The Board of Directors of the Company have great pleasure in presenting the 31^st Boards' Report of the
Company together with Audited Financial Results for the year ended March 31, 2025. This report states
compliance as per the requirements of the Companies Act, 2013 ("the Act"), the Secretarial Standards, the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations") and other rules and regulations as applicable to the Company.

1. FINANCIAL PERFORMANCE:

The highlight of the financial performance of the Company for the year ended March 31, 2025 is summarized
as follows:

2. PRINCIPAL ACTIVITY AND FINANCIAL PERFORMANCE OVERVIEW:

PRINCIPAL ACTIVITY:

The principal activity of the Company is Manufacturing of garments. There have been no significant
changes in the nature of the principal activities during the financial year. The Company is trying to
make the optimum use of the resources so available.

FINANCIAL PERFORMANCE OVERVIEW

During the year under review, the Company has earned a total Income of Rs. 1,602.28 Lakhs for the
year ended March 31, 2025 as against Rs. 542.08 Lakhs in the previous financial year.

The Company has recorded a profit (PBT) of Rs (498.34) Lakhs for the year ended March 31, 2025
as compared to Rs 84.80 Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2025 stood at Rs (501.49) Lakhs as
compared to Rs 57.22 Lakhs in the previous financial year.

3. DIVIDEND/ TRANSFER TO RESERVES:

The Board of Directors of the Company has declared the Interim Dividend @150% (Rs 15/-Per Equity Share)
For the Financial Year 2024-2025.

The Board of directors of the company has not recommended final Dividend for the financial year 2024-25.

In Financial year 2024-25 the net reserve maintained with the Company is Rs. 1677.42 Lakhs, while in the
year 2023-24 reserve was Rs. 636.81 Lakhs.

Your Company has not transferred the profits for year ended March 31, 2025 to Reserves and Surplus.

4. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT:

There are no material changes and commitments between the end of the financial year of the company to
which the financial statement relates and the date of this report.

5. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 as amended from time to
time, during the year under review.

6. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the Business of the Company during the financial year ended March 31, 2025.

7. CAPITAL STRUCTURE:

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2025 was Rs 7,50,00,000 /- (Rupees Seven
Crore Fifty Lakhs) divided into 75,00,000 shares of Rs 10/- each.

ISSUED AND PAID-UP CAPITAL

The paid-up Equity Share Capital as on March 31, 2025 was Rs. 4,02,00,000 /- (Rupees Four Crore Two
Lakhs Only) divided into 40,20,000 Shares of Rs. 10/- each.

CHANGES IN SHARE CAPITAL: There is change in share capital of Company during the financial year. As the
Company has made Bonus issue of the shares of the company, hence the Issued and Paid-up Share Capital of
the Company was Increased from Rs 3,35,00,000 divided into 33,50,000 shares of Rs 10 Each to
Rs 4,02,00,000 divided into 40,20,000 shares of Rs 10 each.

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

As on March 31, 2025 the Company does not have Holding, Subsidiaries, Associate Company, and Joint
Venture Company.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board is duly constituted according to the provisions of the Company Act.

The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section
164(2) of the Companies Act, 2013 and declaration as to compliance with the Code of Conduct of the
Company.

The present Directors of the Company are Mr. Narain Nanik Hingorani, Mr. Kavita Narain Hingorani, Ms.
Vasantiben Jayantibhai Menat, Mr. Vijay Anant Chavan.

Further during the year under review, following changes regarding appointment/reappointment has been
done in Management of Company:

1. Appointment of Mr. Vijay Anant Chavan as Non-Executive Independent Directors of the Company;

2. Appointment of Ms. Vasantiben Jayantibhai Menat as Non-Executive Independent Directors of the
Company;

3. Resignation of Ms. Devanshi Damani as a Non-Executive Independent director;

4. Resignation of Ms. Nidhi Grover as a Non-Executive Independent director;

5. Resignation of Mr. Bhagwan Shivaji Gore as a Company Secretary & Compliance Officer.

6. Appointment of Ms. Mitali Chhoriya as a Company Secretary & Compliance Officer;

7. Details of all Directors/KMP which has been appointed/resigned has been mentioned below:

Further during the year under review, following changes regarding appointment/reappointment has been
done in Management of Company:

10. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has
received individual declarations from all the Independent Directors confirming that they fulfil the criteria of
Independence as specified in Section 149(6) of the Companies Act, 2013.

The Independent Director have complied with the Code of Conduct for Independent Directors prescribed in
Schedule IV of the Act. In view of the available time limit, those Independent Director who are required to
undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, had committed to perform the test within time
limit stipulated under the act however two Independent directors yet to complete the online proficiency self¬
assessment test as they have two years' time period for completion of the same and company already ask
them to complete online proficiency self-assessment test. The Company has received declarations from all
Independent Directors of the Company confirming that they continue to meet the criteria of Independence as
prescribed under Section 149 of the Companies Act 2013.

11. BOARD AND COMMITTEE MEETING:

Number of Board Meetings:

During the financial year ended March 31, 2025, fourteen (14) meetings of the Board of Directors were
conducted in accordance with the provisions of the Companies Act, 2013 and rules made there under. The
intervening gap between two Board Meeting was within the period prescribed under the Companies Act,
2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and
Directors of the Company actively participated in the meetings and contributed valuable inputs on the
matters brought before the Board of Directors from time to time.

12. COMMITTEES OF THE BOARD:

The Company has three committees viz; Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee which has been established as a part of the better Corporate
Governance practices and is in compliance with the requirements of the relevant provisions of applicable
laws and statutes.

I. Audit Committee:

The Audit Committee of the Company is constituted under the provisions of section 177 of the Companies
Act, 2013.

All the recommendation made by the Audit Committee in the financial year 2024-25 was approved by the
Board.

Meeting of Audit Committee and Relevant Quorum:

The Audit Committee shall meet at least four times in a year and not more than one hundred and twenty days
shall elapse between two meetings. The quorum for Audit Committee meeting shall either be two members
or one third of the members of the Audit Committee, whichever is greater, with at least two Independent
Directors.

The Chairman of the Committee must attend the Annual General Meetings of the Company to provide
clarifications on matters relating to the audit.

