Directors Report of Ceeta Industries Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting the 41st Annual Report covering the highlights of
the finance, business and operations of your Company. The report also includes the Audited
Financial Statements of the Company prepared in compliance with Ind AS accounting
standards, for the financial year ended March 31, 2025.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

The financial performance of the Company for the year ended March 31,2025, is summarised
below:

Particulars	2024-25	2023-24
Revenue from operations	220254.75	117421.84
Other Income	13329.35	14006.25
Total Income	233584.10	131428.09
Profit before Interest & Depreciation	23920.66	(3758.31)
Interest Expense	4888.54	13888.93
Depreciation	10045.36	9800.18
Profit before Exceptional Items	8986.76	(27447.42)
Exceptional Income	28309.64	-
Profit before taxation(PBT)	37296.40	(27447.42)
Provision for Tax (Including Deferred tax & IT of Earlier Years)	9842.24	(11460.74)
Profit after tax(PAT)	27454.16	(15986.68)
Other Comprehensive Income Items that will reclassified to Profit and Loss (Net of Tax)	512.36	274.49
Total Comprehensive Income for the period	27966.52	(15712.19)

STATE OF COMPANY''S AFFAIRS & PROSPECT

Your Directors are pleased to report a significant improvement in the Company''s performance
during the financial year 2024-25. The Revenue from Operations increased to ^2,202.55 lakh,
reflecting robust growth over ^1,174.22 lakh in the previous year. This performance was
primarily driven by enhanced sales of "Skitos", the Company''s proprietary snack brand, which
contributed ^1,458.83 lakh to the revenue, marking substantial growth from ^529.99 lakh in
FY 2023-24. Job work manufacturing also registered a notable rise in revenue generation.
Through effective cost optimization and improved operational efficiencies, the Company
successfully turned around its financial position, posting a profit after tax of ^274.54 lakh as
compared to a loss of ^159.87 lakh in the previous year. The financial performance was further
bolstered by an exceptional income of ^283.10 lakh, significantly enhancing the overall
growth.

Looking ahead, the Company remains committed to expanding its distribution network
across existing and new markets, strengthening the visibility and market share of "Skitos",
and continuing efforts toward operational excellence through prudent cost management
across production, sales, distribution, and administrative functions. Additionally, the
Company is exploring strategic deployment of its available resources through short-term
investment opportunities to further enhance returns. With these focused initiatives and a
favourable market outlook, your Directors are confident of delivering improved margins,
enhanced profitability, and sustainable growth in the forthcoming financial year.

DIVIDEND & TRANSFER TO RESERVES

With the focus of creating long-term economic value, conserve resources for future
expansion and strategic investments, your Company has not recommended any dividend for
the year ended March 31, 2025.

Your Directors do not propose to carry any amount to reserves for the year under review.

SHARE CAPITAL

The Authorized Share Capital of the Company as of March 31, 2025 is ^9,00,00,000/-, comprising
7,50,00,000 Equity Shares of ^1/- each and 1,50,000 Preference Shares of ^100/- each.

The Issued, Subscribed, and Paid-up Equity Share Capital stands at ^1,45,02,400, consisting
of 1,45,02,400 Equity Shares of ^1/- each as on March 31, 2025. During the year under
review, the Company has not issued any equity shares, including sweat equity shares, bonus
shares, equity shares with differential voting rights, or convertible securities.

HOLDING, SUBSIDIARY, ASSOCIATE & JOINT VENTURE

The Company does not have any Holding, Subsidiary, Associate Company & Joint Venture as
on March 31, 2025.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in the nature of business of the Company.
DIRECTORS & KEY MANAGERIAL PERSONNEL

Directors

Your Company''s Board of Directors comprises of the following Directors:

• Mr. Krishna Murari Poddar (DIN : 00028012) - Managing Director

• Mrs Uma Poddar (DIN : 07140013) - Non-Executive Director

• Mr Gautam Modi (DIN : 06482645) - Non-Executive Director

• Mr Bal Krishna Bhalotia (DIN : 00049850) -Non-Executive Independent Director

• Mr Avinash Kumar Khaitan (DIN : 06936383) - Non-Executive Independent Director

• Mr Arvind Kejariwal (DIN : 08996095) - Non-Executive Independent Director

During the financial year 2024-2025, there were no changes in the composition of the Board
of Directors of the Company. However, Mr. Bal Krishna Bhalotia (DIN: 00049850), aged above
75 years, was reappointed for a second term of five years as Non-Executive Independent
Director, effective from August 14, 2024 to August 13, 2029, by Special Resolution at the 39^th
AGM held on September 11, 2023
Director liable to Retire by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with
Companies (Appointment and Qualification of Directors) Rules, 2014 , Mr Gautam Modi (DIN :
06482645), Director of the Company, retires by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for reappointment as Director of the Company. He
holds 2800 equity shares of the Company in his own name.

Re-appointment of Director(s)

The Nomination and Remuneration Committee and the Board of Directors of the Company
at their respective Meetings held on May 30, 2025, have approved:

a. Recommendation for reappointment of Mr Krishna Murari Poddar (DIN: 00028012)) as
the Managing Director of the Company for a term of three (3) years, commencing from
September 8, 2026 and ending on September 7, 2029. He has attained the age of 79
years, his re-appointment is proposed to be made by way of a Special Resolution, in
accordance with the provisions of Section 196(3)(a) of the Companies Act, 2013.

b. Reappointment of Mr. Avinash Kumar Khaitan (DIN: 06936383) as the Non-Executive
Independent Director of the Company for his second term starting from December 14,
2025 till December 13, 2030,

c. Reappointment of Mr. Arvind Kejariwal (DIN: 08996095) as the Non-Executive
Independent Director of the Company for his second term starting from February 10,
2026 till February 09, 2031.

