The Board of Directors has pleasure in presenting their 43rd Annual Report of your company together with Audited Accounts for the year ended 31st March, 2025.

1.FINANCIAL HIGHLIGHTS :

The financial results for the year under review are summarized below for your consideration:

2. SUMMARY OF OPERATIONS & FUTURE PROSPECT:

During the year under review, the Company has achieved total turnover of Rs. 11,385.90 (Rs. In Lacs) as compared to Rs. 8431.95 (Rs. In Lacs) in the previous financial year and the Net profit after tax is Rs. 1164.28 (Rs. In Lacs) as compared to Rs.452.43 (Rs. In Lacs) in the previous financial year. The increase in revenue was on account of increase in production and sale of finish products. The growth in the turnover is the result of introduction of new product variants, higher realization on sale of flax and jute products and better capacity utilization.

During the year under review, our Company propose to set up a Greenfield unit at Vikram Udyogpuri, DMIC ( Industrial Park, Ujjain, Madhya Pradesh) for 100% wet spun linen yarn and blended yarn. Further, our company proposes to construct a shed of 50,000 sq.ft at the existing manufacturing unit, install dyeing and bleaching machinery and cottonising machines which will enhance production capacity of upto 4tons per day at our existing manufacturing unit at Phuleswar, Uluberia, District- Howrah.

For the above mentioned purpose and for general corporate purpose, our company intends to mobilize fund through issue of up to 70,00,000 equity shares by way of Initial Public Offer (IPO) ) in accordance with the provisions of the Section 23 and 62(l)(c) of the Companies Act, 2013 and the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The proposed IPO have been subsequently approved by the shareholders of the Company at the Extra Ordinary General meeting convened on February 5, 2025. Accordingly, our company have filed DRHP (Draft Red Herring Prospectus) dated June 09, 2025, on the SME platform of BSE Limited for seeking in principle approval of the proposed IPO.

Further, during the year under review, our company has acquired 80% equity shares of M/s Yashoda Linen Yarn Ltd. and thereby M/s Yashoda Linen Yarn Ltd. has become our subsidiary company.

3. Change in nature of the Business:

There is no change in the nature of the business of the Company.

4. Capital Structure :

During the year under review, 2000 11% Irredeemable Non Cumulative Preference Shares of Rs. 100/- each was reclassified to 20,000 equity shares of Rs. 10/- each and the authorized capital of the company was increased to Rs. 25,00,00,000 /- divided into 2,50,00,000 equity shares of Rs. 10/- each.

Further, your Company has issued bonus shares of Rs. 11,12,67,340/- divided into 1,11,26,734 equity shares of Rs. 10/- each in the ratio of 12:5 i.e 12 (Twelve) Bonus shares for every 5(Five) existing fully paid up equity shares held by the shareholders of the company on February 03, 2025.

The issued, subscribed and paid-up share capital of your Company stood at Rs. 15,76,28,730/-, comprising 1,57,62,873 Equity shares of Rs. 10/- each fully paid-up.

The Company has neither issued shares with differential voting rights nor issued sweat equity or granted stock options during the Financial Year ended 31st March, 2025.

5. Dividend & Reserves:

Your Directors have not recommended any dividend on Equity Shares for the year under review in order to conserve the resources for the future growth of the Company.

The Company has not transferred any amount in reserves during the year under review.

6. Accounting Policies:

The major accounting policies of the Company are annexed to the Accounts.

7. Internal Financial Control:

The Company has in place internal financial control systems, commensurate with the size and complexity of its operations, to ensure proper recording of financial and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements.

8. Subsidiary Companies And Consolidated Financial Statements:

During the Year under review, M/s Yashoda Linen Yarn Limited has become our subsidiary company. However, no company has become Joint Venture of your Company and has no associate company. Details of subsidiary is given in Annexure-ll in prescribed Form AOC-1 and forms part of this report.

9. Deposits:

Your Company has not accepted any deposit from the public during the financial year within the meaning of Section 73 of the Companies Act, 2013 or the Companies (Acceptance of Deposits) Rules, 2014 nor does it hold any public deposit.

10. Material Changes Affecting the Financial Position of the Company

There is no material change in the financial position of the Company since balance sheet date which will affect the Company.

