The Board of Directors present the 51^st Annual Report together
with the Audited Financial Statements of your Company for the
Financial Year ended on 31^st March, 2025.

1. HIGHLIGHTS OF PERFORMANCE

For the year ended on 31^st March, 2025, the Company's
Total Revenue for the year increased to ? 24,647.25
Lakhs as compared to ? 22,750.28 Lakhs in the previous
year. Profit Before Tax for the year was ? 6,560.06 Lakhs
as compared to ? 4,994.94 Lakhs in the previous year.
Profit After Tax for the year was ? 4,890.68 Lakhs as
compared to ? 4,041.16 Lakhs in the previous year.

2. FINANCIAL RESULTS ^{(? in Lakhs)}

3. DIVIDEND

Your directors have recommended Final dividend of 50%
i.e. ?5/- per share on 57,68,385 equity shares of ?10/- each
for the year ended on 31st March, 2025 (Previous Year
?5/- per share on 57,68,385 equity shares of ?10/- each).
Dividend is subject to approval of members at the ensuing
Annual General Meeting (AGM) and shall be subject to
deduction of income tax at source.

The dividend recommended is in accordance with the
Company's Dividend Distribution Policy. As required under
the Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Company has a policy on Dividend
Distribution. The Dividend Distribution Policy of the
Company can be accessed at https://eimcoelecon.
in/wp-content/uploads/2022/08/25_y_The-Dividend-
Distribution-Policy-Final.pdf

During the year under review, the unclaimed dividend
pertaining to the Financial Year 2016-17 has been
transferred to the Investor Education & Protection Fund.

4. TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire
amount of profit for the Financial Year 2024-25 in the
Statement of Profit & Loss.

5. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANIES

As on 31^st March, 2025, the Company has neither
subsidiary, nor Joint Venture and Associate Companies.

6. SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2025
was ? 576.84 Lakhs. During the year under review, the
Company has neither issued shares with differential voting
rights nor granted stock options or sweat equity.

7. BORROWINGS
FINANCE

The Company continues to focus on judicious management
of its working capital. Receivables, Inventories and other
working capital parameters were kept under strict
check through continuous monitoring. The whole of the
properties of the Company have been suitably insured.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Loans, guarantees and investments covered under Section
186 of the Companies Act, 2013 form part of the financial
statements provided in this Annual Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits and
there are no unpaid / unclaimed deposits as on 31^st March,
2025.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Resignation of Director

Ms. Reena P. Bhagwati (DIN: 00096280), Non-Executive
Independent Director, ceased to be a director of the
Company w.e.f. 28^th June, 2024. The Board placed on
record their appreciation for the assistance and guidance
provided by Ms. Reena P Bhagwati during her tenure as
Non-Executive Independent Director of the Company.
Appointment/Re-appointment of Director

• Mr. Sunil C. Vakil (DIN: 02527630) was appointed as
Additional Non-Executive Independent Director of the
Company by the Board of Directors at their meeting
held on 13^th September, 2024 for a period of 5 (five)
years with effect from 13^th September, 2024, subject
to approval of the members of the Company.

The Company has sought the approval of the
members by way of Special Resolution through
notice of postal ballot dated 13^th September, 2024
for the appointment of Mr. Sunil C. Vakil as Non¬
Executive Independent Director of the Company
for a period of 5 (five) years with effect from 13^th
September, 2024, which was duly passed and
concluded on 19^th October, 2024 by the members
of the Company.

• Mr. Prayasvin B. Patel (DIN: 00037394) was re¬
appointed as Executive Director of the Company by
the Board of Directors at their meeting held on 17^th
October, 2024 for a period of 3 (three) years w.e.f. 9^th
November, 2024, subject to approval of the members
of the Company.

The Company has sought the approval of the
members by way of Special Resolution through
notice of postal ballot dated 17^th October, 2024

for the re-appointment of Mr. Prayasvin B. Patel
as Executive Director of the Company for a period
of 3 (three) years with effect from 9^th November,
2024, which was duly passed and concluded on 19^th
November, 2024 by the members of the Company.