The above reappointments are subject to approval of the Shareholders of the Company.

In the opinion of the Board, all the directors, as well as the director proposed to be re¬
appointed, possess the requisite integrity, experience and expertise as required and all the
directors have submitted declarations that they are not disqualified for being appointed as
directors in terms of Section 164 of the Companies Act, 2013 and Rule 14(1) of Companies
(Appointment and Qualification of Directors).

Declaration by Independent Director

There are three Independent Directors on the Board of the Company as on the date of this
report. The Company has received declarations from all the Independent Directors
confirming that they meet the criteria of independence as prescribed under 149(6) of the
Companies Act, 2013. In terms of provisions of Section 134(3)(d) of the Companies Act,
2013, the Board of Directors of your Company have taken note of these declarations of
independence received from all the Independent Directors and have undertaken due
assessment of the veracity of the same. The Board of Directors is of the opinion that the
Independent Directors of your Company possess requisite qualifications, experience,
expertise (including proficiency) and they hold the highest standards of integrity that
enables them to discharge their duties as the Independent Directors of your Company.
Further, in compliance with Rule 6(1) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, all Independent Directors of the Company have registered
themselves with the Indian Institute of Corporate Affairs. The Independent Directors have
complied with the Code for Independent Directors prescribed in Schedule IV to the Act along
with the Code of Conduct for Directors and Senior Management Personnel formulated by
the Company as per Listing Regulations.

Key Managerial Personnel

There has been no change in the KMPs during the year under review.
Skills/Expertise/Competencies of the Board of Directors

We believe that collective effectiveness of the Board is key to the Company''s performance.
Board members should bring a balanced mix of skills, experience, and diverse perspectives.
Identifying each Director''s core competencies helps recognize individual strengths and
highlight any skill gaps critical for the Company''s effective functioning. The table below
outlines the specific areas of focus and expertise of each Board member:

Director''s name	DIN	Category	Core Skills
Mr Krishna Murari Poddar	00028012	Managing Director	Industry Expertise, Leadership, Management & Corporate Strategy
Mrs Uma Poddar	07140013	Non-Executive Director	Administration & Human Resource
Mr Gautam Modi	06482645	Non-Executive Director	Business Administration & Human Resource ,Sales & Marketing
Mr Bal Krishna Bhalotia	00049850	Non-ExecutiveIndependentDirector	Financial, Taxation & Accounting
Mr Avinash Kumar Khaitan	06936383	Non-Executive Independent Director	Financial & Accounting, Administration & Human Resource
Mr Arvind Kejariwal	08996095	Non-Executive Independent Director	Banking & Corporate Strategy

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect
to Directors Responsibility Statement, it is hereby confirmed that :

(a) In the preparation of the annual accounts for the year ended March 31, 2025, the
applicable accounting standards read with requirements set out under Schedule III of

the Act have been followed and there are no material departures from the same;

(b) the directors have 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 as at March 31, 2025 and of the
profit of the company for the year ended on March 31, 2025;

(c) the directors have 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 have prepared the annual accounts on a going concern basis;

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

(f) 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.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors of the Company met five times during the year under review. Meeting

dates and Director attendance during the financial year are as under:

Director''s name	15.04.2024	30.05.2024	14.08.2024	14.11.2024	14.02.2025
Mr. Krishna Murari
Poddar
Mrs Uma Poddar
Mr Gautam Modi	-
Mr Bal Krishna
Bhalotia	-
Mr Avinash Kumar Khaitan
Mr Arvind Kejariwal

CONSTITUTION OF COMMITTEES AS PER COMPANIES ACT, 2013

The company has constituted sub-committees of the board as per the provisions of
Companies Act, 2013 with proper composition of its members.

Audit Committee

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013 read with Rule 6 of
the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has
constituted an Audit Committee and all members of the Committee possess relevant
expertise in finance, accounting, or business management.

The composition of the Audit Committee is as under:

Mr Bal Krishna Bhalotia - Chairman (w.e.f April 01, 2024)

Mr Avinash Kumar Khaitan - Member
Mr Gautam Modi - Member

The terms of reference of the Audit Committee include, inter alia, recommending the
appointment, remuneration, and terms of appointment of the auditors of the Company;
reviewing and monitoring the auditor''s independence and performance; examining the financial
statements and the auditor''s report thereon; approving or subsequently modifying related party
transactions; scrutinizing inter-corporate loans and investments; valuing undertakings or assets
of the Company, wherever necessary; evaluating internal financial controls and risk
management systems; and monitoring the end use of funds raised through public offers, if any.

The Audit Committee meets regularly and discharges its responsibilities in accordance with
the provisions of the Companies Act, 2013. The Committee met four times during the year
under review. Meeting dates and member attendance during the financial year are as under:

Member''s name	30.05.2024	14.08.2024	14.11.2024	14.02.2025
Mr Bal Krishna Bhalotia
Mr Avinash Kumar Khaitan
Mr Gautam Modi

Nomination and Remuneration Committee

Pursuant to the provisions of Section 178(1) of the Companies Act, 2013 read with Rule 6 of
the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has
constituted a Nomination and Remuneration Committee .