11. Number of meetings of the Board of Directors.

During the year Fifteen Board meetings were held on 15^th April 2024, 6th May 2024, 17th May 2024, 10th June 2024, 6th July 2024, 26th August 2024, 30th November 2024, 12th December 2024, 14th December 2024, 27th December 2024, 7th January 2025, 11th January 2025, 3rd February 2025, 21st February 2025 and 5th March 2025.

The Company has duly complied with the provisions related to Notice, Minutes and Meetings as prescribed under the Companies Act, 2013 and Rules made thereunder, if any.

12. Committees of the Board:

The Board has formulated the following committees:

AUDIT COMMITTEE

During the year under review, the Audit Committee was constituted on 3rd February, 2025 in line with the provisions of Section 177 of the Companies Act, 2013 and Companies (Meetings of Board and its Powers) Rules, 2014. All the members of the Committee possess sound knowledge of accounts and audit.

Composition of the Audit Committee is given below:

During the Financial Year 2024-25, Audit Committee meeting was held on 27th March, 2025. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted on 3rd February, 2025 in line with the provisions of Section 178 of the Companies Act, 2013 and Companies (Meetings of Board and its Powers) Rules, 2014.

The composition of the Nomination and Remuneration Committee is given below:

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee was constituted on 3rd February, 2025 in line with the provisions of Section 178 of the Companies Act, 2013 and Companies (Meetings of Board and its Powers) Rules, 2014.

The composition of the Stakeholders Relationship Committee is given below:

13.Finance Committee:

As per section 179(3) of the companies Act, 2013 specifically requires Board of Director of the company to borrow money from Banks and / or companies or any person or to invest the fund of the Company or to provide loan, give guarantee or provide security in respect of loan for the purpose of business of the Company only by means of resolution passed at the meeting of the Board of Directors.

However, the proviso to Section 179(3) also allows the board to delegate this power to any committee of directors, Manager or any Principal Officer of the Company.

So, the board has constituted a committee name "Finance Committee" with two directors namely-1. Shri Ashish Kankaria

2. Shri Pradip Debnath

to take care of the borrowing needs of the Company. Four meetings of the Finance Committee are held during the year viz. 24th June 2024, 27th June 2024,12th December 2024 and 10th January 2025.

14. DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received declarations from the Independent Director that they meet the criteria as laid down under Section 149(6) of the Companies Act, 2013.

The Board confirms that the said Independent Director meet the criteria as laid down under the Companies Act, 2013

15.SEPARATE MEETING OF INDEPENDENT DIRECTOR

During the year under review, the Independent Director had, in accordance with the provisions of Schedule IV (Code for Independent Director) of the Companies Act, 2013 met separately on 5^th March, 2025 and discussed and reviewed, inter-alia, the performance of Non-Independent Director and the Board as a whole after taking into consideration the views of Executive and Non- Executive Directors.

Mr. Gaurav Baid and Mr. Rohit Bhura has attended the Meeting of Independent Directors. Mr. Gaurav Baid chaired the meeting.

16. Statutory Auditors

The auditor M/s R KOTHARI & CO. LLP, Chartered Accountants, (FRN: 307069E/E300266) are the Statutory Auditors of the Company and holding office until the conclusion of the Annual General Meeting (AGM) to be held for the Financial year 2027-28.

17. Explanations to Auditors’ Remarks

The Notes on accounts referred to the auditors' report are self-explanatory and do not call for any further explanation.

18. Extract of the annual return

The requirement of extract of Annual Return has been removed vide its MCA notification of the Companies (Management and Administration) Amendment Rules 2021, dated 05th March, 2021 ('Amendment notification 2021') the erstwhile Rule 12 of the MGT Rules has been substituted to do away with the requirement of attaching the extract of annual return with the Board's report completely.

19. particulars of loans, guarantees or investments under section 186

The particulars of loan, investments and guarantees have been disclosed in the financial statements.

20. Particulars of contracts or arrangements with related parties:

As per provision of section 188 of the Companies Act 2013, all the related party transactions that were entered into during the financial year were on an arm's length basis and in the ordinary course of business and in compliance with the applicable provisions of the Companies Act. The particulars of Contracts or Arrangements made with related parties referred to in subsection (1) of section 188 entered by the company during the financial year ended 31^st March 2025 is annexed here to Annexure -lil in prescribed Form AOC-2 and forms part of this report.

21. Particulars of the conservation of energy, technology absorption and foreign exchange earning & outgo

As required by the Companies Act 2013, the relevant data pertaining to the conservation of energy etc. are given in Annexure I of this report.