During the year under review, the Company held 9 (Nine) Audit Committee meetings. And There was
Reconstitution of Audit Committee on 21^st January 2025. As Devanshi Damani has resigned from the position
and Appointing Mr. Vijay Anant Chavan and Vasantiben Jayantibhai Menat in the present Audit Committee.

Company Secretary shall act as the secretary to the Audit Committee.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committee of the Company is constituted under the provisions of section
177 of the Companies Act, 2013.

Composition of the Committee:

Meeting of Nomination and Remuneration Committee and Relevant Quorum:

The quorum necessary for a meeting of the Nomination and Remuneration Committee shall be two members
or one third of the members, whichever is greater. The Committee is required to meet at least once a year.

During the year under review, the Company held 3 (Three) Nomination and Remuneration Committee
meetings. There was also a Reconstitution in the Committee as Devanshi Damani has resigned from the
position in the Company on 21^st January 2025 and appointed Vijay Anant Chavan and Vasantiben Jayantibhai
Menat in the present Nomination and Remuneration Committee of the Company

Company Secretary shall act as the secretary to the Nomination and Remuneration Committee.

The Stakeholder Relationship Committee of the Company is constituted under the provisions of section 177
of the Companies Act, 2013.

Composition of the Committee:

Meeting of Stakeholder's Relationship Committee and Relevant Quorum:

The Stakeholder’s Relationship Committee shall meet once in a year. The quorum for a meeting of the
Stakeholder's Relationship Committee shall be two members present.

During the year under review, the Company held 1 (one) Stakeholders Relationship Committee meeting.
Company Secretary shall act as the secretary to the Stakeholder's Relationship Committee.

13. NOMINATION AND REMUNERATION POLICY:

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board,
among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional
experience and knowledge of the Board members necessary for achieving sustainable and balanced
development. In terms of SEBI Listing Regulations and Act, the Company has in place Nomination &
Remuneration Policy.

The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall
formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board
of Directors of the Company and persons in the Senior Management of the Company, their remuneration
including determination of qualifications, positive attributes, independence of directors and other matters as
provided under sub-section (3) of Section 178 of the Act (including any statutory modification(s) or re-
enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation
of performance of Board as a whole, Committees of the Board, Individual Directors including the Chairperson
and the Independent Directors. The aforesaid Nomination and Remuneration Policy has been uploaded on
the website of your Company www.ceenikexports.in

14. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 15(2)(a) of the SEBI Listing Regulations, the provisions of regulations 17, 17A, 18,
19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub regulation (2) of regulation 46 and
para C, D and E of Schedule V of SEBI Listing Regulations are not applicable to the Company.

The company has duly filed Non-Applicability Certificate of Corporate Governance under Regulation 27 of
(Listing Obligations and Disclosure Requirements) Regulations, 2015 with the exchange.

15. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/ brochures, reports and internal policies to
enable them to familiarize with the Company's procedures and practices, the website link is
www.ceenikexports.in/

ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, a structured questionnaire
was prepared for evaluating the performance of Board, its Committees and Individual Director including
Independent Directors. The questionnaires were prepared after taking into consideration the various facets
related to working of Board, its committee and roles and responsibilities of Director. The Board and the
Nomination and Remuneration Committee reviewed the performance of the Individual Directors including
Independent Directors on the basis of the criteria and framework adopted by the Board. Further, the
performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all
the Directors on the basis of various criteria. The Board of Directors expressed their satisfaction with the
evaluation process. In a separate meeting of Independent Directors, the performance of Non-Independent
Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into
account the views of the Executive Directors and Non-Executive Directors.

16. CORPORATE SOCIAL RESPONSIBILITY:

The Company does not fulfil any of the three criteria specified in Section 135(1) of the Companies Act, 2013
and as such is not required to comply with the provisions of Section 135 and the Companies (Corporate
Social Responsibility Policy) Rules, 2014.

17. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and
employees can voice their genuine concerns or grievances about any unethical or unacceptable business
practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a
corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the
Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are
accorded complete protection from any kind of unfair treatment or victimization. The Whistle Blower Policy
is disclosed on the website of the Company at www.ceenikexports.in/

RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for the
Company. The Audit Committee has additional oversight in the area of financial risk and controls. Major risks
identified by the businesses and functions are systematically addressed through mitigating actions on
continuing basis.

18. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 are
given in the Note to the Financial Statements.

19. MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS

No order, whether significant and/or material has been passed by any regulators, courts, tribunals impacting
the going concern status and Company's operations in future.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF
THE ACT

The particulars of the contracts or arrangements entered into by the Company with related parties as referred to in
Section 134(3)(h) read with section 188(1) of the Act and rules framed thereunder, in the Form No. AOC-2 are
annexed and marked as Annexure - I.

21. AUDITORS:

STATUTORY AUDITORS

M/s. J. S. Uberoi & Co., Chartered Accountants (Firm Registration No. 111107W) were appointed as the
statutory auditors of the Company at the 30^th Annual General Meeting of the Company for a term of five
consecutive years i.e. from the conclusion of 30^th AGM, till the conclusion of 35^th AGM in terms of provisions
of section 139 of the Act.

Further the Statutory Auditors have submitted their Report on the Financial Statements for the financial year
ended March 31, 2025, which forms part of this Report. Also, there is no qualifications, reservations or
adverse remarks made by the M/s. J. S. Uberoi & Co., Statutory Auditor of Company in their Audit Report for
the year under review.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Dilip Swarnkar & Associates,
Practicing Company Secretary, as Secretarial Auditors of the Company for the year under review. The
Secretarial Audit report received from the Secretarial Auditors is annexed to this report marked as
Annexure-II and forms part of this report.

INTERNAL AUDITORS

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the
provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed Mr.
Sunil Powar as the Internal Auditor of your Company for the year under review. The Internal Auditor
conducts the internal audit of the functions and operations of the Company.

AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT

Statutory Auditor's Report: There are no qualifications, reservations or adverse remarks made by
Statutory Auditors in the Auditor's report. The Statutory Auditors have not reported any incident of fraud to
the Audit Committee of the Company under subsection (12) of section 143 of the Companies Act, 2013,
during the year under review.

The notes on accounts referred to the Auditors' Report are self-explanatory and therefore, do not call for any
further explanation.

