Your Directors have pleasure in presenting their Eighty-Seventh (87^th) Annual Report of the Company, together with the
audited financial statements for the financial year ended 31^st March, 2025.

1. FINANCIAL PERFORMANCE

The Financial Year 2024-25 remained challenging in the business scenario of the Textile Industry due to combination
of global and domestic factors.

The revenue from operations for the year 2024-25 was ' 948.75 lakhs as compared to Rs 572.68 lakhs in previous
year, an increase of 65.71 %.

The Loss before Exceptional item and Tax was Rs 131.66 lakhs against the previous year profit of Rs 173.05 lakhs.
The net profit for the year was '6926.87 lakhs against the previous year net profit of ' 2109.23 lakhs.

2. DIVIDEND

The Board of directors of your company have not recommended any dividend for the Financial Year ended 31^st March,
2025, considering the needs for capital conservation and appreciation/ conserving the profit.

3. PRESENT STATUS OF THE UNIT

The Company was primarily engaged in the business of manufacturing of Cotton Yarn, Denim Fabrics, Shirtings
and Garments. The Hon'ble Gujarat High Court directed to close down the operations of polluting industries in and
around Ahmedabad in the state of Gujarat and the decision of the High Court was upheld by Hon'ble Supreme Court
of India, due to which the Company has discontinued its core manufacturing operations and disposed of the plant and
Machinery of the Company.

In order to sustain the business, preserve shareholder value, and utilize existing expertise, the Company strategically
engaged in trading of cotton from the month of November, 2022.

4. EXPORT

The FOB value of the exports during the Year under review was Nil against zero export in the previous year due to the
closure of the manufacturing operation as detailed in point No 3.

5. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

6. ANALYSIS AND REVIEW

India's textiles sector is one of the oldest industries in the Indian economy, dating back to several centuries.

The industry is extremely varied, with hand-spun and hand-woven textiles sectors at one end of the spectrum, while
the capital-intensive sophisticated mills sector on the other end. The decentralized power looms/ hosiery and knitting
sector forms the largest component in the textiles sector. The close linkage of textiles industry to agriculture (for raw
materials such as cotton) and the ancient culture and traditions of the country in terms of textiles makes it unique
in comparison to other industries in the country. India's textiles industry has a capacity to produce wide variety of
products suitable for different market segments, both within India and across the world.

7. OPPORTUNITIES AND CHALLENGES

The future for the Indian textiles industry looks promising. The Indian textile industry has vast potential for growth,
buoyed by strong domestic consumption as well as export demand. However, to get maximum advantage of the
vast potential of this vibrant industry, the Government and Industry need to work towards addressing key challenges
including obsolete machinery and technology, threats to handloom sector, power shortage, illicit markets, labour-
related concerns, raw materials shortage.

8. EXPANSION AND MODERNISATION

Company is no more in manufacturing activities, hence the Company did not go for expansion and modernization.

9. CONSOLIDATED FINANCIAL STATEMENT

As required by Regulation 33 of the SEBI (LODR) Regulations, 2015, the Consolidated Audited Financial Statements
have been prepared in accordance with the requirements under Accounting Standard AS-21 on “Consolidated
Financial Statements” read with AS-23 on the “Accounting for Investment in Associates” read with the provisions of
Companies Act, 2013, are provided, forming part of the Annual Report.

10. CASH FLOW STATEMENT

In compliance with the requirement of Section 34 of the SEBI (LODR) Regulations, 2015, the Cash Flow Statement for
the year ended 31⁵¹ March, 2025 prepared in accordance with the applicable Accounting Standard, is annexed to the
financial statement, which forms part of the Annual Report.

11. INSURANCE

The Company's properties including its Building, Plant & Machinery and Stocks among others continue to be
adequately insured against fire, flood, earthquake, explosive and other such risks, as considered to be prudent and
necessary.

12. INTERNAL FINANCIAL CONTROL

The Company has in place internal financial control systems commensurate with the size, nature and complexity of
its operations ensuring proper recording of financials and monitoring of operational effectiveness and efficient conduct
of its business including adherence to the Company's Policies, safeguarding of its assets, prevention and detection of
frauds and errors, accuracy and completeness of accounting records and compliance of various applicable regulatory
and statutory requirements.

The Internal Auditor monitors and evaluates the efficiency and adequacy of Internal Control System. Based on
their report, corrective actions are undertaken by the concerned departments and thereby strengthen the Controls.
Significant audit observations corrective measures and actions thereon are presented to the Audit Committee of the
Board.

