489.82
Less: Exceptional Items
Profit/ (Loss) before tax
Current Tax Provision
1690.00
1131.91
Deferred Tax Provision
-7.18
5.65
-7.76
Short/ (Excess) provision of tax for earlier years
-0.38
68.62
Tax expenses
1682.44
1206.18
1681.88
Profit / (Loss) for the year
4809.68
3227.34
4807.94
During the Financial Year ended on March 31, 2025, it is noted that the Standalone total income amounted to ^ 49093.65 Lakhs, representingan increase of 33.76% compared to the total income of ^ 36700.75 Lakhs for the previous Financial Year ended on March 31, 2024.
The Standalone profit before tax for the Financial Year ended on March 31, 2025, amounted to ^ 6492.12 Lakhs, representing an increase of46.43% compared to the profit before tax of ^ 4433.52 Lakhs for the previous Financial Year ended on March 31, 2024.
The Standalone profit after tax for the Financial Year ended on March 31, 2025, amounted to ^ 4809.68 Lakhs, representing an increase of 49.02%compared to the profit after tax of ^ 3227.34 Lakhs for the previous Financial Year ended on March 31, 2024.
The Company’s Standalone Earnings Per Share (EPS) for the Financial Year 2024-2025 is ^ 54.92 as compared to the EPS of the previous FinancialYear ^ 36.85.
The Annual Audited Standalone and Consolidated Financial Statements for the Financial Year 2024-2025, forming part of this Annual Report,have been prepared in accordance with Indian Accounting Standards (Ind-AS) notified under Section 133 of the Companies Act, 2013, read withCompanies (Indian Accounting Standard) Rules, 2015 and requirements of Division II of Schedule III of Companies Act, 2013, and applicableRules (hereinafter referred to as "the Act") and in accordance with applicable regulations of Securities and Exchange Board of India (ListingObligations and Disclosures Requirement) Regulations, 2015, (hereinafter referred to as the "Listing Regulations").
Your Board does not propose to transfer any amount to any reserves of the Company for year under Review.
The Board of Directors its meeting held on Thursday, August 14, 2025 considered the interests of our shareholders and in accordance with theCompany’s established track record and practices, recommended a dividend of ^0.75 per equity share of ^1/- each for the Financial Year 2024¬2025 on the Equity Share Capital of ^ 87,58,000/- for the year ended on March 31, 2025, aggregating to ^65,68,500/- subject to the approval ofthe Members at the ensuing Annual General Meeting and subject to deduction of income tax at source.
The Unclaimed Dividend relating to the Financial Year 2017-18, is due for transfer during October 2025 to the Investor Education and ProtectionFund (IEPF) established by the Central Government.
During the year under review, and in accordance with the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit,Transfer and Refund) Rules, 2016 ("IEPF Rules"), 7,000 equity shares of ^1/- each, on which dividend had remained unclaimed for a period ofseven consecutive years since the financial year 2016-17, were transferred to the credit of the Demat account identified by the IEPF Authority.
As of March 31, 2025, a total of 26,000 equity shares of the Company stand credited to the Demat account of the IEPF Authority.
Furthermore, if the dividend is approved by the shareholders at the ensuing Annual General Meeting, it will be disbursed to those memberswhose names appear in the Register of Members as beneficial owners on the record date, which is Friday, September 5, 2025. The Registrar &Transfer Agent of the Company will furnish the Register of Members for dividend distribution.
The shareholders are requested to note that the information pertaining to the Tax Deduction at Source on dividends paid which have becometaxable in the hands of shareholders w.e.f. April 1, 2020, in pursuance to the amendment in Finance Act, 2020, has been mentioned in the notesto the Notice of this Annual General Meeting forming part of the Annual Report.
The Management Discussion and Analysis Report for the year under review as stipulated under the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 is presented in a separate section which forms part of this Annual Report as ANNEXURE- E.
The CSR policy of the Company is based on concept of giving back to the society from which it draws its resources. The Company's CSRCommittee monitors the implementation of CSR policy and ensures that the CSR activities as mentioned in policy are in line with Schedule VIIof the Act and undertaken accordingly by the Company. The CSR Policy is available on the Company's website.
The brief outline of the CSR Policy of the Company and the activities undertaken by the Company on CSR during the year under review andrelevant details are set out in ANNEXURE-F which forms part of this Board Report.