Secretarial Auditor's Report: There are no qualifications, reservations or adverse remarks made by
Statutory Auditors in the Auditor's report.

22. EXTRACTS OF ANNUAL RETURN:

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Companies
(Management and Administration) Rules, 2014, the Annual Return as on March 31, 2025 is available on the
Company’s website www.ceenikexports.in.

23. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Management Discussion and Analysis Report in terms of the provisions of Regulation 34 of the SEBI
(Listing Regulations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is enclosed as a
part of this report as Annexure - III.

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

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014:

[A] CONSERVATION OF ENERGY:

1. Steps taken and impact on conservation of energy: Not Applicable

2. Steps taken by the Company for utilizing alternate sources of energy: None

3. Capital investment on energy conservation equipment: None

[B] TECHNOLOGY ABSORPTION:

1. Efforts made towards technology absorption: There is no imported technologies

2. Benefits derived like product improvement, cost reduction, product development or import
substitution: Not Applicable

3. Information regarding technology imported ruing the last three years: No Technology is imported

4. Expenditure incurred on Research and Development:

Further the Company has ceased its Garments and Textile business operations with effect from April 1, 2025.
The details of Foreign Exchange Earnings and Outgo during the year are NIL.

25. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF
THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in this Report as Annexure IV which forms part of this Report.

26. HUMAN RESOURCES

The relations with the employees and associates continued to remain cordial throughout the year. The
Directors of your Company wish to place on record their appreciation for the excellent team spirit and
dedication displayed by the employees of the Company.

27. INDIAN ACCOUNTING STANDARDS:

The Ministry of Corporate affairs vide its notification dated February 16, 2015 has notified the Companies
(Indian Accounting Standards) Rules, 2015. In pursuance of this notification, the Company has adopted IND
AS and the financial statements for the year ended March 31, 2025 are prepared in accordance to the same.

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

The Company is committed to provide a safe and conducive work environment to its employees. There exist
at the group level an Internal Complaints Committee ('ICC') constituted under The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to
sexual harassment and employees are made aware about the consequences of such acts and about the
constitution of ICC. During the year under review, no complaints were filed with the Committee under the
provisions of the said Act in relation to the workplace/s of the Company.

29. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of
India on Board meetings and Annual General Meetings.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards and that such systems are adequate and operating effectively.

30. MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of cost records as specified by the Central Government under sub
section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company up to March 31,
2025 and accordingly such accounts and records were not required to be maintained.

31. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate Internal Financial Controls with reference to financial statements.
During the year under review, such controls were tested and no reportable material weakness in the design
or operation was observed.

32. GREEN INITIATIVES

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 Notice of the AGM along with the Annual Report 2024-25 is being sent only through electronic mode to
those Members whose email addresses are registered with the Company/ Depositories. Members may note
that the Notice and Annual Report 2024-25 will also be available on the Company’s website
www.ceenikexports.in

33. INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankruptcy
Code 2016.

34. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, there were no transactions or events with respect to the one-time settlement
with any bank or financial institution; hence no disclosure or reporting is required.

35. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013 ('the Act'), with respect to Directors Responsibility
Statement it is hereby confirmed:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2025
and the Statement of Profit & Loss for the year ended as on that date, have been prepared on a going
concern basis following applicable accounting standards and that no material departures have been
made from the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related to
these financial statements have been made on a prudent and reasonable basis, so as to give a true
and fair view of the state of affairs of the Company as at March 31, 2025, and, of the profits and loss
of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company
and to prevent and detect fraud and other irregularities;

d) Requisite Internal Financial Controls to be followed by the Company were laid down and that such
internal financial controls are adequate and operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws
and such systems are adequate and operating effectively.

36. ACKNOWLEDGEMENTS:

Your Director's place on record their sincere thanks to bankers, business associates, consultants, and various
Government Authorities for their continued support extended to your Companies activities during the year
under review. Your Director’s also acknowledges gratefully the shareholders for their support and
confidence reposed on your Company.

By the order of the Board
For Ceenik Exports (India) Limited

Sd/-

Place: Mumbai (Narain Nanik Hingorani)

Date: 12/08/2025 Chairman & Managing Director

DIN:00275453

The Board of Directors of the Company have great pleasure in presenting the 31^st Boards' Report of the
Company together with Audited Financial Results for the year ended March 31, 2025. This report states
compliance as per the requirements of the Companies Act, 2013 ("the Act"), the Secretarial Standards, the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations") and other rules and regulations as applicable to the Company.

1. FINANCIAL PERFORMANCE:

The highlight of the financial performance of the Company for the year ended March 31, 2025 is summarized
as follows:

2. PRINCIPAL ACTIVITY AND FINANCIAL PERFORMANCE OVERVIEW:

PRINCIPAL ACTIVITY:

The principal activity of the Company is Manufacturing of garments. There have been no significant
changes in the nature of the principal activities during the financial year. The Company is trying to
make the optimum use of the resources so available.

FINANCIAL PERFORMANCE OVERVIEW

During the year under review, the Company has earned a total Income of Rs. 1,602.28 Lakhs for the
year ended March 31, 2025 as against Rs. 542.08 Lakhs in the previous financial year.

The Company has recorded a profit (PBT) of Rs (498.34) Lakhs for the year ended March 31, 2025
as compared to Rs 84.80 Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2025 stood at Rs (501.49) Lakhs as
compared to Rs 57.22 Lakhs in the previous financial year.

3. DIVIDEND/ TRANSFER TO RESERVES:

The Board of Directors of the Company has declared the Interim Dividend @150% (Rs 15/-Per Equity Share)
For the Financial Year 2024-2025.

The Board of directors of the company has not recommended final Dividend for the financial year 2024-25.

In Financial year 2024-25 the net reserve maintained with the Company is Rs. 1677.42 Lakhs, while in the
year 2023-24 reserve was Rs. 636.81 Lakhs.

Your Company has not transferred the profits for year ended March 31, 2025 to Reserves and Surplus.

4. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT:

There are no material changes and commitments between the end of the financial year of the company to
which the financial statement relates and the date of this report.

5. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 as amended from time to
time, during the year under review.

6. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the Business of the Company during the financial year ended March 31, 2025.