22. Risk Management Policy

In compliance with the requirement of the Companies Act, 2013 the Company has put in place Risk Minimization and Assessment Procedures. In order to effectively and efficiently manage risk and address challenges, the company has formulated Risk Management Policy.

The combination of policies and procedures adequately addresses the various risks associated with your Company's businesses.

23. Details of Directors and Key Managerial Personnel:

Appointment of Directors

During the year under review, Shri Ashish Kankaria (holding DIN-07532430) has been appointed as Managing Director w.e.f 12th December, 2024, Shri Pradip Debnath (holding DIN-06729238) has been appointed as Wholetime Director w.e.f 14th December, 2024 and Smt. Shruti A Kankaria (holding DIN-03477148) has been appointed as Non Executive Non Independent Director w.e.f 1st January, 2025.

Shri Gaurav Baid (holding DIN-10869335) and Shri Rohit Bhura (holding DIN-02794782) has been appointed as Independent Director w.e.f 14th December, 2024.

Cessation of Directors

During the year under review, following Directors have resigned:

l.Shri Sushil Kumar Bhutoria (holding DIN-00320785) has resigned on 14.12.2024 2.Shri Surya Prakash Dadheech (holding D!N-00344255) has resigned on 14.12.2024 3.Shri Ranjit Majumdar (holding DIN-02210214) has resigned on 14.12.2024

4.ShriPunitKumar Rai (holding DIN-08592734)was appointed on 23.09.2024 & has resigned on 14.12.2024 5.Shri.Mithun annafholding DIN-08708075) was appointed on 23.09.2024 & has resigned on 07.01.2025

Appointment of Director retiring by rotation:

Shri Ashish Kankaria (holding DIN 07532430), Managing Director of the company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Appointment of Chief Financial officer

Mr. Manoj Bajaj has been appointed as CFO of the company w.e.f 01.12.2024 Appointment of Company Secretary:

Ms. Sulekha Dutta has been appointed as Company Secretary and Compliance Officer of the Company w.e.f 01.01.2025.

Key Managerial Personnel

Key Managerial Personnel of the company are Shri Ashish Kankaria, Managing Director, Shri Pradip Debnath, Whole time Director, Shri Manoj Bajaj, Chief Financial officer and Smt. Sulekha Dutta, Company Secretary of the Company.

24. Details of significant material orders passed by the Regulators, Court or tribunal

There is no significant/ material order as passed by the Regulators, Court or tribunal affecting the company during the year under review.

25. Compliance with Secretarial Standards:

During the year company has complied the applicable Secretarial Standards (amended from time to time) on the meeting of Board of Directors issued by the institute of Company Secretaries of India and approved by Centra! Government under section 118(10) of the Companies Act, 2013.

26. Corporate Social Responsibility (CSR):

Your company becomes subject to the provisions of Section 135 of the Companies Act, 2013, in respect of Corporate Social Responsibility. The provisions of Section 135 of the Companies Act, 2013, in respect of Corporate Social Responsibility becomes applicable to our company from Financial year 2025-26.

The Board has formulated the Corporate Social Responsibility committee.

The composition of the Corporate Social Responsibility Committee is given below:

27. Particulars of Employees:

The provisions of Section 197(12) of the Act read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable.

28. Fraud Reporting (Required by the Companies Amendment Act, 2015)

The Company has adopted best practices for fraud prevention and it follows confidential, anonymous reporting about fraud or abuse to the appropriate responsible officials of the Company. No fraud on or by the company has been reported by the Statutory Auditors.

29.. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act. 2013

The Company has adopted a policy in line with the requirements of Prevention of Sexual Harassment of Women at the work place. No complaint was received during the year under the said policy.

The details are provided below as per MCA notification of the Companies (Accounts) Second Amendment Rules, 2025:-

30. Statement on Maternity Benefit Compliance-

The Company has undertaken to take care of the provision as laid down under "THE MATERNITY

BENEFIT ACT, 1961 . We are adhere and complied with the said provision, if any required during the F Y 2024-25. '

31. Cost Auditors:

As per directives of the Central Government and in pursuance to the provision of section 148 of the Companies Act, 2013 read with rules framed there under, the Company is not required to carry out an audit of Cost Records maintained by the Company in respect of the Financial Year 2024-25.

32.Directors’ Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of

the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

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

33. Acknowledgments

An acknowledgment to all with whose help, cooperation and hard work the Company is able to achieve the results.