The composition of the Nomination and Remuneration Committee is as under:

Mr Avinash Kumar Khaitan - Chairman (w.e.f April 01, 2024)

Mr Bal Krishna Bhalotia - Member
Mr Gautam Modi - Member

The terms of reference of the Committee, inter alia, include formulating criteria for
determining qualifications, positive attributes, and independence of directors; evaluating
the performance of Independent Directors and the Board; recommending to the Board a
policy relating to the remuneration of Directors, Key Managerial Personnel (KMP), and other
employees; and carrying out such other functions as may be mandated by the Board from
time to time or as may be necessary and appropriate for the effective discharge of its duties.
The abridged policy framed by Nomination and Remuneration Committee is as follows-
The Company considers its human resources as its most valuable asset and endeavors to
align employee aspirations with the strategic goals of the organization. The level and
composition of remuneration for Directors, Key Managerial Personnel (KMP), and Senior
Management is designed to support smooth business operations, enhance productivity
and attract, retain and motivate competent individuals.

The Nomination and Remuneration Committee is responsible for recommending the
appointment, qualifications, term of service of Directors and Senior Management personnel
in line with statutory requirements and principles of integrity, merit, and professional
experience. All such recommendations are subject to the approval of the Board.

The Company ensures a clear linkage between remuneration and performance, meeting
appropriate performance benchmarks. Remuneration structures maintain a prudent
balance between fixed pay and incentives, aligned with both short-term and long-term
objectives of the Company.

Non-Executive Directors including independent directors are remunerated by way of sitting
fees for attending meetings of the Board and Committees, as determined by the Board from
time to time. In determining the remuneration of the Managing Director and Executive
Directors, the Committee takes into account industry benchmarks, the individual''s
experience and qualifications, and internal parity. Such remuneration may include fixed pay,
perquisites, allowances, and other benefits in accordance with the Company''s rules and

applicable statutory provisions.

Committee decisions are made by a majority of members present and voting. In the event
of a tie, the Chairman of the meeting shall have a casting vote. Any member of the
Committee shall recuse themselves from discussions or decisions where their own
remuneration or performance is being considered.

Remuneration for other employees is determined following similar principles and taking
into account industry practices, cost of talent acquisition, and the Company''s policies. In
addition to basic salary, employees are entitled to benefits in accordance with the
Company''s policies and applicable statutory requirements.

The detailed policy placed is available on the Company''s website at:
https://ceeta.com/codes_polides_gallery/506374-nomination-and-remunerationpolicy.pdf

The terms and conditions of appointment of independent directors is available on the
Company''s website at: https://ceeta.com/disclosures_under_regulation_46_gallery/353920-cil-
terms-and-conditions-of-appointment-of-independent-directors.pdf;

The criteria for making payments to Non-Executive Directors is available on the
Company''s website at: https://ceeta.com/disclosures_under_regulation_46_gallery/122528-
cil-criteria-of-making-payment-to-non-executive-directors-1.pdf

The Nomination and Remuneration Committee meets regularly and discharges its
responsibilities in accordance with the provisions of the Companies Act, 2013. The
Committee met two times during the year under review. Meeting dates and member
attendance during the financial year are as under:

Member''s name	30.05.2024	14.02.2025
Mr Avinash Kumar Khaitan
Mr Bal Krishna Bhalotia
Mr Gautam Modi

Stakeholder Relationship Committee

Pursuant to the provisions of Section 178(5) of the Companies Act, 2013, the Company
has constituted a Stakeholder Relationship Committee to oversee and ensure the
effective redressal of stakeholder and investor grievances.

The composition of the Stakeholder Relationship Committee is as under:

Mr Avinash Kumar Khaitan - Chairman (w.e.f April 01, 2024)

Mr Bal Krishna Bhalotia - Member
Mr Gautam Modi - Member

The Stakeholder Relationship Committee is primarily responsible for monitoring and
resolving shareholder and investor grievances. Its scope of work includes reviewing
complaints related to the transfer of shares, non-receipt of annual reports, dividend
payments (if any), dematerialization of shares, and other related matters.

The Board has delegated the authority for handling day-to-day stakeholder and investor
correspondence and grievance redressal to Ms. Smally Agarwal, Company Secretary and
Compliance Officer of the Company. She is responsible for coordinating with the
Company''s Registrar and Share Transfer Agent, M/s. Niche Technologies Pvt. Ltd., to
ensure timely and effective resolution of investor concerns.

The Committee meets as and when necessary to review the status of complaints and

ensure that appropriate action is taken in a timely manner. The Company is committed to
maintaining the highest standards of stakeholder service and continuously strives to enhance
investor satisfaction. The Committee met two times during the year under review . Meeting
dates and member attendance during the financial year are as under:

Member''s name	14.08.2024	14.02.2025
Mr Avinash Kumar Khaitan
Mr Bal Krishna Bhalotia
Mr Gautam Modi

CORPORATE GOVERNANCE

The Company is committed to and has consistently upheld good Corporate Governance practices.
Our governance philosophy is rooted in the principles of equity, fairness, adherence to the spirit of
the law, and the highest standards of transparency, accountability, and reliability in all transactions.
We strongly believe that sound corporate governance is crucial to maintaining stakeholders'' trust
and ensuring the efficient, ethical, and transparent conduct of business. The Company
continuously reviews and refines its governance framework to keep pace with evolving business
environments and applicable laws.

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the provisions relating to Corporate Governance specified in Regulations 17,
17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27, clauses (b) to (i) and (t) of sub-regulation (2) of
Regulation 46, and Paras C, D, and E of Schedule V are not applicable to the Company. This
exemption arises as the Company''s paid-up equity share capital of ^1.45 crore and net worth of
^12.43 crore as of March 31, 2025, are below the prescribed thresholds of ^10 crore paid-up
capital and ^25 crore net worth, respectively.

Additional Disclosures as required under Schedule V of the Companies Act, 2013 in Board''s Report.
Remuneration to Directors: The Company has formulated a Remuneration Policy applicable to
Directors, Senior Management Personnel, and other employees. The policy comprehensively
covers salary, perquisites, and benefits payable to Executive and Non-Executive Directors, Senior
Management Personnel, and other employees of the Company.