7. CAPITAL STRUCTURE:

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2025 was Rs 7,50,00,000 /- (Rupees Seven
Crore Fifty Lakhs) divided into 75,00,000 shares of Rs 10/- each.

ISSUED AND PAID-UP CAPITAL

The paid-up Equity Share Capital as on March 31, 2025 was Rs. 4,02,00,000 /- (Rupees Four Crore Two
Lakhs Only) divided into 40,20,000 Shares of Rs. 10/- each.

CHANGES IN SHARE CAPITAL: There is change in share capital of Company during the financial year. As the
Company has made Bonus issue of the shares of the company, hence the Issued and Paid-up Share Capital of
the Company was Increased from Rs 3,35,00,000 divided into 33,50,000 shares of Rs 10 Each to
Rs 4,02,00,000 divided into 40,20,000 shares of Rs 10 each.

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

As on March 31, 2025 the Company does not have Holding, Subsidiaries, Associate Company, and Joint
Venture Company.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board is duly constituted according to the provisions of the Company Act.

The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section
164(2) of the Companies Act, 2013 and declaration as to compliance with the Code of Conduct of the
Company.

The present Directors of the Company are Mr. Narain Nanik Hingorani, Mr. Kavita Narain Hingorani, Ms.
Vasantiben Jayantibhai Menat, Mr. Vijay Anant Chavan.

Further during the year under review, following changes regarding appointment/reappointment has been
done in Management of Company:

1. Appointment of Mr. Vijay Anant Chavan as Non-Executive Independent Directors of the Company;

2. Appointment of Ms. Vasantiben Jayantibhai Menat as Non-Executive Independent Directors of the
Company;

3. Resignation of Ms. Devanshi Damani as a Non-Executive Independent director;

4. Resignation of Ms. Nidhi Grover as a Non-Executive Independent director;

5. Resignation of Mr. Bhagwan Shivaji Gore as a Company Secretary & Compliance Officer.

6. Appointment of Ms. Mitali Chhoriya as a Company Secretary & Compliance Officer;

7. Details of all Directors/KMP which has been appointed/resigned has been mentioned below:

Further during the year under review, following changes regarding appointment/reappointment has been
done in Management of Company:

10. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has
received individual declarations from all the Independent Directors confirming that they fulfil the criteria of
Independence as specified in Section 149(6) of the Companies Act, 2013.

The Independent Director have complied with the Code of Conduct for Independent Directors prescribed in
Schedule IV of the Act. In view of the available time limit, those Independent Director who are required to
undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, had committed to perform the test within time
limit stipulated under the act however two Independent directors yet to complete the online proficiency self¬
assessment test as they have two years' time period for completion of the same and company already ask
them to complete online proficiency self-assessment test. The Company has received declarations from all
Independent Directors of the Company confirming that they continue to meet the criteria of Independence as
prescribed under Section 149 of the Companies Act 2013.

11. BOARD AND COMMITTEE MEETING:

Number of Board Meetings:

During the financial year ended March 31, 2025, fourteen (14) meetings of the Board of Directors were
conducted in accordance with the provisions of the Companies Act, 2013 and rules made there under. The
intervening gap between two Board Meeting was within the period prescribed under the Companies Act,
2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and
Directors of the Company actively participated in the meetings and contributed valuable inputs on the
matters brought before the Board of Directors from time to time.

12. COMMITTEES OF THE BOARD:

The Company has three committees viz; Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee which has been established as a part of the better Corporate
Governance practices and is in compliance with the requirements of the relevant provisions of applicable
laws and statutes.

I. Audit Committee:

The Audit Committee of the Company is constituted under the provisions of section 177 of the Companies
Act, 2013.

All the recommendation made by the Audit Committee in the financial year 2024-25 was approved by the
Board.

Meeting of Audit Committee and Relevant Quorum:

The Audit Committee shall meet at least four times in a year and not more than one hundred and twenty days
shall elapse between two meetings. The quorum for Audit Committee meeting shall either be two members
or one third of the members of the Audit Committee, whichever is greater, with at least two Independent
Directors.

The Chairman of the Committee must attend the Annual General Meetings of the Company to provide
clarifications on matters relating to the audit.

During the year under review, the Company held 9 (Nine) Audit Committee meetings. And There was
Reconstitution of Audit Committee on 21^st January 2025. As Devanshi Damani has resigned from the position
and Appointing Mr. Vijay Anant Chavan and Vasantiben Jayantibhai Menat in the present Audit Committee.

Company Secretary shall act as the secretary to the Audit Committee.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committee of the Company is constituted under the provisions of section
177 of the Companies Act, 2013.

Composition of the Committee:

Meeting of Nomination and Remuneration Committee and Relevant Quorum:

The quorum necessary for a meeting of the Nomination and Remuneration Committee shall be two members
or one third of the members, whichever is greater. The Committee is required to meet at least once a year.

During the year under review, the Company held 3 (Three) Nomination and Remuneration Committee
meetings. There was also a Reconstitution in the Committee as Devanshi Damani has resigned from the
position in the Company on 21^st January 2025 and appointed Vijay Anant Chavan and Vasantiben Jayantibhai
Menat in the present Nomination and Remuneration Committee of the Company

Company Secretary shall act as the secretary to the Nomination and Remuneration Committee.

The Stakeholder Relationship Committee of the Company is constituted under the provisions of section 177
of the Companies Act, 2013.

Composition of the Committee:

Meeting of Stakeholder's Relationship Committee and Relevant Quorum:

The Stakeholder’s Relationship Committee shall meet once in a year. The quorum for a meeting of the
Stakeholder's Relationship Committee shall be two members present.

During the year under review, the Company held 1 (one) Stakeholders Relationship Committee meeting.
Company Secretary shall act as the secretary to the Stakeholder's Relationship Committee.

13. NOMINATION AND REMUNERATION POLICY:

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board,
among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional
experience and knowledge of the Board members necessary for achieving sustainable and balanced
development. In terms of SEBI Listing Regulations and Act, the Company has in place Nomination &
Remuneration Policy.