• Dr. Sonal V. Ambani (DIN: 02404841) was appointed

as an Additional Non- Executive Independent Woman
Director of the Company by the Board of Directors
at their meeting held on 23^rd April, 2025 for a period
of 5 (five) consecutive years with effect from 23^rd
April, 2025, subject to the approval of Members of
the Company.

Dr. Ambani holds a PhD in Business Management
and is the founding Chairperson of the FICCI Ladies
Organization (FLO) Ahmedabad. Dr. Ambani began
her career in investment banking and served as Vice
President at Morgan Stanley Dean Witter in New
York. Dr. Ambani is the holder of two US patents:
"Systems and Method for Providing Financial
Services to Children and Teenagers" and "Purchase
Management System and Electronic Receipts."

In addition to her entrepreneurial ventures, Dr. Ambani
is a member of the United Nations Development Fund
for Women (UNIFEM), the founder of the Cancer
Screening and Research Trust (CSRT) and the creator
of World Peace 2040, a movement that has garnered
notable support, including an Advisory Board with
Mohammed Yunus and the Pfeffer Peace Prize in
New York. She also served as Vice Chairman of the
CII Indian Women Network (IWN), which focuses on
empowering women in India.

Furthermore, Dr. Ambani is the curator and founder of
Samara Art Gallery, which supports emerging artists,
and she is a sculptor herself, having created works
in various materials.

In the opinion of the Board, she has a vast experience
in the various fields will be beneficial to the Company.
Further, she possesses relevant expertise and
proficiency which will bring tremendous value to the
Board and to the Company.

The Board recommends her appointment to the
shareholders. The notice convening the 51^st AGM
forming part to this annual report sets out the details.

Director Retiring by Rotation

In accordance with the provisions of the Companies Act,
2013 and the Articles of Association of the Company,
Mr. Mukulnarayan Dwivedi (DIN:08442155), Director retires
by rotation at the forthcoming 51^st Annual General Meeting
of the Company and, being eligible, offers himself for re¬
appointment.

The Board recommends his appointment for your approval.
Re-designation of Director

Elecon Engineering Company Limited vide its letter
dated 23^rd April, 2025 had withdrawn the nomination of
Mr. Prashant C. Amin (DIN:01056652) on the Board of Eimco
Elecon (India) Limited. Subsequently, the Nomination and
Remuneration Committee at its meeting held on 23^rd
April, 2025, based on his experience and expertise, has
recommended his continuation of Directorship on the

Board, and the Board has approved his continuation as
Non-Executive Director w.e.f. 23^rd April, 2025 on the Board
of the Company, subject to retire by rotation.

Disclosures by Directors

None of the Director of your Company is disqualified as
per the provisions of Section 164(2) of the Companies Act,
2013. Your Directors have made necessary disclosures to
this effect as required under of the Companies Act, 2013.

Declaration by Independent Directors

The Company has received necessary declarations from
each Independent Directors under Section 149 (7) of the
Companies Act, 2013 and under Regulation 25(8) of the
SEBI (LODR), Regulations, 2015, that he/she meets the
criteria of independence laid down in Section 149(6) of
the Companies Act, 2013 and Regulation 16(1)(b) of the
SEBI (LODR), Regulations, 2015.

Meetings of the Board

During the year under review, five Board Meetings, four
Audit Committee Meetings, one Stakeholders Relationship
Committee Meeting, three Nomination and Remuneration
Committee Meetings, one Corporate Social Responsibility
Committee Meetings and one separate Meeting of
Independent Directors were held. The meeting details are
provided in the Corporate Governance Report which forms
part of this Report. The maximum interval between any
two meetings is as prescribed under the Companies Act,
2013 and the SEBI (LODR), Regulations, 2015.

Composition of Various Committees

Details of various committees constituted by the Board
as per the provisions of Companies Act, 2013 and the
SEBI (LODR) Regulations, 2015 and the details of the
said committee meetings are given in the Corporate
Governance Report which forms part of this report.