The detailed policy placed is available on the Company''s website at:

https://ceeta.com/codes_policies_gallery/506374-nomination-and-remunerationpolicy.pdf

The terms and conditions of appointment of independent directors is available on the Company''s website at:

https://ceeta.com/disclosures_under_regulation_46_gallery/353920-cil-terms-and-conditions-of-

appointment-of-independent-directors.pdf;

The criteria for making payments to Non-Executive Directors is available on the Company''s website at :
https://ceeta.com/disclosures_under_regulation_46_gallery/122528-cil-criteria-of-making-payment-
to-non-executive-directors-1.pdf

Details of remuneration paid to Directors for the Financial Year2024-25:
i) Remuneration paid to Non-Executive Directors and Non-Executive Independent Directors:
Only sitting fees were paid to the Non-Executive Directors including Independent Directors
durinp the year. The details are as follows:

Name	Designation	Sitting Fees	Commission paid/Payable	Total
Mrs Uma Poddar	Non-Executive Directors	25,000	Nil	25,000
Mr Gautam Modi	Non-Executive Directors	20,000	Nil	20,000
Mr Avinash	Non-Executive	25,000	Nil	25,000
Kumar Khaitan	Independent Director
Mr B. K.	Non-Executive	20,000	Nil	20,000
Bhalotia	Independent Director
Mr Arvind	Non-Executive	15,000	Nil	15,000
Kejariwal	Independent Director

ii) Remuneration paid to Managing Director/Executive Director: The appointment and
remuneration of the Managing Director were approved by the shareholders through a
special resolution passed at the 37th Annual General Meeting held on September 8, 2021,
for a tenure of five years. Subsequently, at the 40th AGM held on September 5, 2024, the
shareholders approved an extension of the remuneration payable to the Managing
Director for a further period of two years, under Schedule V of the Companies Act, 2013,
i.e., until September 7, 2026. All other terms and conditions of his appointment, as
originally approved at the 37th AGM. remained unaltered.

Name	Designation	Basic Salary Perquisites	Commission	Total
			paid/Payable	)
Mr Krishna Murari Poddar	Managing Director	8,40,000 1,85,441	Nil	10,25,441

Terms of Service Contract: a) Tenure of 5 years commencing from September 08, 2021 till
September 07,2026; b) Agreement can be terminated by either party by giving a reasonable
notice period; c) No compensation shall be payable to either party upon termination; and d)
The Managing Director shall not be entitled to any sitting fees for attending meetings of the
Board or its Committees.

Notes: a) In addition to the above remuneration and sitting fees paid, the Company has
deposited applicable taxes with the Government; b) The Company has not granted any stock
options to Directors as of March 31, 2025.

DISCLOSURE PERTAINING TO SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to providing a safe and harassment-free workplace for all
individuals on its premises. We strive to maintain an environment free from discrimination and
harassment, including sexual harassment. In compliance with the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has
constituted an Internal Complaints Committee. The Company has a strict policy of zero
tolerance towards sexual harassment, which applies to all employees, including permanent,
contractual, temporary staff, and trainees. During the financial year 2024-2025, no complaints
were reported under this Act.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company is committed to conducting its affairs with fairness, transparency, and the
highest standards of professionalism, honesty, integrity, and ethical behaviour. In
compliance with Section 177(9) of the Companies Act, 2013, the Company has established a
Vigil Mechanism incorporating a Whistle Blower Policy. This mechanism provides a secure
and confidential channel for employees to report any unethical, unlawful, or improper
practices without fear of retaliation. Protected disclosures can be made via email, phone, or
letter addressed to the Chairman of the Audit Committee. The Audit Committee reviews and
ensures the appropriate redressal of any complaints received.

The Vigil Mechanism policy is available on the Company''s website at : https:// ceeta.com
/disclosures_under_regulation_46_gaHery/944775-cil-vigil-mechanism-poUcy.pdf.

During the year under review, no employee was denied access to the Audit Committee, and
no complaints were received under the policy.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all transactions entered into by the Company with related
parties were conducted at arm''s length and in the ordinary course of business. Accordingly,
the provisions of Section 188 of the Companies Act, 2013 were not attracted, and disclosure

in Form AOC-2 under Section 134(3)(h) of the Companies Act, 2013 is not required. Further,
there were no materially significant related party transactions with Promoters, Directors,
Key Managerial Personnel, or other designated persons that could potentially conflict with
the interests of the Company. Details of all related party transactions are provided in the
notes to the financial statements. The Audit Committee granted omnibus approval for
regular related party transactions to be undertaken during the financial year 2025-26 at its
meeting held on February 14, 2025.

PARTICULARS OF LOANS, ADVANCES & INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013, disclosures relating to loans, advances,
guarantees, and investments are provided as part of the financial statements. The Company
has been informed that the said loans are intended to be utilized by the recipients for their
general business and corporate purposes.

RISK MANAGEMENT, RISKS AND CONCERNS

The Company has established a comprehensive Risk Management framework and policy
aimed at identifying, evaluating, and mitigating various risks associated with its business
operations. Risk identification is carried out at the strategic, business, and operational levels,
and the risk management process primarily focuses on three key elements: (i) Risk
Assessment, (ii) Risk Management, and (iii) Risk Monitoring. The Company recognizes that
risk evaluation and mitigation is an ongoing process and remains committed to proactively
addressing potential risks that may adversely impact its performance. The policy emphasizes
identifying and monitoring key business risks and implementing appropriate mitigation
strategies. The Audit Committee periodically reviews both inherent and emerging risks as per
the Risk Management Policy and oversees the implementation of mitigation plans. The Board
is also regularly apprised of major risks and the corresponding mitigation measures being
undertaken by the management. As on the date of this Report, there are no risks which, in the
opinion of the Board, threaten the existence of the Company. Other business risks and
industry challenges have been discussed in the Management Discussion and Analysis section
of this Annual Report. In addition, disclosures relating to foreign exchange and commodity
price risks are provided in the notes forming part of the financial statements.