The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall
formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board
of Directors of the Company and persons in the Senior Management of the Company, their remuneration
including determination of qualifications, positive attributes, independence of directors and other matters as
provided under sub-section (3) of Section 178 of the Act (including any statutory modification(s) or re-
enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation
of performance of Board as a whole, Committees of the Board, Individual Directors including the Chairperson
and the Independent Directors. The aforesaid Nomination and Remuneration Policy has been uploaded on
the website of your Company www.ceenikexports.in

14. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 15(2)(a) of the SEBI Listing Regulations, the provisions of regulations 17, 17A, 18,
19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub regulation (2) of regulation 46 and
para C, D and E of Schedule V of SEBI Listing Regulations are not applicable to the Company.

The company has duly filed Non-Applicability Certificate of Corporate Governance under Regulation 27 of
(Listing Obligations and Disclosure Requirements) Regulations, 2015 with the exchange.

15. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/ brochures, reports and internal policies to
enable them to familiarize with the Company's procedures and practices, the website link is
www.ceenikexports.in/

ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, a structured questionnaire
was prepared for evaluating the performance of Board, its Committees and Individual Director including
Independent Directors. The questionnaires were prepared after taking into consideration the various facets
related to working of Board, its committee and roles and responsibilities of Director. The Board and the
Nomination and Remuneration Committee reviewed the performance of the Individual Directors including
Independent Directors on the basis of the criteria and framework adopted by the Board. Further, the
performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all
the Directors on the basis of various criteria. The Board of Directors expressed their satisfaction with the
evaluation process. In a separate meeting of Independent Directors, the performance of Non-Independent
Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into
account the views of the Executive Directors and Non-Executive Directors.

16. CORPORATE SOCIAL RESPONSIBILITY:

The Company does not fulfil any of the three criteria specified in Section 135(1) of the Companies Act, 2013
and as such is not required to comply with the provisions of Section 135 and the Companies (Corporate
Social Responsibility Policy) Rules, 2014.

17. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and
employees can voice their genuine concerns or grievances about any unethical or unacceptable business
practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a
corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the
Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are
accorded complete protection from any kind of unfair treatment or victimization. The Whistle Blower Policy
is disclosed on the website of the Company at www.ceenikexports.in/

RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for the
Company. The Audit Committee has additional oversight in the area of financial risk and controls. Major risks
identified by the businesses and functions are systematically addressed through mitigating actions on
continuing basis.

18. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 are
given in the Note to the Financial Statements.

19. MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS

No order, whether significant and/or material has been passed by any regulators, courts, tribunals impacting
the going concern status and Company's operations in future.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF
THE ACT

The particulars of the contracts or arrangements entered into by the Company with related parties as referred to in
Section 134(3)(h) read with section 188(1) of the Act and rules framed thereunder, in the Form No. AOC-2 are
annexed and marked as Annexure - I.

21. AUDITORS:

STATUTORY AUDITORS

M/s. J. S. Uberoi & Co., Chartered Accountants (Firm Registration No. 111107W) were appointed as the
statutory auditors of the Company at the 30^th Annual General Meeting of the Company for a term of five
consecutive years i.e. from the conclusion of 30^th AGM, till the conclusion of 35^th AGM in terms of provisions
of section 139 of the Act.

Further the Statutory Auditors have submitted their Report on the Financial Statements for the financial year
ended March 31, 2025, which forms part of this Report. Also, there is no qualifications, reservations or
adverse remarks made by the M/s. J. S. Uberoi & Co., Statutory Auditor of Company in their Audit Report for
the year under review.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Dilip Swarnkar & Associates,
Practicing Company Secretary, as Secretarial Auditors of the Company for the year under review. The
Secretarial Audit report received from the Secretarial Auditors is annexed to this report marked as
Annexure-II and forms part of this report.

INTERNAL AUDITORS

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the
provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed Mr.
Sunil Powar as the Internal Auditor of your Company for the year under review. The Internal Auditor
conducts the internal audit of the functions and operations of the Company.

AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT

Statutory Auditor's Report: There are no qualifications, reservations or adverse remarks made by
Statutory Auditors in the Auditor's report. The Statutory Auditors have not reported any incident of fraud to
the Audit Committee of the Company under subsection (12) of section 143 of the Companies Act, 2013,
during the year under review.

The notes on accounts referred to the Auditors' Report are self-explanatory and therefore, do not call for any
further explanation.

Secretarial Auditor's Report: There are no qualifications, reservations or adverse remarks made by
Statutory Auditors in the Auditor's report.

22. EXTRACTS OF ANNUAL RETURN:

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Companies
(Management and Administration) Rules, 2014, the Annual Return as on March 31, 2025 is available on the
Company’s website www.ceenikexports.in.

23. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Management Discussion and Analysis Report in terms of the provisions of Regulation 34 of the SEBI
(Listing Regulations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is enclosed as a
part of this report as Annexure - III.

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

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014:

[A] CONSERVATION OF ENERGY:

1. Steps taken and impact on conservation of energy: Not Applicable

2. Steps taken by the Company for utilizing alternate sources of energy: None

3. Capital investment on energy conservation equipment: None

[B] TECHNOLOGY ABSORPTION:

1. Efforts made towards technology absorption: There is no imported technologies

2. Benefits derived like product improvement, cost reduction, product development or import
substitution: Not Applicable

3. Information regarding technology imported ruing the last three years: No Technology is imported

4. Expenditure incurred on Research and Development:

Further the Company has ceased its Garments and Textile business operations with effect from April 1, 2025.
The details of Foreign Exchange Earnings and Outgo during the year are NIL.

25. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF
THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in this Report as Annexure IV which forms part of this Report.

26. HUMAN RESOURCES

The relations with the employees and associates continued to remain cordial throughout the year. The
Directors of your Company wish to place on record their appreciation for the excellent team spirit and
dedication displayed by the employees of the Company.

27. INDIAN ACCOUNTING STANDARDS:

The Ministry of Corporate affairs vide its notification dated February 16, 2015 has notified the Companies
(Indian Accounting Standards) Rules, 2015. In pursuance of this notification, the Company has adopted IND
AS and the financial statements for the year ended March 31, 2025 are prepared in accordance to the same.

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

The Company is committed to provide a safe and conducive work environment to its employees. There exist
at the group level an Internal Complaints Committee ('ICC') constituted under The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to
sexual harassment and employees are made aware about the consequences of such acts and about the
constitution of ICC. During the year under review, no complaints were filed with the Committee under the
provisions of the said Act in relation to the workplace/s of the Company.

29. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of
India on Board meetings and Annual General Meetings.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards and that such systems are adequate and operating effectively.

30. MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of cost records as specified by the Central Government under sub
section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company up to March 31,
2025 and accordingly such accounts and records were not required to be maintained.

31. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate Internal Financial Controls with reference to financial statements.
During the year under review, such controls were tested and no reportable material weakness in the design
or operation was observed.

32. GREEN INITIATIVES

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 Notice of the AGM along with the Annual Report 2024-25 is being sent only through electronic mode to
those Members whose email addresses are registered with the Company/ Depositories. Members may note
that the Notice and Annual Report 2024-25 will also be available on the Company’s website
www.ceenikexports.in

33. INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankruptcy
Code 2016.

34. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, there were no transactions or events with respect to the one-time settlement
with any bank or financial institution; hence no disclosure or reporting is required.

35. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013 ('the Act'), with respect to Directors Responsibility
Statement it is hereby confirmed:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2025
and the Statement of Profit & Loss for the year ended as on that date, have been prepared on a going
concern basis following applicable accounting standards and that no material departures have been
made from the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related to
these financial statements have been made on a prudent and reasonable basis, so as to give a true
and fair view of the state of affairs of the Company as at March 31, 2025, and, of the profits and loss
of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company
and to prevent and detect fraud and other irregularities;

d) Requisite Internal Financial Controls to be followed by the Company were laid down and that such
internal financial controls are adequate and operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws
and such systems are adequate and operating effectively.

36. ACKNOWLEDGEMENTS:

Your Director's place on record their sincere thanks to bankers, business associates, consultants, and various
Government Authorities for their continued support extended to your Companies activities during the year
under review. Your Director’s also acknowledges gratefully the shareholders for their support and
confidence reposed on your Company.

By the order of the Board
For Ceenik Exports (India) Limited

Sd/-

Place: Mumbai (Narain Nanik Hingorani)

Date: 12/08/2025 Chairman & Managing Director

DIN:00275453

The Board of Directors of the Company have great pleasure in presenting the 31^st Boards' Report of the
Company together with Audited Financial Results for the year ended March 31, 2025. This report states
compliance as per the requirements of the Companies Act, 2013 ("the Act"), the Secretarial Standards, the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations") and other rules and regulations as applicable to the Company.

1. FINANCIAL PERFORMANCE:

The highlight of the financial performance of the Company for the year ended March 31, 2025 is summarized
as follows:

2. PRINCIPAL ACTIVITY AND FINANCIAL PERFORMANCE OVERVIEW:

PRINCIPAL ACTIVITY:

The principal activity of the Company is Manufacturing of garments. There have been no significant
changes in the nature of the principal activities during the financial year. The Company is trying to
make the optimum use of the resources so available.

FINANCIAL PERFORMANCE OVERVIEW

During the year under review, the Company has earned a total Income of Rs. 1,602.28 Lakhs for the
year ended March 31, 2025 as against Rs. 542.08 Lakhs in the previous financial year.

The Company has recorded a profit (PBT) of Rs (498.34) Lakhs for the year ended March 31, 2025
as compared to Rs 84.80 Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2025 stood at Rs (501.49) Lakhs as
compared to Rs 57.22 Lakhs in the previous financial year.

3. DIVIDEND/ TRANSFER TO RESERVES:

The Board of Directors of the Company has declared the Interim Dividend @150% (Rs 15/-Per Equity Share)
For the Financial Year 2024-2025.

The Board of directors of the company has not recommended final Dividend for the financial year 2024-25.

In Financial year 2024-25 the net reserve maintained with the Company is Rs. 1677.42 Lakhs, while in the
year 2023-24 reserve was Rs. 636.81 Lakhs.

Your Company has not transferred the profits for year ended March 31, 2025 to Reserves and Surplus.

4. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT:

There are no material changes and commitments between the end of the financial year of the company to
which the financial statement relates and the date of this report.

5. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 as amended from time to
time, during the year under review.

6. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the Business of the Company during the financial year ended March 31, 2025.

7. CAPITAL STRUCTURE:

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2025 was Rs 7,50,00,000 /- (Rupees Seven
Crore Fifty Lakhs) divided into 75,00,000 shares of Rs 10/- each.

ISSUED AND PAID-UP CAPITAL

The paid-up Equity Share Capital as on March 31, 2025 was Rs. 4,02,00,000 /- (Rupees Four Crore Two
Lakhs Only) divided into 40,20,000 Shares of Rs. 10/- each.

CHANGES IN SHARE CAPITAL: There is change in share capital of Company during the financial year. As the
Company has made Bonus issue of the shares of the company, hence the Issued and Paid-up Share Capital of
the Company was Increased from Rs 3,35,00,000 divided into 33,50,000 shares of Rs 10 Each to
Rs 4,02,00,000 divided into 40,20,000 shares of Rs 10 each.

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

As on March 31, 2025 the Company does not have Holding, Subsidiaries, Associate Company, and Joint
Venture Company.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board is duly constituted according to the provisions of the Company Act.

The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section
164(2) of the Companies Act, 2013 and declaration as to compliance with the Code of Conduct of the
Company.

The present Directors of the Company are Mr. Narain Nanik Hingorani, Mr. Kavita Narain Hingorani, Ms.
Vasantiben Jayantibhai Menat, Mr. Vijay Anant Chavan.

Further during the year under review, following changes regarding appointment/reappointment has been
done in Management of Company:

1. Appointment of Mr. Vijay Anant Chavan as Non-Executive Independent Directors of the Company;

2. Appointment of Ms. Vasantiben Jayantibhai Menat as Non-Executive Independent Directors of the
Company;

3. Resignation of Ms. Devanshi Damani as a Non-Executive Independent director;

4. Resignation of Ms. Nidhi Grover as a Non-Executive Independent director;

5. Resignation of Mr. Bhagwan Shivaji Gore as a Company Secretary & Compliance Officer.

6. Appointment of Ms. Mitali Chhoriya as a Company Secretary & Compliance Officer;

7. Details of all Directors/KMP which has been appointed/resigned has been mentioned below:

Further during the year under review, following changes regarding appointment/reappointment has been
done in Management of Company:

10. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has
received individual declarations from all the Independent Directors confirming that they fulfil the criteria of
Independence as specified in Section 149(6) of the Companies Act, 2013.