Further, the composition, number and date of meetings held, attendance of the members of the CSR Committee meetings are given separatelyin the Corporate Governance report which forms part of this Annual Report.
At the 39th Annual General Meeting held on September 29, 2023, the members approved appointment of M/s. S V J K And Associates (formerlyknown as M/s ASRV & Co.), Chartered Accountants, Ahmedabad (FRN: 135182W) as Statutory Auditors of the Company to hold office for aperiod of five consecutive years from the conclusion of 39th AGM up to the conclusion of 44th AGM to be held in the year 2027-28. There areno qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report on the financial statements of the Companyfor the Financial Year ended March 31, 2025. The notes on the Financial Statements referred to in the Auditors’ Report are self-explanatory anddo not call for any comments or explanations.
M/s. S V J K And Associates resigned from their position of Statutory Auditors vide their resignation letter dated August 14, 2025, with immediateeffect citing pre-occupation with other assignments as the reason for their resignation.
The Board of Directors of the Company in their meeting held on August 14, 2025, upon recommendation of the Audit Committee, has appointedM/s. Jain K S and Associates, Chartered Accountants, Ahmedabad (FRN: 160810W), as the Statutory Auditors in place of the resigning Auditorsof the Company for a term of 5 (Five) consecutive years commencing from the conclusion of the ensuing 41st Annual General Meeting upto theconclusion of 46th Annual General Meeting of the Company subject to the approval by shareholders in ensuing Annual General Meetingscheduled to be held on September 9, 2025.
Accordingly, an Ordinary Resolution, proposing appointment of M/s. Jain K S and Associates as the Statutory Auditors of the Company for aterm of five consecutive years pursuant to Section 139 of the Act, forms part of the Notice of the 41st AGM of the Company. The Company hasreceived a written consent and a certificate that M/s. Jain K S and Associates, Chartered Accountants, Ahmedabad (FRN: 160810W), satisfy the
criteria provided under Section 141 of the Act and that the appointment if made, shall be in accordance with the applicable provisions of theAct and the rules framed thereunder. As required under Listing Regulations, the Auditors have also confirmed that they hold a valid certificateissued by the Peer Review Board of the Institute of Chartered Accountants of India.
The Board of Directors appointed Mr. Rutil Suthar, Senior Accountant, an employee of the Company as an Internal Auditor of the Company forthe Financial Year 2024-2025 to conduct the Internal Audit of the Company. This strategic decision demonstrates our commitment to upholdingand enhancing proper and effective internal financial control.
With his expertise and experience, Mr. Rutil Suthar plays a crucial role in evaluating and improving our internal financial processes and systems.Secretarial Auditor
Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and Section 204 of the Companies Act, 2013 read withRule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directorsat their respective meetings held on May 28, 2025 have approved and recommended for approval of Members, appointment of M/s. G. R. Shah& Associates, Company Secretaries, Ahmedabad (COP No.: 14446) as Secretarial Auditor to conduct the Secretarial Audit of the Company for aterm of upto 5 (Five) consecutive years, to hold office from financial year 2025-26 till financial year 2029-30. Accordingly, a Resolution seekingMembers' approval is included at item no. 5 of the notice convening the Annual General Meeting. A detailed proposal for appointment ofSecretarial auditor forms part of the Notice convening this AGM.
The Secretarial Audit Report for the financial year ended March 31, 2025, pursuant to Section 204 of the Companies Act, 2013 and Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 is annexed herewith as ANNEXURE- G. During the audit, the following observations were made bythe auditor:
S.no.
Regulation/ Circular No.
Deviations
Corrective action/ Response of the Company
1.
Regulation 6 of SEBI (LODR)Regulations, 2015
The Company has non-complied withrequirement to appoint a qualifiedcompany secretary as the complianceofficer
The Compliance officer was appointed on January 4,2024. As per the practice followed by the stockexchange, penalty for non-compliance underRegulation 6(1) was calculated on a quarterly basisand was thereby received after March 2024 quarteramounting to Rs. 3000 plus 18% GST for the three-day delay in the said quarter. The said penalty hasbeen duly paid, and the matter now stands fullycomplied with.
2.
Regulation 33 of SEBI (LODR)Regulations, 2015
The Company was required to submit theStatement of Impact of Audit Qualificationor Declaration of unmodified audit reportin XBRL for the year ended March 31, 2024,but the financials were submitted with theexchange without Statement of Impact ofAudit Qualifications or Declaration ofunmodified opinion.