During the year such controls were tested and no reportable material weaknesses were observed.

The Audit Committee comprises the majority of Independent Directors in terms of the applicable provisions of the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

13. FIXED DEPOSITS

Your Company has not accepted any deposit from the Public/Members under Section 73 of the Companies Act, 2013,
read with Companies (Acceptance of Deposit) Rules, 2014 during the year under review and there are no deposits
pending with the Company as on the Balance Sheet closure date.

14. SHARE CAPITAL

There has been no change in the Company's Issued, Subscribed and Paid-up Equity Share Capital in between the
end of financial year 31^st March, 2025 and 31^st March, 2024. On 31^st March, 2025, the Equity Share Capital stood at '
3303.30 Lacs, divided in to 33033000 Equity Shares of ' 10 each.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment

The appointment of Mrs Rita Chatterjee (DIN: 07973942) as an independent Director, not liable to retire by rotation, by
the board of Directors, to fill the casual vacancy, caused by resignation of Mrs. Nisha Singh, with effect from June 10,
2024, confirmed and approved to hold office for a term of five consecutive years i.e., from June 10, 2024 till June 09,
2029 in the 86^th Annual general Meeting of the company held on 7^th September, 2024.

Shri Omprakash Laxminarayan Kabra (DIN: 10636063), was appointed as an Independent Director (under Non¬
Executive category) of the Company, to hold office for a term of five consecutive years i.e., from August 29, 2024 till
August 28, 2029 in 86^th Annual general Meeting of the company held on 7^th September, 2024.

Shri Amit Nandkishore Shah (DIN: 00915449), was appointed as an Independent Director (under Non-Executive
category) of the Company, to hold office for a term of five consecutive years i.e., from February 10, 2025 till February
09, 2030 through Postal Ballot on 28^th march, 2025.

Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation
Re-appointment

The term of Office of Shri Arvind Kumar Somany (Shri Somany) (DIN: 00024903), as a Managing Director, designated
as Key Managerial Personnel of the Company, will end owing to efflux of time from the close of business on 21^st
January, 2026.

Pursuant to Section 196 and 197, read with Schedule V and other relevant provisions of the Act and based on
recommendation of the Nomination and Remuneration Committee, the Board of Directors has considered and
recommends the re-appointment of Shri Somany, as Managing Director, for further term of three years effective from
22^nd January, 2026, well in advance to seek Shareholders approval at the forthcoming AGM of the Company. An
appropriate resolution, to this effect is being proposed to the Members of the Company at the forth-coming 87^th AGM.

Cessation

Shri Brij Kishore Hurkat (DIN: 02005896) and Shri Malaybhai Harshad Bhai Shah (DIN: 01394920), Independent
Directors of the Company upon completion of their second and final term as Independent Directors, ceased to be the
Directors of the Company w.e.f. the close of business hours on August 28, 2024 and February 09, 2025 respectively.

The Board places on record the valuable services rendered by Shri B K Hurkat and Shri M H Shah during their tenure
as Director of the company and expresses its deep sense of appreciation and gratitude for the same.

Rotation

At the forthcoming 87^th Annual General Meeting (AGM) of the Company, Shri S. K. Somany (DIN: 00001131) retires by
rotation and being eligible, offers himself for re-appointment in accordance with the provisions of the Companies Act,
2013 (“the Act”), and Articles of Association of the Company. The Board recommends his re-appointment.

Brief resume, nature of expertise and details of directorship held in other companies of Shri S. K. Somany, proposed
to be appointed is given in the Notice of the Ensuing General Meeting (AGM), as stated under Secretarial Standard 2
and Regulation 36 of the SEBI (LODR) Regulations, 2015

None of the Directors are disqualified from being appointed or holding office as Directors as stipulated under Section
164(2) of the Companies Act, 2013.

Key Managerial Personnel

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the Rules framed
thereunder, the following persons are the Key Managerial Personnel of the Company as on March 31,2025 are Shri S.
K. Somany, Non-Executive Chairperson, Shri A. K. Somany, Managing Director & CEO, Shri Shrikant Bhairaveshwar
Bhat, Whole-time Director & Chief Financial Officer and Mrs. Reena Prasad, Company Secretary & Compliance
Officer.

16. DECLARATION OF INDEPENDENT DIRECTORS

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

17. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall within the ambit of Section 135 of the Companies Act, 2013, read with the Companies
(Corporate Social Responsibilities Policy) Rules, 2014. Therefore the Annual Report on Corporate Social Responsibility
initiatives as required under the said act is not applicable to the Company. In view thereof, the Annual Report on CSR
activities is not annexed.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

The Company has not provided any loan to any person or body corporate or given any guarantee or provided security
in connection with such loan or made any investment in the securities of any Body Corporate pursuant to Section 186
of the Companies Act, 2013, during the financial year ended 31^st March, 2025.

19. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

The ‘Policy on Related Party Transaction', dealing with the review and approval of related party transactions, was
amended in line with the requirements of SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2018. The policy is available on the Company's website at the web link: www.somatextiles.com/home.
php/investors/policies.

All contracts/ arrangements/ transactions entered into by the Company, during the financial year, with related parties,
as defined under Section 188 of the Companies Act, 2013 and the relevant rules made thereunder, were in ordinary
course of business and on arm's length.

During the year under review, all RPTs entered by the Company were in the ordinary course of business and in respect
of transactions with related parties under Section 2(76) of the Act, are at arm's length basis and were approved by

the members of the Audit Committee including Independent Directors. The Company had sought the approval of
shareholders through Postal Ballot dated 12^th November, 2024 pursuant to Sections 110 and 108 of the Companies
Act, 2013 for material RPT as per Regulation 23 of the SEBI Listing Regulations. Similarly, the Company intends
seeking approval of its Members for material related party transactions for FY 2026 at its ensuing AGM to be held on
September 26, 2025.

All related party transactions were in compliance with the applicable provisions of the Companies Act 2013 and SEBI
Listing Regulations. Details with respect to transaction(s) with the Related Party(ies) entered into by the Company
during the reporting period are disclosed in the accompanying Financial Statements and the details pursuant to clause

(h) of Section 134(3) of Act and Rule 8(2) of the Companies (Accounts), Rules 2014 are given in the form AOC-2
which is annexed to this Report and forms an integral part of this Report.

20. LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed at the following Stock Exchanges:-

(a) BSE Limited (BSE).

Address: Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001

(b) National Stock Exchange of India Limited (NSE).

Address: Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai-400051.

NOTE:

(i) Listing fees have been paid to the Stock Exchanges for the year 2025-26.

(ii) The Calcutta Stock Exchange Association Ltd. has vide its Letter No. CSEA/ID/223/2008 dated 16^th April, 2008,
confirmed the delisting of Company's Shares from the official List of their exchange. However Equity Shares
have been allowed to be traded under the “Permitted Category” on the Exchange considering the interest of
General Investors in the Company.

Stock Code

(i) NSE - SOMATEX, (ii) BSE - 521034, (iii) CSE - 29067.

De-mat ISIN Number in NSDL & CDSL - ISIN - INE 314C01013.

21. DELISTING FROM STOCK EXCHANGE

The Company had vide its application dated 31 ^st March, 2021 submitted an application for voluntary delisting of
its equity shares from BSE Limited pursuant to applicable regulations under the SEBI (Delisting of Equity Shares)
Regulations. However, after careful consideration, the Board of Directors has decided not to pursue the delisting
application any further. Accordingly, the Company has withdrawn/dropped the said application, and the equity shares
of the Company shall continue to remain listed on BSE Limited.

Further, the Equity Shares of the Company will continue to be listed on Bombay Stock Exchange Ltd and National
Stock Exchange of India Limited.

22. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR
REPORTS

The Auditors Report and Secretarial Auditors Report do not contain any reservation, qualification or adverse remark
and therefore need no explanations or comments from the Board of Directors.

23. BOARD’S EVALUATION OF THE PERFORMANCE

In compliance with the Companies Act, 2013, and SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015, the Board has carried out an annual evaluation of its own performance, and that of its Committees and Individual
Directors. Feedback was sought by way of a structured questionnaire covering various aspect of Board's functioning,
such as adequacy of the Composition of the Board and its Committee, Board culture, execution and performance
of specific duties obligations and governance. The manner in which the evaluation has been carried out has been
provided in the Corporate Governance Report, forming part of Board's Report.

24. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the year Four (4) Board Meetings were held, the details of which are given in the Report on Corporate
Governance, that forms part of the Board's Report.

The maximum interval between the two meetings did not exceeded 120 days, as prescribed in the Companies Act,
2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

25. AUDIT COMMITTEE

The Audit Committee comprises of Four (4) members, Majority of them are Independent Directors namely; Shri O.
P. Kabra Chairman, Shri A. N. Shah, Mrs. Rita Chatterjee., and Shri S. K. Somany a Non-Independent & Promoter
Director, as other member of the Committee. Thus the composition is in conformity with the requirements of section
134(3) and section 177(8) of the Companies Act, 2013, read with the provisions of SEBI (LODR) Regulations, 2015.