INTERNAL FINANCIAL CONTROL

The Board has adopted policies and procedures to ensure the orderly and efficient conduct
of the Company''s business, including compliance with its policies, safeguarding of assets,
prevention and detection of fraud and errors, accuracy of accounting records, and timely
preparation of reliable financial disclosures. The internal financial controls relating to the
financial statements are commensurate with the Company''s size and nature of business.
These controls are designed to provide reasonable assurance regarding the reliability of
financial and operational information, compliance with applicable Indian Accounting
Standards (Ind AS), and relevant laws. The Internal Auditor and the Audit Committee
periodically review the effectiveness of the internal financial control system. During the year
under review, no material weaknesses or significant deficiencies were reported by the
Internal Auditors regarding the adequacy or effectiveness of these controls.

SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with Secretarial Standards 1
and 2 issued by the Institute of Company Secretaries of India.

DEPOSITS

During the year under review, the company did not accept any deposits under Section 73 of
the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rules, 2014.

STATUTORY AUDITORS & AUDITORS'' REPORT

Pursuant to Section 139 of the Companies Act, 2013, M/s G.K. Tulsyan and Company (Firm
Registration No. 323246E) was appointed as the Statutory Auditors of the Company for a
term of five consecutive years, commencing from the conclusion of the 39th AGM until the
conclusion of the 44th AGM.

The Auditors'' Report on the accounts for the year ended 31st March 2025 does not contain
any qualifications, reservations, adverse remarks, or observations. The notes forming part of
the financial statements are self-explanatory and do not require further clarification.
INTERNAL AUDITOR & INTERNAL AUDIT

Pursuant to Section 138 of the Companies Act, 2013, M/s. DKSK & Associates, a Practicing
Chartered Accountant firm (Firm Registration No. 014950S) was reappointed as the Internal
Auditor of the Company for the financial year 2024-2025.

The quarterly audit reports submitted by the Internal Auditors during the financial year
2024-25 were reviewed by the Audit Committee and the Board at their respective meetings.
The recommendations and suggestions made therein have been implemented to the extent
feasible.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, M/s. Drolia & Co., Company
Secretaries in practice (Membership No-2366, Certificate of Practicing No-1362, Peer
Review No 1928/2022) was reappointed as the Secretarial Auditor of the Company for the
financial year ended March 31, 2025.

The Report of the Secretarial Auditor for the financial year ended March 31, 2025 is annexed
hereto and forms part of the Board''s Report as Annexure A. No qualification or observation
or adverse remark have been made by Secretarial Audit in the Secretarial Audit Report,
which calls for any comment or explanation.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Auditors have not reported any instances of fraud
committed by the Company''s officers or employees to the Audit Committee, pursuant to
Section 143(12) of the Companies Act, 2013, which require disclosure in this Report.
ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual
Return as of 31st March 2025 is available on the Company''s website and can be accessed
at the following link: https://ceeta.com/disclosures_under_regulation_46_gallery/384739-annual-
return-2024-25.pdf
BOARD EVALUATION

The Company has established a formal evaluation process for the performance of individual
Directors, the Board as a whole, and its Committees. The evaluation is conducted annually
covering key performance aspects and result areas. Each Director evaluates the
performance of other Directors (excluding themselves), the Board, and its Committees, and
provides feedback to the Nomination and Remuneration Committee. The Nomination and
Remuneration Committee reviews the feedback and makes appropriate recommendations
to the Board for its final assessment. Additionally, the Independent Directors met separately
on February 14, 2025, without the presence of Non-Independent Directors, to review the
performance of Non-Independent Directors, the Board as a whole, and the Chairman,
considering the views of Executive and Non-Executive Directors.

The Board has expressed satisfaction with the overall performance of the Directors, the

Board''s functioning, and that of its Committees.

PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION

In determining adjustments to the remuneration of employees and managerial personnel,
the Company carefully considers various factors, including the Company''s policies, individual
performance and contributions, financial performance of the Company, benchmarking
against industry peers, and compliance with applicable regulatory frameworks governing
managerial remuneration.

Disclosures relating to remuneration and other details as required under Section 197(12) of
the Companies Act, 2013, read with Rules 5(1), 5(2), and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto
and forms part of the Board''s Report as Annexure B. During the year under review, there
were no employees drawing remuneration equal to or exceeding the limits prescribed under
the Companies Act, 2013.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS & OTHER DIRECTORS

The Board members are provided with necessary documents, reports, statutory updates,
and internal policies to help them familiarize themselves with the Company''s procedures
and practices. Independent Directors and other Directors are oriented on various aspects
including the Company''s operations, their roles and responsibilities, the nature of the
industry, and the Company''s business model. They are also regularly updated on changes in
relevant corporate and economic laws affecting their roles as directors. This enables them to
make well-informed decisions, effectively discharge their duties, and contribute
meaningfully to the Company''s growth.

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

Pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the
Companies (Accounts) Rules, 2014, a statement on conservation of energy, technology
absorption, foreign exchange earnings, and outgo is annexed hereto and forms part of the
Board''s Report as Annexure C.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In accordance with Regulation 34 and Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis
forms an integral part of the Annual Report.