Meeting of Independent Directors

The Independent Directors met on 17^th February, 2025
without attendance of Non-Independent Directors and
Members of the Management. The Independent Directors
reviewed the performance of Non-Independent Directors
and Board as a whole and assessed the quality, quantity
and timeliness of flow of information between the
Company Management and the Board that is necessary
for the Board to effectively and reasonably perform their
duties.

Nomination and Remuneration Policy

The Board has framed a policy for selection and
appointment of Directors, Key Managerial Personnel
(KMP) and Senior Management Personnel (SMP) and their
remuneration.

As and when need arises to appoint Director, KMP and SMP
the Nomination and Remuneration Committee (NRC) of the
Company will determine the criteria based on the specific
requirements. NRC, while recommending candidature
to the Board, takes into consideration the qualification,
attributes, experience and independence of the candidate.
Director(s), KMP(s) and SMP(s) appointment and
remuneration will be as per NRC policy of the Company.
The salient features of the NRC policy of the Company

have been disclosed in the Corporate Governance Report,
which is a part of this report. The said Policy is available
on the Company's website on https://eimcoelecon.in/
wp-content/uploads/2020/06/THE-NQMINATIQN-AND-
REMUNERATION-POLICY.pdf.

Familiarization Programme for Independent
Directors

In compliance with the requirements of Listing Regulations,
the Company has put in place a Familarization Programme
for Independent Directors to familiarize them with
the working of the Company, their roles, rights and
responsibilities vis-a-vis the Company, the industry in which
the Company operates, business model etc., alongwith
the updating on various amendments in the Listing
Regulations and the Companies Act, 2013.

The Company has conducted the familarization
programme for Independent Directors of the Company,
details for the same have been disclosed on the Company's
website https://eimcoelecon.in/details-of-familiarization-
programmes-imparted-to-independent-directors/

Evaluation of Board and Senior Management

Pursuant to the provisions of the Companies Act, 2013 and
Regulation 17 of the SEBI (LODR) Regulations, 2015 and
notifications/ circulars of SEBI, the Board has carried out
an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the
working of its Committees. Further, the Nomination and
Remuneration Committee has carried out the performance
evaluation including the Company Secretary and Chief
Financial Officer of the Company. The manner in which
the evaluation was carried out has been explained in the
Corporate Governance Report which forms part of this
report.

Board Diversity

The Company recognizes and embraces the importance of
a diverse board in its success. The Company believes that
a truly diverse board will leverage differences in thought,
perspective, knowledge, skill, regional and industry
experience, cultural and geographical background, age,
ethnicity, race and gender, which will help the Company to
retain its competitive advantage. The Board has adopted
the Board Diversity Policy which sets out the approach to
diversity of the Board of Directors.

Key Managerial Personnel

As on 31^st March, 2025, Mr. Mukulnarayan Dwivedi,
Executive Director; Mr. Vishal C. Begwani, Chief Financial
Officer and Mr. Rikenkumar Dalwadi, Company Secretary
are designated as KMP(s) of the Company.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013
("the Act"), your Board, to the best of their knowledge and
based on the information and explanations received from
the management of your company confirm that:-

(i) in the preparation of the annual accounts, the
applicable accounting standards have been
followed and that there were no material departures
therefrom;

(ii) they have, in the selection of the accounting policies,
consulted the statutory auditors and have applied
their recommendations consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state
of affairs of the Company as at 31^st March, 2025 and
of the profit of the Company for the year ended on
that date;

(iii) they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013, for safeguarding the assets of the
Company and for preventing and detecting fraud
and other irregularities;

(iv) they have prepared the annual accounts on a going
concern basis;

(v) they have laid internal financial controls to be
followed by the Company and that such internal
financial controls are adequate and were operating
effectively during the year ended on 31^st March, 2025;
and

(vi) proper systems have been devised to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively during the year ended on 31^st March, 2025.

10. CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES

As part of its initiatives under the Corporate Social
Responsibility (CSR), the Company has undertaken
projects in the area of education and health care. These
projects are in accordance with Schedule VII of the
Companies Act, 2013 and the Company's CSR policy. The
Annual Report on CSR activities is annexed herewith as
Annexure 'A'.

11. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into
during the financial year were on an arm's length basis
and were in the ordinary course of the Company's
business.

All Related Party Transactions are placed before the
Audit Committee and the Board for approval. Prior
approval of the Audit Committee is obtained for the
transactions which are of a foreseen and repetitive
nature and in the ordinary course of the Company's
business. Transactions with related parties are disclosed
in the notes to accounts to the financial statements.

The Form No. AOC-2 envisages disclosure of material
contracts or arrangement or transaction at arm's length
basis is annexed with as Annexure 'B'.

The policy on Related Party Transactions as approved
by the Board is uploaded on the Company's website at
https://eimcoelecon.in/wp-content/uploads/2022/08/7 g
EIMCO-ELECON RPT-Policy 31012022.pdf.

12. MANAGEMENT'S DISCUSSION AND ANALYSIS

A detailed review of the operations, performance
and future outlook of the Company is given in the
Management's Discussion and Analysis appearing as
Annexure 'C' to this Report.

13. CORPORATE GOVERNANCE

Your Company has always striven to incorporate
appropriate standards for good Corporate Governance.
It has taken adequate steps to ensure that the provisions
of Corporate Governance as prescribed under the
Companies Act, 2013 and the SEBI (LODR) Regulations,
2015 are complied with.

A detailed report on Corporate Governance is appearing
as Annexure 'D' to this Report along with the Auditors'
Certificate on its compliance by the Company.

14. PARTICULARS OF EMPLOYEES

The disclosures with respect to the remuneration of
Directors and employees as required under Section 197
of the Act and Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 (the 'Rules') have been appended as Annexure
'E', forming part of this Report. Details of employee
remuneration as required under the provisions of Section
197 of the Act and Rule 5(2) and 5(3) of the Rules are
available to any Shareholder for inspection on request. If
any Shareholder is interested in obtaining a copy thereof,
such Shareholder may write to the Company Secretary,
where upon a copy would be sent through email only.

15. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING
& OUTGO

The information on conservation of energy, technology
of absorption and foreign exchange earning and outgo
stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014, is given in Annexure 'F' forming part of this
report.

16. AUDITORS

(a) Statutory Auditors

M/s. K C Mehta & Co LLP, Chartered Accountants,
Vadodara appointed as the Statutory Auditors of
the Company for a period of 5 (five) consecutive
years i.e. from the conclusion of 48^th Annual
General Meeting of the Company

The Board has taken note and M/s. K.C. Mehta
& Co. LLP, Chartered Accountantshave confirmed
their eligibility under Section 141 of the Companies
Act, 2013 and the Rules framed thereunder as
Statutory Auditors of the Company. As required
under Listing Regulations, the Auditors have also
confirmed that they hold a valid certificate issued
by the Peer Review Board of the Institute of
Chartered Accountants of India.

(b) Secretarial Auditors

In accordance with Section 204 of the Companies
Act, 2013, read with Rule 9 of the Companies
(Appointment & Remuneration of Managerial
Personnel) Rules, 2014 and in terms of regulation
24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of
Directors has appointed M/s. J. J. Gandhi & Co.,
Practicing Company Secretary, to conduct the

Secretarial Audit of the Company for the Financial
Year 2024-25. The Report on the Secretarial Audit
carried out by the Secretarial Auditor i.e. M/s. J. J.
Gandhi & Co., Practicing Company Secretary during
the Financial Year 2024-25 is annexed herewith
as Annexure 'G'. The Secretarial Audit Report
does not contain any qualification, reservation or
adverse remark.

The Company has undertaken an audit for the
Financial Year 2024-25 for all the applicable
compliances as per Listing Regulations and
Circulars/Guidelines issued by SEBI from time to
time. The Annual Secretarial Compliance Report
for abovesaid financial year shall be submitted to
the stock exchanges within prescribed time limit as
per Listing Regulations.

Further pursuant to recent amendments in
Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015,
the appointment of Secretarial Auditor of the
Company is required to be approved by the
members of the Company. The Board of Directors
at their Board Meeting held on 23^rd April, 2025,
has recommended appointment of M/s. J. J.
Gandhi & Co., Practicing Company Secretary as the
Secretarial Auditors of the Company to hold office
for a period of five consecutive years commencing
from FY2025-26 to FY2029-30.