Four (4) Meetings of the Audit Committee were held during the year under review, the details of which are given in the
Report on Corporate Governance, forming part of this Report. The Board of Directors accepted all recommendations
of the Audit Committee in the reporting period.

26. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

The Company has in place a Whistle Blower Policy, as a part of Vigil Mechanism to provide appropriate avenues to
the Directors, employees and other Stakeholders of the Company to bring to the attention of the Management any
issue which is perceived to be in violation of or in conflict with the Code of conduct, values, principles and beliefs
of the Company. The established Vigil Mechanism helps to report concerns about any unethical conduct, financial
malpractices or any unhealthy practice prevalent in the Company.

The said Vigil Mechanism provides for adequate safeguards against victimization of persons who use such mechanism
and also provides for direct excess to the Chairman of the Audit Committee.

The details of this Policy is explained in the Corporate Governance Report forming part of Board's Report and are also
available on the Company's website; www.somatextiles.com/home.php/investors/policies.

27. REMUNERATION POLICY

The Board has, on recommendation of the Nomination & Remuneration Committee framed a policy for selection and
appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications,
positive attributes, independence of Directors and other matters as per Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”). The salient features of Company's
Nomination and Remuneration Policy is stated in the Corporate Governance Report. The Policy is available on the
website of the Company viz. www.somatextiles.com.

28. CORPORATE GOVERNANCE

Your Company upholds the Standards of Governance and is compliant with the provisions of Corporate Governance,
as Stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (listing Regulations).

A Report on ‘Corporate Governance' as well as the certificate from Company's Statutory Auditors, confirming
compliance with the requirements of SEBI Listing Regulations, forms part of the Annual Report

29. CORPORATE GOVERNANCE - VOLUNTARY GUIDELINES 2009

The Ministry of Corporate Affairs, Government of India, had issued a set of Voluntary Guidelines 2009 on Corporate
Governance in December, 2009, for voluntary adoption of a set of good practices by the Corporate Sector. These
guidelines are expected to serve as a bench mark for the Corporate Sector and also help them in achieving the
highest Standard of Corporate Governance. Guidelines are reviewed by the Management from time to time to ensure
the adherence of the same voluntarily commensurate with the requirements, best suited to your Company gradually
in phases.

30. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report under review, as stipulated under SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 is presented by virtue of an Annexure, forming part of the Directors'
Report.

31. DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company to the best of
their knowledge and belief and on the basis of information and explanation obtained from the operating management,
hereby states and confirms: -

(a) that in the preparation of attached Annual Accounts for the Financial Year ended 31^st March, 2025 the applicable
Accounting Standards have been followed along with proper explanation relating to material departures,
wherever, applicable;

(b) that they have selected the Accounting Policies described in notes to accounts, which have been consistently
applied, except where otherwise stated 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 on 31^st March, 2025 and of the loss of the
Company for the year ended on that day.

(c) that 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; and

(d) that they have prepared the attached Annual Accounts on a ‘going concern' basis.

(e) that they had laid down internal financial controls to be followed by the Company and that such internal controls
are adequate and were operating effectively.

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

32. STATUTORY AUDITORS

In compliance with the provisions of Section 139 and other applicable provisions of the Companies Act, 2013 and the
Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s)/ re-enactment(s)/ amendment(s)
thereof, for the time being in force), the Members at the Eighty-fourth (84^th) Annual General Meeting held on 31^st
August 2022, had appointed M/s. Pipara & Co.LLP, Chartered Accountants (ICAI Registration No. 107929W), as the
Statutory Auditors of the Company, to hold office for a term of five (5) consecutive years from the conclusion of the 84^th
Annual General Meeting until the conclusion of the 89^th Annual General Meeting of the Company.

However, with the Notification dated May 7, 2018 issued by the Ministry of Corporate Affairs (‘MCA'), the first proviso
to section 139(1) of the Companies Act, 2013, pertaining to the requirement of annual ratification of appointment of
Auditors by Members is omitted.

Accordingly, as per the Companies (Amendment) Act, 2017, ratification of the appointment of Statutory Auditors during
their period of appointment will not be considered.

33. SECRETARIAL AUDITOR

The Board has appointed M/s. Drolia & Company, Company Secretaries, Kolkata, in practice having Certificate of
Practice No. 1362, as the Secretarial Auditors of the Company for carrying out the audit of secretarial and other
relevant records of the Company for a term of five years i.e. from the financial year 2025-26 upto the financial year
2029-30.