REGISTRAR AND TRANSFER AGENTS

The Company continues to appoint M/s. Niche Technologies Pvt. Ltd., located at 3A Auckland
Place, 7th Floor, Room No. 7A & 7B, Kolkata - 700017, as its Registrar and Share Transfer
Agents. Contact: Phone - 033 2280-616/17,Email -nichetechpl @ nichetechpl.com
LISTING ON STOCK EXCHANGES & STOCK CODE

The Company''s shares are listed and traded on BSE Ltd. under the Scrip Code 514171. The
annual listing fee has been duly paid to the Stock Exchange.

DEMATERIALIZATION OF SHARES

The Equity Shares of the Company are registered with National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited (CDSL) to facilitate dematerialization.
The Company''s ISIN is INE760J01012.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE

There have been no significant or material orders passed by any Regulators, Courts, or

Tribunals that would impact the going concern status of the Company or its future
operations. However, details of contingent liabilities and commitments are disclosed in the
notes forming part of the Financial Statements.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016

During the year under review, no application was made, nor was any proceeding pending,
under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF ANY DIFFERENCE BETWEEN VALUATION DONE ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS (FI)

The Company serviced all the debts & financial commitments as and when they became due
and no settlements were entered into with the bankers.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There have been no material changes or commitments affecting the financial position of the
Company between the end of the financial year to which the financial statements relate and
the date of this Report. However, details of events occurring after the reporting period have
been disclosed in the notes forming part of the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013 and the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the requirement to constitute a Corporate Social
Responsibility Committee and to undertake CSR activities is not applicable to the Company
for the financial year 2024-2025 as the Company does not meet the prescribed criteria
specified under the said section.

MAINTENANCE OF COST RECORDS

Pursuant to Section 148 of the Companies Act, 2013 relating to the maintenance of cost
records, the Company hereby confirms that the said provisions are not applicable for the
financial year 2024-2025.

GENERAL

The disclosures not specifically addressed in this Report, as required under Section 134 of
the Companies Act, 2013, read with applicable rules and other prevailing laws, are not
applicable to the Company for the financial year under review.

ACKNOWLEDGEMENT

The Board of Directors extends its heartfelt appreciation to the Company''s valued
customers, Members, investors, vendors, partners, bankers, government authorities, and
all other stakeholders for their continued support and cooperation. Their contribution has
played a vital role in the Company''s growth and success. The Board also acknowledges the
dedication and hard work of all employees and workers, whose collective efforts have been
key to the Company''s achievements.

For and on behalf of the Board of Directors

K.M. Poddar Avinash Kumar Khaitan
Place : Kolkata Managing Director Director

Dated : May 30, 2025 DIN : 00028012 DIN : 06936383

---

Mar 31, 2024

The Directors take pleasure in presenting the 40th Annual Report covering the highlights of the finance, business and operations of your Company. The report also includes the Audited Financial Statements of the Company prepared in compliance with Ind AS accounting standards, for the financial year ended March 31, 2024.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

The financial performance of the Company for the year ended March 31, 2024, is summarised below:

(Rs. in Thousands)
Particulars	2023-24	2022-23
Total Income	131428.09	54304.03
Profit before Interest & Depreciation	(3758.31)	(1383.68)
Interest	13888.93	433.50
Depreciation	9800.18	4882.93
Profit before taxation	(27447.42)	(10602.11)
Provision for Tax (Including Deferred
tax & IT of Earlier Years)	(11460.74)	2215.17
Profit after tax	(15986.68)	(12817.28)
Other Comprehensive Income
(i) Items that will reclassified to Profit
and Loss (Net of Tax)	274.49	504.69
Total Comprehensive Income for the period	(15712.19)	(12312.59)

REVIEW OF OPERATIONS & FUTURE PROSPECT

Your directors have pleasure to inform that the during the Financial year 2023-2024, the revenue from operations stood at ^ 1174.22 lakh as compared to ^ 401.83 lakh of previous financial year. The Company generated ^ 529.99 lakh from sales of Skitos snacks which is Company''s own brand manufacturing as compared to ^ 136.06 lakh of previous financial year. The job work manufacturing of snacks increased to ^ 620.36 lakh as compared to ^ 254.90 lakh of previous financial year. However, due to higher cost of raw materials, production and administrative expenses, the Company reported a loss of ^ 159.87 lakh as compared to ^ 128.17 lakh of previous financial year .

For the FY 2024-2025, your directors are focused on driving the sales growth and increase in the company''s market share by expanding in existing markets. The Company has undertaken / taking various steps to improve profitability by cost optimization measures in production, sales and distribution, marketing and administrative expenses. The Company is exploring different profitable activities such as short- term deployment of funds depending on available resources & opportunity for generating higher revenue. The Company expects to see better margins and profitability in the forthcoming year.

DIVIDEND & TRANSFER TO RESERVES

In view of the business requirements of the Company, the Board of Directors has not recommended dividend for the financial year ended March 31, 2024. During the financial year, the Company did not transfer any amount to Reserve.

SHARE CAPITAL

The Authorised Share Capital of the Company is ^ 9,00,00,000/- (Rupees Nine Crores Only) consisting of 7,50,00,000 Equity shares of ^1/- each and 1,50,000 Preference Shares of ^ 100/- each as on 31st March, 2024. The paid-up share capital of the Company stands at ^ 1,45,02,400 comprising of 1,45,02,400 equity shares of ^ 1/- each as on 31st March, 2024.

During the year under review, the Company has not issued any sweat equity shares or bonus shares or equity shares with differential rights.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in the business of your Company. DIRECTORS & KEY MANAGERIAL PERSONNEL

Appointment/Re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs Uma Poddar (DIN: 07140013), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment as Director, as per the provisions of the Companies Act, 2013. She does not hold any shares of the Company in her own name.