The Company has received the written consent and
a certificate that M/s. J. J. Gandhi & Co. satisfy
the criteria for appointment as Secretarial Auditor
and that the appointment, if made, shall be in
accordance with the applicable provisions of the
Companies Act, 2013 and rules framed thereunder.

Member's approval for appointment of M/s. J. J.
Gandhi & Co. as the Secretarial Auditors of the
Company under the Companies Act, 2013 and the
SEBI (LODR) Regulations, 2015 has been sought
in this Notice convening the 51st AGM of the
Company.

(c) Cost Auditors

Pursuant to Section 148 of the Companies Act,
2013, read with the Companies (Cost Records
and Audit) Amendment Rules, 2014, the Cost
Audit records maintained by the Company in
respect of its manufacturing activity are
required to be audited. Your Directors have, on
the recommendation of the Audit Committee,
appointed M/s. Diwanji & Co., Cost Accountants,
as a Cost Auditors to audit the cost accounts of
the Company for the financial year ended on 31st
March, 2026 at a remuneration of ? 60,000/- plus
taxes as applicable and out of pocket expenses
as required under the Companies Act, 2013, the
remuneration payable to the Cost Auditors is
required to be placed before the Members in a
general meeting for their ratification. Accordingly,
a Resolution seeking Members' ratification for
the remuneration payable to M/s. Diwanji & Co.,
Cost Accountants, Cost Auditors is included in the

Notice convening the 51^st Annual General Meeting.
The Cost Audit Reports provided by the previous
cost auditors of the Company M/s. Diwanji & Co.,
for the year 2023-24 was filed with the Ministry of
Corporate Affairs before the due date of filing.

17. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

Your Company has an effective internal control and
risk-mitigation systems, which are constantly assessed
and strengthened with new/revised standard operating
procedures. The Company's internal control system is
commensurate with its size, scale and complexities
of its operations. The internal and operational audit
is entrusted to Messrs C. F. Patel & Co., Chartered
Accountants. The main thrust of internal audit is to test
and review controls, appraisal of risks and business
processes, besides benchmarking controls with best
practices in the industry.

The Audit Committee of the Board of Directors actively
reviews the adequacy and effectiveness of the internal
control systems and suggests improvements to
strengthen the same. The Company has a robust
Management Information System, which is an integral
part of the control mechanism.

The Audit Committee of the Board of Directors,
the Statutory Auditors and the Business Heads are
periodically apprised of the internal audit findings and
corrective actions are taken by the Management. Audit
plays a key role in providing assurance to the Board of
Directors. Significant audit observations and corrective
actions taken by the Management are presented to the
Audit Committee of the Board. To maintain its objectivity
and independence, the Internal Audit function reports to
the Chairman of the Audit Committee.

18. RISK MANAGEMENT

The Company operates in a competitive environment
and is generally exposed to various risks at different
times such as technological risks, business risks,
operational risks, financial risks etc. The Company has
a system based approach to business risk management
backed by strong internal control systems. A range
of responsibilities from strategy to the operations is
specified. A strong independent internal audit function at
the corporate level carries out risk focused audits across
all businesses enabling identification of areas where
risk managements processes may need to be improved.
The Management prepares the Risk Register which is
reviewed by the Audit Committee and the Board.

The Board reviews internal audit findings and provides
strategic guidance on internal control, monitors
internal control environment within the Company and
ensures that Internal Audit recommendations are
effectively implemented. The combination of policies
and procedures adequately addresses the various risks
associated with your company's businesses.

19. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/Whistle

Blower Policy for Directors and Employees to report their
concerns about unethical behavior, actual or suspected
fraud or violation of the Company's Code of Conduct.
The Mechanism provides for adequate safeguards
against victimization of Director(s) and Employee(s) who
avail the mechanism.

The Vigil Mechanism/Whistle Blower Policy is available
on Company's website at https://eimcoelecon.in/
wp-content/uploads/2023/01/The-Whistle-Blower-
Policy 30012023.pdf.

20. PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has zero tolerance towards sexual
harassment at workplace and has adopted a policy
on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
the rules thereunder. As required under law, an Internal
Complaints Committee (ICC) has been constituted for
reporting and conducting inquiry into the complaints
made by the victim on the harassment at the workplace.
During the year under review, the following is a summary
of sexual harassment complaints received and disposed
off during the year 2024-25:

No. of complaints received : Nil

No. of complaints disposed off : N.A.

No. of complaints pending : Nil

The policy on Sexual Harassment at Workplace is placed
on the Company's website at https://eimcoelecon.in/wp-
content/uploads/2019/04/Sexual-Harassment-Policy.pdf.

21. ANNUAL RETURN

The Annual Return of the Company as on 31^st March,
2025 in the prescribed format is available on the
Company's website. The weblink is as under: https://
eimcoelecon.in/annual-return-as-provided-under-section-
92-of-the-companies-act-2013/.

22. REPORTING OF FRAUDS

There was no instance of fraud during the year under
review, which required the Statutory Auditors and/or
Secretarial Auditors to report to the Audit Committee,
Board and/or Central Government under Section
143(12) of the Companies Act, 2013 and Rules framed
thereunder.

23. INSURANCE

The Company takes a very pragmatic approach towards
insurance. Adequate cover has been taken for all
movable and immovable assets for various types of
risks.

24. INDUSTRIAL RELATIONS/PERSONNEL

Your Company is committed to upholding its excellent
reputation in the field of Industrial relations. Through
continuous efforts, the Company invests and improvises
development programmes for its employees.

25. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments,
affecting the financial performance of the Company that
occurred during the Financial Year of the Company to
which the Financial Statements relate and the date of
this Report.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS/ COURTS/TRIBUNALS

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

27. APPLICATION MADE OR PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

During the financial period under review, no application
is made under the Insolvency and Bankruptcy Code,
2016 ("IBC 2016") by the Company. No proceedings are
pending under IBC 2016 against the Company.

28. PARTICULARS OF VALUATION DONE AT THE TIME
OF ONE-TIME SETTLEMENT AND VALUATION
DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS

During the financial period under review, there were no
instances of any one-time settlement against loans taken
from Banks or Financial Institutions.

29. TERMINATION OF SHAREHOLDERS AGREEMENT

Eimco Elecon (India) Limited ("the Company"), Elecon
Engineering Company Limited, Bhanubhai Patel Group,
Tamrock Great Britain Holdings Limited and Sandvik
Mining and Construction OY ("SMC OY") and Other
Sandvik Companies executed the termination agreement
on 23^rd April, 2025 to terminate the Agreement dated
28^th February, 1992 as amended by the Supplemental
Agreement dated 11^th August, 2011 executed by the
Parties (the "Shareholders Agreement).

30. CHANGE IN THE NATURE OF BUSINESS

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

31. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

SEBI, vide its circular dated 10^th May, 2021, made
Business Responsibility and Sustainability Report (BRSR)
mandatory for the top 1000 listed companies by market
capitalisation from financial year 2023.

Your company is not covered under top 1000 listed
companies by market capitalisation. Therefore, BRSR is
not applicable to the Company.

32. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable
Secretarial Standards as issued by the Institute of
Company Secretaries of India.

33. ACKNOWLEDGEMENT

Your Directors are highly grateful for the unstinted
guidance, support and assistance received from the
Government, Bankers and Financial Institutions. Your
Directors are thankful to all valuable Stakeholders of the
Company viz. shareholders, customers, dealers, vendors,
suppliers, collaborators, business associates and other
agencies for their faith, trust and confidence reposed in
the Company.

Your Directors wish to place on record their sincere
appreciation for the dedicated efforts and consistent
contribution made by the employees at all levels, to
ensure that the Company continues to grow and excel.

For and on behalf of the Board of Directors,

Mukulnarayan Dwivedi Prayasvin B. Patel

Executive Director Executive Director

DIN :08442155 DIN :00037394

Place : Vallabh Vidyanagar
Date : 23^rd April, 2025