The Company received the stock exchange'sadvisory on June 5, 2024, to submit the Statementon Impact of Audit Qualifications or Declaration ofunmodified audit report (as applicable) in XBRLmode immediately. The Compliance was ensuredimmediately.
3.
Regulation 29 of SEBI (LODR)Regulations, 2015
Intimation regarding the Board Meetingheld on 30th August 2024, for the purposeof considering and declaring dividend wassubmitted to the Stock exchange(s) on 28thAugust 2024, thereby providing only oneclear working days' notice.
The delay in providing the requisite intimation wasdue to inadvertent oversight. The companyacknowledges this lapse and sincerely regrets thesame. We have reviewed our internal complianceprocedures and have initiated corrective measuresto strengthen our processes to ensure timely andaccurate disclosures in accordance with SEBIregulations going forward.
4.
Section 179(3)(e) of theCompanies Act, 2013
The Company has incorporated asubsidiary company. However, theCompany has not filed the requisite FormMGT-14 with the Registrar of Companiespursuant to the provisions of Section179(3)(e) of the Companies Act, 2013 inrespect of the Board Resolution passed forapproving the incorporation of the saidsubsidiary company and investment offunds in it
The delay in filling the requisite form was due toinadvertent oversight. The company acknowledgesthis lapse and sincerely regrets the same. We havereviewed our internal compliance procedures andhave initiated corrective measures to strengthen ourprocesses to ensure timely and accurate fillings inaccordance with the applicable laws, rules andregulations going forward.
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134of the Act read with the Companies (Accounts) Rules, 2014 (as amended from time to time), is set out herewith as ANNEXURE- H to this BoardReport.
All transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm'slength basis. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board maybe accessed on the Company's website at https://www.shriiagdamba.com/investor-relations/corporate-governance/policies-and-guidelines .
Pursuant to provisions of Section 134 (3) (h) of the Act, a statement showing particulars of contracts and arrangements with related partiesunder Section 188(1) of the Act in the prescribed Form-AOC-2 is annexed to the Board Report as ANNEXURE- I.
Your Company has complied with the requirements of corporate governance as prescribed under Schedule V of the SEBI (LODR) Regulations,2015. A separate report on corporate governance forms the part of the annual report as ANNEXURE-J. A certificate from the Practicing CompanySecretary regarding compliance of conditions of Corporate Governance is presented under Annexure- D.
The Company has implemented Vigil Mechanism. For details, please refer Corporate Governance Report attached as ANNEXURE- J.
The details of remuneration of Directors, Key Managerial Personnel and Particulars of Employees and other information required under Section197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out inANNEXURE- K which forms part of this Board Report.
Pursuant to the provisions of Regulations 8 & 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has formulated,implemented and has in place a comprehensive "Code of Fair Disclosure of Unpublished Price Sensitive Information" & "Code of Conduct forPrevention of the Insider Trading" for regulating, monitoring and reporting the trading by Designated persons of the Company which exemplifiesthe spirit of good ethics and governance and is applicable to the Designated personnel of the Company which includes Promoters, PromoterGroup, Key Managerial Personnel's, Directors, Senior Management and such other employees of the Company and others in fiduciaryrelationships and as may be approved by the Board of Directors, from time to time, based on the fact of having access to unpublished pricesensitive information. The referred Code(s) lays down guidelines advising the Designated Personnel on procedures to be followed anddisclosures to be made while dealing with the securities of the Company.
Further, the Board Members and Senior Management Personnel have affirmed compliance with the code of conduct. A declaration with regardsto compliance with the Code of Conduct for the Financial Year 2024-2025 has been received by the Company from the Managing Director andis annexed to the Corporate Governance Report, which forms part of this Annual Report.
In terms of Section 134(3)(c) of the Act in relation to financial statements of the Company for the year ended March 31, 2025, the Board ofDirectors states that:
a) in the preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable accounting standards have beenfollowed and there is no material departure from the same;
b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonableand 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 ofthe Company for that period;
c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the directors have prepared the annual accounts for the Financial Year ended March 31, 2025, on a going concern basis;
e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls areadequate and were operating effectively; and
f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
As required under the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management andAdministration) Rules, 2014, (including any statutory modification(s) or re-enactment thereof for the time being in force), the Annual Return inForm No. MGT-7 is placed on the website of the Company at https://www.shrijagdamba.com/investor-relations/disclosures-under-regulation-46/annual-return/ .