The Independent Director have complied with the Code of Conduct for Independent Directors prescribed in
Schedule IV of the Act. In view of the available time limit, those Independent Director who are required to
undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, had committed to perform the test within time
limit stipulated under the act however two Independent directors yet to complete the online proficiency self¬
assessment test as they have two years' time period for completion of the same and company already ask
them to complete online proficiency self-assessment test. The Company has received declarations from all
Independent Directors of the Company confirming that they continue to meet the criteria of Independence as
prescribed under Section 149 of the Companies Act 2013.

11. BOARD AND COMMITTEE MEETING:

Number of Board Meetings:

During the financial year ended March 31, 2025, fourteen (14) meetings of the Board of Directors were
conducted in accordance with the provisions of the Companies Act, 2013 and rules made there under. The
intervening gap between two Board Meeting was within the period prescribed under the Companies Act,
2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and
Directors of the Company actively participated in the meetings and contributed valuable inputs on the
matters brought before the Board of Directors from time to time.

12. COMMITTEES OF THE BOARD:

The Company has three committees viz; Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee which has been established as a part of the better Corporate
Governance practices and is in compliance with the requirements of the relevant provisions of applicable
laws and statutes.

I. Audit Committee:

The Audit Committee of the Company is constituted under the provisions of section 177 of the Companies
Act, 2013.

All the recommendation made by the Audit Committee in the financial year 2024-25 was approved by the
Board.

Meeting of Audit Committee and Relevant Quorum:

The Audit Committee shall meet at least four times in a year and not more than one hundred and twenty days
shall elapse between two meetings. The quorum for Audit Committee meeting shall either be two members
or one third of the members of the Audit Committee, whichever is greater, with at least two Independent
Directors.

The Chairman of the Committee must attend the Annual General Meetings of the Company to provide
clarifications on matters relating to the audit.

During the year under review, the Company held 9 (Nine) Audit Committee meetings. And There was
Reconstitution of Audit Committee on 21^st January 2025. As Devanshi Damani has resigned from the position
and Appointing Mr. Vijay Anant Chavan and Vasantiben Jayantibhai Menat in the present Audit Committee.

Company Secretary shall act as the secretary to the Audit Committee.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committee of the Company is constituted under the provisions of section
177 of the Companies Act, 2013.

Composition of the Committee:

Meeting of Nomination and Remuneration Committee and Relevant Quorum:

The quorum necessary for a meeting of the Nomination and Remuneration Committee shall be two members
or one third of the members, whichever is greater. The Committee is required to meet at least once a year.

During the year under review, the Company held 3 (Three) Nomination and Remuneration Committee
meetings. There was also a Reconstitution in the Committee as Devanshi Damani has resigned from the
position in the Company on 21^st January 2025 and appointed Vijay Anant Chavan and Vasantiben Jayantibhai
Menat in the present Nomination and Remuneration Committee of the Company

Company Secretary shall act as the secretary to the Nomination and Remuneration Committee.

The Stakeholder Relationship Committee of the Company is constituted under the provisions of section 177
of the Companies Act, 2013.

Composition of the Committee:

Meeting of Stakeholder's Relationship Committee and Relevant Quorum:

The Stakeholder’s Relationship Committee shall meet once in a year. The quorum for a meeting of the
Stakeholder's Relationship Committee shall be two members present.

During the year under review, the Company held 1 (one) Stakeholders Relationship Committee meeting.
Company Secretary shall act as the secretary to the Stakeholder's Relationship Committee.

13. NOMINATION AND REMUNERATION POLICY:

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board,
among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional
experience and knowledge of the Board members necessary for achieving sustainable and balanced
development. In terms of SEBI Listing Regulations and Act, the Company has in place Nomination &
Remuneration Policy.

The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall
formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board
of Directors of the Company and persons in the Senior Management of the Company, their remuneration
including determination of qualifications, positive attributes, independence of directors and other matters as
provided under sub-section (3) of Section 178 of the Act (including any statutory modification(s) or re-
enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation
of performance of Board as a whole, Committees of the Board, Individual Directors including the Chairperson
and the Independent Directors. The aforesaid Nomination and Remuneration Policy has been uploaded on
the website of your Company www.ceenikexports.in

14. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 15(2)(a) of the SEBI Listing Regulations, the provisions of regulations 17, 17A, 18,
19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub regulation (2) of regulation 46 and
para C, D and E of Schedule V of SEBI Listing Regulations are not applicable to the Company.

The company has duly filed Non-Applicability Certificate of Corporate Governance under Regulation 27 of
(Listing Obligations and Disclosure Requirements) Regulations, 2015 with the exchange.

15. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/ brochures, reports and internal policies to
enable them to familiarize with the Company's procedures and practices, the website link is
www.ceenikexports.in/

ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, a structured questionnaire
was prepared for evaluating the performance of Board, its Committees and Individual Director including
Independent Directors. The questionnaires were prepared after taking into consideration the various facets
related to working of Board, its committee and roles and responsibilities of Director. The Board and the
Nomination and Remuneration Committee reviewed the performance of the Individual Directors including
Independent Directors on the basis of the criteria and framework adopted by the Board. Further, the
performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all
the Directors on the basis of various criteria. The Board of Directors expressed their satisfaction with the
evaluation process. In a separate meeting of Independent Directors, the performance of Non-Independent
Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into
account the views of the Executive Directors and Non-Executive Directors.

16. CORPORATE SOCIAL RESPONSIBILITY:

The Company does not fulfil any of the three criteria specified in Section 135(1) of the Companies Act, 2013
and as such is not required to comply with the provisions of Section 135 and the Companies (Corporate
Social Responsibility Policy) Rules, 2014.

17. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and
employees can voice their genuine concerns or grievances about any unethical or unacceptable business
practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a
corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the
Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are
accorded complete protection from any kind of unfair treatment or victimization. The Whistle Blower Policy
is disclosed on the website of the Company at www.ceenikexports.in/

RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for the
Company. The Audit Committee has additional oversight in the area of financial risk and controls. Major risks
identified by the businesses and functions are systematically addressed through mitigating actions on
continuing basis.

18. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 are
given in the Note to the Financial Statements.

19. MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS

No order, whether significant and/or material has been passed by any regulators, courts, tribunals impacting
the going concern status and Company's operations in future.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF
THE ACT

The particulars of the contracts or arrangements entered into by the Company with related parties as referred to in
Section 134(3)(h) read with section 188(1) of the Act and rules framed thereunder, in the Form No. AOC-2 are
annexed and marked as Annexure - I.

21. AUDITORS:

STATUTORY AUDITORS

M/s. J. S. Uberoi & Co., Chartered Accountants (Firm Registration No. 111107W) were appointed as the
statutory auditors of the Company at the 30^th Annual General Meeting of the Company for a term of five
consecutive years i.e. from the conclusion of 30^th AGM, till the conclusion of 35^th AGM in terms of provisions
of section 139 of the Act.

Further the Statutory Auditors have submitted their Report on the Financial Statements for the financial year
ended March 31, 2025, which forms part of this Report. Also, there is no qualifications, reservations or
adverse remarks made by the M/s. J. S. Uberoi & Co., Statutory Auditor of Company in their Audit Report for
the year under review.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Dilip Swarnkar & Associates,
Practicing Company Secretary, as Secretarial Auditors of the Company for the year under review. The
Secretarial Audit report received from the Secretarial Auditors is annexed to this report marked as
Annexure-II and forms part of this report.

INTERNAL AUDITORS

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the
provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed Mr.
Sunil Powar as the Internal Auditor of your Company for the year under review. The Internal Auditor
conducts the internal audit of the functions and operations of the Company.

AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT

Statutory Auditor's Report: There are no qualifications, reservations or adverse remarks made by
Statutory Auditors in the Auditor's report. The Statutory Auditors have not reported any incident of fraud to
the Audit Committee of the Company under subsection (12) of section 143 of the Companies Act, 2013,
during the year under review.

The notes on accounts referred to the Auditors' Report are self-explanatory and therefore, do not call for any
further explanation.

Secretarial Auditor's Report: There are no qualifications, reservations or adverse remarks made by
Statutory Auditors in the Auditor's report.

22. EXTRACTS OF ANNUAL RETURN:

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Companies
(Management and Administration) Rules, 2014, the Annual Return as on March 31, 2025 is available on the
Company’s website www.ceenikexports.in.

23. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Management Discussion and Analysis Report in terms of the provisions of Regulation 34 of the SEBI
(Listing Regulations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is enclosed as a
part of this report as Annexure - III.

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

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014:

[A] CONSERVATION OF ENERGY:

1. Steps taken and impact on conservation of energy: Not Applicable

2. Steps taken by the Company for utilizing alternate sources of energy: None

3. Capital investment on energy conservation equipment: None

[B] TECHNOLOGY ABSORPTION:

1. Efforts made towards technology absorption: There is no imported technologies

2. Benefits derived like product improvement, cost reduction, product development or import
substitution: Not Applicable

3. Information regarding technology imported ruing the last three years: No Technology is imported

4. Expenditure incurred on Research and Development:

Further the Company has ceased its Garments and Textile business operations with effect from April 1, 2025.
The details of Foreign Exchange Earnings and Outgo during the year are NIL.

25. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF
THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in this Report as Annexure IV which forms part of this Report.

26. HUMAN RESOURCES

The relations with the employees and associates continued to remain cordial throughout the year. The
Directors of your Company wish to place on record their appreciation for the excellent team spirit and
dedication displayed by the employees of the Company.

27. INDIAN ACCOUNTING STANDARDS:

The Ministry of Corporate affairs vide its notification dated February 16, 2015 has notified the Companies
(Indian Accounting Standards) Rules, 2015. In pursuance of this notification, the Company has adopted IND
AS and the financial statements for the year ended March 31, 2025 are prepared in accordance to the same.

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

The Company is committed to provide a safe and conducive work environment to its employees. There exist
at the group level an Internal Complaints Committee ('ICC') constituted under The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to
sexual harassment and employees are made aware about the consequences of such acts and about the
constitution of ICC. During the year under review, no complaints were filed with the Committee under the
provisions of the said Act in relation to the workplace/s of the Company.

29. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of
India on Board meetings and Annual General Meetings.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards and that such systems are adequate and operating effectively.

30. MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of cost records as specified by the Central Government under sub
section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company up to March 31,
2025 and accordingly such accounts and records were not required to be maintained.

31. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate Internal Financial Controls with reference to financial statements.
During the year under review, such controls were tested and no reportable material weakness in the design
or operation was observed.

32. GREEN INITIATIVES

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 Notice of the AGM along with the Annual Report 2024-25 is being sent only through electronic mode to
those Members whose email addresses are registered with the Company/ Depositories. Members may note
that the Notice and Annual Report 2024-25 will also be available on the Company’s website
www.ceenikexports.in

33. INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankruptcy
Code 2016.

34. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, there were no transactions or events with respect to the one-time settlement
with any bank or financial institution; hence no disclosure or reporting is required.

35. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013 ('the Act'), with respect to Directors Responsibility
Statement it is hereby confirmed:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2025
and the Statement of Profit & Loss for the year ended as on that date, have been prepared on a going
concern basis following applicable accounting standards and that no material departures have been
made from the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related to
these financial statements have been made on a prudent and reasonable basis, so as to give a true
and fair view of the state of affairs of the Company as at March 31, 2025, and, of the profits and loss
of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company
and to prevent and detect fraud and other irregularities;

d) Requisite Internal Financial Controls to be followed by the Company were laid down and that such
internal financial controls are adequate and operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws
and such systems are adequate and operating effectively.

36. ACKNOWLEDGEMENTS:

Your Director's place on record their sincere thanks to bankers, business associates, consultants, and various
Government Authorities for their continued support extended to your Companies activities during the year
under review. Your Director’s also acknowledges gratefully the shareholders for their support and
confidence reposed on your Company.

By the order of the Board
For Ceenik Exports (India) Limited

Sd/-

Place: Mumbai (Narain Nanik Hingorani)

Date: 12/08/2025 Chairman & Managing Director

DIN:00275453