Information regarding the directors seeking appointment/re-appointment as required by Regulation 36 of the Listing Regulations and Secretarial Standard-2 has been given in the notice convening the ensuing Annual General Meeting

Mr Bal Krishna Bhalotia (DIN:00049850), Non-Executive Independent Director of the Company, aged above 75yrs, was reappointed for a second term of 5 (five) years effective August 14, 2024, to August 13, 2029 (both days inclusive) by the shareholders of the company by passing way of special resolution at the 39th Annual General Meeting held on September 11, 2023.

Retirement

Mr Arabinda De (DIN: 00028093) , Non-Executive Independent Director of the Company completed his second term as an Independent Director of the Company and retired from the Board of Directors of the Company w.e.f the close of business hours on March 31, 2024.

In the view of the Board, all the directors possess the requisite skills, expertise, integrity, competence, as well as experience considered to be vital for business growth. All the directors have submitted declarations that they are not disqualified for being appointed as directors in terms of Section 164 of the Companies Act, 2013 and Rule 14(1) of Companies (Appointment and Qualification of Directors) and MBP-1 Notice of interest by director in terms of Section 184(1) and Rule 9(1)] of The Companies Act, 2013.

Declaration by Independent Directors

There are three Independent Directors on the Board of the Company as on the date of this report. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 of the Act. The Independent Directors have also submitted a declaration confirming that they have registered their names in the databank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and the required directors have qualified for the proficiency self-assessment test in terms of Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014. None of the Independent Directors are aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the same and in their opinion the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and

are independent of the management. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act along with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company as per Listing Regulations.

Meeting of the independent directors

The Independent Directors of the Company met separately on February 13, 2024 without the presence of Non-Independent Directors and members of management. Sri Arabinda De , Independent Director, chaired the Independent Director''s meeting. Following matters were, inter alia, reviewed and discussed in the meeting:

• Performance of Non-Independent Directors and the Board of Directors as a whole.

• Assessment of the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Key Managerial Personnel (KMPs)

There has been no change in the KMPs during the year under review. Skills/Expertise/Competencies of the Board of Directors

We believe that it is the collective effectiveness of the Board that impacts Company''s performance and therefore members of the Board should have a balance of skills, experience and diversity of perspectives appropriate to the Company. The identification of the core skills of individual Directors not only assist in ascertaining the specialization of each Director but also helps in identifying the gaps in core skill required for effective functioning of the Company.

The specific areas of focus or expertise of individual Board members have been highlighted in the table below:

Name of Directors	DIN	Category	Core Skills
Mr Krishna Murari Poddar	00028012	Managing Director	Industry Expertise, Leadership, Management & Corporate Strategy
Mrs Uma Poddar	07140013	Non-Executive Director	Administration & Human Resource
Mr Arabinda De (Retired w.e.f the close of business hours on March 31, 2024)	00028093	Independent Non -Executive Director	Industry Expertise , Legal, Compliance, Governance & Risk Management , Leadership, Management & Corporate Strategy Marketing Operations
Mr Bal Krishna Bhalotia	00049850	Independent NonExecutive Director	Financial, Taxation & Accounting
Mr Avinash Kumar Khaitan	06936383	Independent NonExecutive Director	Financial & Accounting, Administration & Human Resource
Mr Arvind Kejariwal	08996095	Independent NonExecutive Director	Banking & Corporate Strategy
Mr Gautam Modi	06482645	Non-Executive Director	Administration & Human Resource Sales & Marketing

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect

to Directors Responsibility Statement, it is hereby confirmed that :

(a) In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards read with requirements set out under Schedule III of the Act have been followed and there are no material departures from the same;

(b) the directors have 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 as at 31st March, 2024 and of the profit of the company for the year ended on 31st March, 2024;

© the directors have 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 have prepared the annual accounts on a going concern basis;

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

(f) 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.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors of the Company met eight (8) times during the year under review. The dates of the Board Meetings are 02.05.2023, 30.06.2023, 20.07.2023, 14.08.2023, 03.11.2023, 14.11.2023, 01.02.2024 and 13.02.2024.

CONSTITUTION OF VARIOUS COMMITTEES AS PER COMPANIES ACT, 2013

The company has constituted sub-committees of the board as per the provisions of

Companies Act, 2013 with proper composition of its members.

(a) The composition of the Audit Committee is as under: -

1. Mr Arabinda De - Chairman (Retired w.e.f the close of business hours

on March 31, 2024.)

2. Mr Bal Krishna Bhalotia - Chairman ( Joined w.e.f April 01, 2024)

3. Mr Avinash Kumar Khaitan - Member

4. Mr Gautam Modi - Member

The terms of reference, inter alia, includes, recommendation for appointment, remuneration and terms of appointment of auditors of the company, reviewing and monitoring the auditor''s independence, performance and effectiveness of audit process, examination of the financial statement and the auditors'' report thereon, approval or any subsequent modification of transactions of the company with related parties, scrutiny of inter-corporate loans and investments, valuation of undertakings or assets of the company, wherever it is necessary, evaluation of internal financial controls and risk management systems and monitoring the end use of funds raised through public offers and related matters.

(b) The composition of the Nomination & Remuneration Committee is as under: -

1. Mr Arabinda De - Chairman (Retired w.e.f the close of business hours

on March 31, 2024.)