The Company has well laid out risk management policy, which periodically assess the threats and opportunities that will impact the objectivesset for the Company as a whole. The policy is designed to provide the categorization of risks into threats and its causes, impact, treatment andcontrol measures which is also available on our website https://www.shriiagdamba.com/investor-relations/corporate-governance/policies-and-guidelines.
The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the businessand measure and steps in place to minimize the same. As a part of the Risk Management Policy, the relevant parameters for protection ofenvironment, safety of operations and health of people at work especially those working in food value chain are monitored regularly. Discussionon risks and concerns are covered in the Management Discussion and Analysis Report (MDA), which forms a part of this Annual Report.
The Company is committed to creating a safe and healthy work environment, where every employee is treated with respect and is able to workwithout fear of discrimination, prejudice, gender bias, or any form of harassment at the workplace.
The Company has in place a policy on prevention, prohibition and redressal of sexual harassment at workplace and has complied with theprovisions relating to the constitution of Internal Complaints Committee in line with the requirements of The Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended). All employees (permanent, contractual, temporary, trainees) arecovered under this policy.
The following is a summary of sexual harassment complaints received and disposed of during the year 2024-25:
a) No of complaints received: Nil
b) No of complaints disposed of: N.A.
Your directors believe that the key to the success of any Company are its employees. Industrial Relations were harmonious throughout the year.The Board wishes to place on record their sincere appreciation to the co-operation extended by all employees in maintaining cordial relationsand their commitment towards the growth of the Company.
The Company has Internal Control Systems, commensurate with the size, scale and complexity of its operations. The Internal Audit Departmentmonitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliances with operating systems,accounting procedures and policies within the Company. Based on the report of internal audit function, process owner undertakes the correctiveaction in their respective areas and thereby strengthen the internal controls. Significant observations and corrective actions thereon arepresented to the Audit Committee from time to time.
The Company has incorporated a subsidiary company in the name of "Global Polyweave Private Limited" ("the Subsidiary") on Tuesday, August20, 2024, under the corporate identity number U13999GJ2024PTC154530, having its registered office in the State of Gujarat to carry on thebusiness as manufacturers, processors, converters, representative, traders, dealers, exporters, importers, factors, distributors, consignors,consignees and stockiest/ suppliers of all classes, kind, nature and description of technical textile, polymers, plastic, geo-textiles, non-woven andwoven products including PP/HDPE woven fabrics.
For expansion and the growth of its business activities and to strengthen the subsidiary's financial position through infusion of internal funds,the Board of the company in its meeting held on Friday, May 2, 2025 has accepted the Right Issue Offer Letter along with renunciation lettersfrom existing members through which Company has acquired 9,45,000 equity shares in the subsidiary, whereby the aggregate holding of theCompany has increased to 80% of total issued equity share capital of subsidiary.
As on March 31, 2025, the Company has 1 subsidiary company i.e., Global Polyweave Private Limited (the Subsidiary"), a private limited companyincorporated on August 20, 2024, under the provisions of the Companies Act, 2013, under the corporate identity numberU13999GJ2024PTC154530, having its registered office in the State of Gujarat.
As on March 31, 2025, the Company does not have any material subsidiary. The Company has framed a policy for determining materialsubsidiaries, which has been uploaded on Companies website at https://www.shrijagdamba.com/investor-relations/corporate-governance/policies-and-guidelines .
A statement containing the salient features of the financial statements of the subsidiaries, associates and joint venture companies in terms ofprovisions of Section 129(3) of the Companies Act, 2013 in the prescribed Form AOC-1 is annexed as Annexure L.
The Company’s Board of Directors is dedicated to guiding the organization towards long-term success. They do this by setting strategies,assigning responsibilities, and providing overall direction to the business. They also prioritize effective risk management and maintain a highstandard of governance to ensure the Company’s sustainable growth and development.
The details of size and composition of the Board is provided in Corporate Governance Report, which forms part of this Annual Report as AnnexureJ.
> The Board, in its meeting held on April 23, 2024, re-appointed Mr. Shail Akhil Patel (DIN: 08427908) as an Independent Director of theCompany for a second term of five consecutive years, commencing from April 25, 2024, immediately upon the conclusion of his first term.