Necessary resolutions for obtaining approval of the Members in respect of the above appointment have been
incorporated in the notice of the forthcoming Annual General Meeting.

34. MANAGERIAL REMUNERATION

Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as
required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is attached to this Report.

35. SECRETARIAL AUDIT REPORT

A Secretarial Audit Report given by the Secretarial Auditors for the financial year ended 31 ^st March, 2025, in the
prescribed form MR-3 is annexed herewith as Annexure to this Report and forms an integral part of this Report.

There are no qualifications, reservations and adverse remarks made by the Secretarial Auditors in their Report.

36. INDUSTRIAL RELATIONS

Industrial relations in your Company, during the year under review continued to be cordial and harmonious.

37. COST AUDITORS

Manufacturing unit of the Company at Ahmedabad was closed as per the Order of Supreme Court following the order
of High Court, Gujarat. Therefore, there is no requirement to appoint Cost Auditor in terms of the applicable provisions
of the Companies Act, 2013, read with the Companies (Cost Records & Audit) Amendment Rules, 2014.

38. DEPOSITORY SYSTEMS

The Company's Shares are currently traded in dematerialized form, as per the SEBI directives and the Company
has entered in to agreements with the following Depositories i.e. National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL), for trading in dematerialized form.

Members are therefore advised to avail of the services either of the depositories, to dematerialize their physical
shares, if any held by them, for trading in Company's shares smoothly and conveniently.

As on March 31, 2025, 32,547,305 Equity Shares are held in dematerialized form and represent 98.53% of the
Company's total paid up Capital.

39. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment
of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 to ensure harassment free workplace for
employees. Sexual harassment cases are dealt as per the Company's Policy on ‘Prevention of Sexual Harassment'.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Disclosure on such cases are as follows:-

a) Number of complaints of sexual harassment received in the year 2024-25: NIL

b) Number of complaints disposed off during the year 2024-25: NIL

c) Number of cases pending for more than 90 days: NIL

40. ACCOUNTS OF THE SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

The statement containing the silent features of the financial statement of the company's associate companies under
the first proviso to sub-section (3) of section 129 of Companies Act, 2013 is enclosed as AOC-1 in the Annexure.

41. PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration for the year or part of the year under review, in
excess of the amount of remuneration prescribed under Section 197 of the Companies Act, 2013 read with Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended upto
date.

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration) Rules, 2014 is annexed and forms a part of this Report.

42. EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return in prescribed
format may be accessed on the Company's website at www.somatextiles.com.

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

The Company is primarily engaged in the business of manufacturing of Cotton Yarn, Denim Fabrics, Shirtings and
Garments.

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, required to be
disclosed pursuant to Section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts)
Rules, 2014, as amended is given in the Annexure and forms part of this Report.

44. RISK MANAGEMENT

The Company has in place mechanism to inform Board Members about the Risk Assessment and Risk Minimization
procedures which are periodically reviewed to ensure that risks and uncertainties are systematically identified,
prioritized and initiated on constant basis.

The risk management procedure is reviewed by the Audit Committee from time to time to ensure that the executive
management controls the risks and uncertainties through a proper defined framework and major risks, are properly
and systematically addressed through mitigation actions on continuing basis.

45. BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report as per Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, describing the initiatives taken by them from an environmental, social and governance perspective
is not applicable to the Company, for the financial year 2024-25 as per the SEBI Notification dated 22^nd December,
2015 and Frequently Asked Questions issued by SEBI on SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 dated 29^th January, 2016.

46. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis describing Company's objectives,
expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations.
Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future
performance and outlook.

47. VARIATION IN VALUATION

During the year under review, there was no instance of one-time settlement with any bank or financial institution
necessitating disclosure or reporting in respect of difference in valuation done by the Company.

48. COMPLIANCE OF SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards as mandated by the Institute of Company Secretaries
of India.

49. OTHER DISCLOSURES/REPORTING:

Your Directors state that no disclosure and/or reporting is required in respect of the following items as there were no
transactions on these items during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise;

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going
concern status and Company's operations in future;

50. ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks and appreciation for the continuing support and assistance received
from the financial institutions, banks, government as well as non-government authorities, customers, vendors, stock
exchange and members during the period under review.

Your Company takes pride in all of its dedicated officers, employees and workers, who have been wholeheartedly
supporting and sincerely contributing their best for the success and growth of your Company as well as maintaining
harmonious relations throughout the Company.

On behalf of the Board

Place : Ahmedabad (S. K. SOMANY)

Date : 30^th May, 2025 Chairman