> The Board, in its meeting held on June 25, 2024:
• Took note of the completion of the tenure of Mrs. Mudra Sachin Kansal (DIN: 06904735) as an Independent Director of the Company. Hersecond and final term concluded at the close of business hours on June 26, 2024.
• Further, as part of internal restructuring and based on the recommendations of the Nomination and Remuneration Committee, Mrs.Radhadevi Agarwal (DIN: 07309539) was appointed as a Non-Executive, Non-Independent Director of the Company, effective from June 26,2024. She will be liable to retire by rotation.
• Mr. Ramakant Bhojnagarwala (DIN: 00012733) stepped down as Chairman with effect from the close of business hours on June 25, 2024.He will continue to serve as the Managing Director of the Company. All other terms and conditions of his appointment remain unchanged.
• Upon the recommendation of the Nomination and Remuneration Committee, the Board redesignated Mr. Maheshkumar GaurishankarJoshi (DIN: 07214532), Non-Executive Independent Director, as the Chairperson of the Company. All other terms and conditions of hisappointment remain unchanged.
> In accordance with the provisions of Section 152 of the Act and in terms of the Memorandum and Articles of Association of the Company,Mr. Kiranbhai Bhailalbhai Patel (DIN: 00045360), who was liable to retire by rotation at the Annual General Meeting held on September 21,2024, and who had offered himself for re-appointment, was re-appointed.
> Further, all the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section164 of the Act.
> Also, pursuant to Schedule V(C)(10)(i) of Listing Regulations, the Company has received certificate from Practicing Company Secretary statingthat the Directors of the Company are not debarred or disqualified by SEBI / Ministry of Corporate Affairs or any such statutory authorityfrom being appointed or continuing as Director of the Company.
> The Company has received necessary declarations from each of the Independent Directors under Section 149(7) of the Act that they meetthe criteria of independence laid down in Section 149(6) of the Act and Regulations 16(1 )(b) & 25 of the Listing Regulations and also in theopinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149 of the Act and the rules madethereunder about their status as Independent Directors of the Company.
Pursuant to the provisions of Sections 178(2) of the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, the Nomination andRemuneration Committee/ Board has carried out evaluation of the performance of the Board, its Committees and Independent Directors. Astructured evaluation feedback form was prepared after taking into consideration the inputs received from the Directors, covering variousaspects such as board composition, flow of board process, information and functioning, establishment and determination of responsibilities ofCommittees, and quality of relationship between the Board and the management. The performance of Individual Directors and the BoardChairman was also carried out in terms of attendance, contribution at the meetings, circulation of sufficient documents to the Directors, timelyavailability of the agenda, etc. Further, pursuant to Schedule IV of the Companies Act, 2013, the performance evaluation of the IndependentDirectors was carried out by the entire Board of Directors of the Company, except the one being evaluated.
In compliance with the provisions of Section 178 of the Act, the Nomination and Remuneration Policy of the Company has been designed tokeep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Boardpursuant to recommendations of Nomination and Remuneration Committee of the Company and is placed on the website of the Company athttps://www.shriiagdamba.com/investor-relations/corporate-govemance/policies-and-guidelines .
The Company boasts a team of dynamic, highly qualified, experienced, committed, and versatile persons in its management. These persons holdthe designation of ’Key Managerial Personnel (KMPs)’ in compliance with the applicable provisions. We present below the details of the KeyManagerial Personnel for the year under review:
Sr. No
Name
Designation
1
Mr. Ramakant Bhojnagarwala
Managing Director
2
Mr. Kiranbhai Bhailalbhai Patel
Whole Time Director
3
Mr. Hanskumar Agarwal
Chief Executive Officer
(Appointed with effect from August 30, 2024)
4
Mr. Anilkumar Babulal Parmar
Chief Financial Officer
5
Ms. Dharmistha Kabra
Company Secretary
(Appointed with effect from June 1, 2024)
6
Ms. Aditi Khandelwal
(Resigned with effect from May 31, 2024)
During the Financial Year under review, the Board of Directors of the Company met for 11 (Eleven) times for considering and approval of variousagenda items of the Company, which were circulated well in advance to the Board. The details of the Board and Committee meetings arementioned in the Corporate Governance Report, which forms part of this Annual Report as Annexure J.
The Board of Directors has various committees that focus on specific areas and make informed decisions within their delegated authority. Thesecommittees also provide recommendations to the Board on matters within their purview. All decisions and recommendations made by thecommittees are presented to the Board for information or approval.
The committees play a crucial role in managing the day-to-day affairs and governance structure of the Company.
For more details about the composition of these committees, meetings held, attendance, and other information, please refer to the CorporateGovernance Report, which is included in this Annual Report as Annexure J.
Tho Rnarrl nf Dirortnrc hac tho fnlln\A/inn rnmmittooc'
Sr. No.
Name of Committee
Audit Committee
Nomination and remuneration committee
Stakeholders Relationship Committee
Corporate Social Responsibility Committee
Since the end of the Financial Year on March 31, 2025, the company has undergone internal restructuring of its Board of Directors, leading tochanges in the composition of various Board Committees. For details, please refer Corporate Governance Report attached as Annexure - J.
Your directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these mattersduring the year under review:
• Details relating to deposits covered under Chapter V of the Companies Act, 2013.
• Issue of equity shares with differential rights as to dividend, voting or otherwise.
• Issue of shares (including sweat equity shares) to employees of your Company under any scheme or any stock options scheme.
• No significant material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status of theCompany and its operations in future, during the Financial Year 2024-2025.
• Neither the Managing Director nor the Whole- time Directors of your Company receive any remuneration or commission from any of itssubsidiaries.
• The Statutory, Secretarial and Cost Auditors have not reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013any instances of fraud committed against your Company by its officers or employees, the details of which need to be mentioned in theBoard's report
• There has been no change in the nature of business of your Company.
• There was no instance of onetime settlement with any Bank or Financial Institution.
• During the Financial Year 2024-2025, the Company is not required to maintain cost records as specified by the Central Government undersub-section (1) of Section 148 of the Companies Act, 2013.
• Investor Education and Protection Fund (IEPF)- The Company is in compliance with the provisions of the Sections 124 & 125 of theCompanies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), as amended fromtime to time.
• Particulars of Loans, Guarantees or Investments- Details of loans granted, investments undertaken, guarantees extended, and securitiesfurnished, along with any specified utilization purposes by the beneficiaries if any, are comprehensively outlined in the FinancialStatements’ accompanying notes. This documentation forms an integral segment of this Annual Report.
• The Equity Shares of the Company remain listed on "BSE Limited" as of now. The Company has already paid the annual listing fees for theFinancial Year 2024-2025 and 2025-2026 to maintain its listing status on BSE Limited.
In addition to that, the Company has also paid the Annual Custody Charges for the Financial Year 2024- 2025 and 2025-2026 to NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
• During the Financial Year under review, the Company diligently adhered to all the relevant statutory compliances of the Act, ListingRegulations, Secretarial Standards issued by ICSI, and other laws, provisions, and Acts that are applicable to the Company. This unwaveringcommitment to compliance ensures that the Company operates within the legal framework, maintaining transparency and accountabilityin its operations. By upholding these standards, the Company strives to build trust among its stakeholders while fostering a culture ofresponsible corporate governance.
• During the year under review, your Company has neither made any application, nor any proceedings were initiated/ pending against theCompany under the Insolvency and Bankruptcy Code, 2016 as at the year ended March 31, 2025.
• There were no instances of settlement with banks or financial institutions during this period.
The Board of Directors expresses its sincere gratitude to Banks, Financial Institutions, Government authorities, SEBI, Stock Exchanges, StatutoryBodies, and all regulatory agencies for their guidance and support.
We also thank the Management, Directors, Employees, Customers, Business Associates, Vendors, Shareholders, and other stakeholders for theirunwavering commitment and trust, which have been vital to the Company's continued growth and success.
The Board acknowledges the dedication and hard work of every member of the Company, whose efforts have enabled us to achieve significantmilestones and strengthen our future.
Having already entered the financial year 2025-2026, the Board is confident that, with your continued support, the Company will remain well-positioned to navigate challenges, capitalize on opportunities, and drive long-term value for all stakeholders.
Harmony, 4th Floor,15/A, Shree Vidhyanagar Co. Op. Shri Jagdamba Polymers Limited
Hsg Soc. Ltd. Opp. NABARD, Nr. Usmanpura Garden,
Ahmedabad- 380014, Gujarat
Date: August 14, 2025 Managing Director Executive Director
Place: Ahmedabad DIN: 00012733 DIN: 03585140