2. Mr Bal Krishna Bhalotia - Chairman ( Joined w.e.f April 01, 2024)

3. Mr Avinash Kumar Khaitan - Member

4. Mr Gautam Modi - Member

The terms of reference, inter alia, includes formulating criteria for determining qualification, positive attributes and independence of directors, carrying out evaluation of Independent Directors and the Board, recommending to Board policy relating to remuneration of Directors, Key Managerial Personnel (KMP) and other employees, carrying out other function as is mandated by the Board from time to time and to perform such other functions which is necessary or appropriate for the performance of duties.

The abridged policy framed by Nomination & Remuneration Committee is as follows-

The company considers its human resources as its invaluable asset and harmonizes the aspirations of the same which are consistent with the goals of the company. The level and composition of Directors, KMP and Senior Management will be of the nature required to run the company smoothly and adequate to improve productivity and attract, retain and motivate them. The committee shall determine and recommend their appointment, term of service, qualifications and cessation as per statutory requirement and ethical standards of probity, rectitude, qualification, competence and experience of concerned person subject to Board''s approval.

The relationship of remuneration to performance is clear and meets appropriate performance benchmarks. The remuneration involves a balance between fixed and incentive pay reflecting short and long-term performance to achieve the Company''s target. Members will elect the Chairman of the Committee.

Non-Executive Directors may be remunerated in the form of sitting fees for attending the Board Meeting as fixed by the Board occasionally. While deciding remuneration of Managing Director and Executive Directors the committee considers pay and comprehensive factors of industry and concerned persons so as to remunerate them fairly and reasonably along with some perquisites, allowances and the likes as per the rules of the company, subject to statutory requirements.

A member is not qualified to be present when his remuneration or performance is discussed or evaluated respectively. Matters shall be decided by majority of votes of Members present and voting and such decision shall for all purposes be deemed decision of the Committee. In case of equality of votes, the Chairman of the meeting will have a casting vote.

The remuneration of the other employees is fixed occasionally as per the guiding principle outlined above and considering industry standard and cost of hiring. In addition to basic salary they are also provided other benefits as per scheme of the company and statutory requirements where applicable. The detailed policy placed on the Company''s website and can be accessed through following links

https://ceeta.com/codes policies gaiieryj_50632^znomlnationzandzremunerationpojlcy. ;

https://ceeta.com/disctosures under regulation 46 aallery/353920-cil-terms-and-conditions-of-appointment-of-independen t-directors. pdf:

https://ceeta.com/disctosures under regulation 46 aallerv/122528-cil-criteria-of-makina-payment-to-non-executive-directors-l.pdf

(C)The composition of the Stakeholder Relationship Committee is as under:-

1. Mr Arabinda De - Chairman (Retired w.e.f the close of business hours

on March 31, 2024.)

2. Mr Bal Krishna Bhalotia - Chairman ( Joined w.e.f April 01, 2024)

3. Mr Avinash Kumar Khaitan - Member

4. Mr Gautam Modi - Member

The Board has delegated the power of looking into the matters of the stakeholders/investors to Ms. Smally Agarwal, Company Secretary and Compliance Officer of the Company in consultation with the Registrar to Issue & Share Transfer Agent of the Company M/s. Niche Technologies Pvt. Ltd.

CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the provisions of Regulation 17 to 27 and clauses (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V, are not applicable to the Company, as the paid - up equity share capital of the Company is ^ 1.45 crore and net worth is ^ 9.67 crores as on 31st March, 2024 which is below the

prescribed limit (i.e. paid up equity share capital not exceeding ^ 10 crore and net worth not exceeding ^ 25 crore, as on the last day of the previous financial year).

The Company believes in and has practiced good Corporate Governance. Our corporate governance philosophy is based on the principles of equity, fairness, spirit of law, higher standards of transparency, accountability and reliability in respect of all its transactions. The Company believes that sound corporate governance is necessary to retain stakeholders'' trust and ensures efficient working and proper conduct of the business of the Company with integrity. The guidelines for its development is a continuous process, which often undergoes changes to suit the changing times and needs of the business, society and the nation.

Additional Disclosures as required under Schedule V of the Companies Act, 2013 in Board''s Report.

Remuneration to Directors

Remuneration to Directors are paid as per the Nomination and Remuneration Policy of the Company and can be accessed through following links

https://ceeta.com/codes policies gaiiery/506374znomlnatjonzand-remunerat±onpojjcy.pdf ; https://ceetg.com/disclosures under regulation 46 aallerv/353920-cil-Prms-and-conditions-of-appointment-of-indepen den t-directors. pdf:

https://ceeta.com/disclosures under [equation 46 aallerv/122528-cil-criteria-of-makina-pavment-to-non-executive-directors-1.pdf

Details of remuneration paid to Directors for the Financial Year 2023-24:

I) Remuneration paid to Non-Executive Directors and Non-Executive Independent Directors:

Name	Designation	Sitting Fees	Commission paid/Pavable	Total(^)
Smt. Uma Poddar	Non-Executive Directors	40,000	Nil	40,000
Sri Gautam Modi	Non-Executive Directors	25,000	JN1	25,000
Sri Arabinda De*	Non-Executive Independent Directors	35,000	Nil	35,000
Sri Avinash Kumar Khaitan	Non-Executive Independent Directors	35,000	Nil	35,000
Sri B. K. Bhalotia	Non-Executive Independent Directors	20,000	Nil	20,000
Sri Arvind Keiariwal	Non-Executive Independent Directors	15,000	Nil	15,000

* Sri Arabinda De completed his second term as an independent director w.e.f. the close of business hours on 31.03.2024. ii) Remuneration paid to Managing Director/Executive Director:

Name	Designation	Salary	Perquisites	Commission paid/Pavable	Totals )	Service Contract
Sri Krishna Murari Poddar	Managing Director	8,40,000	1,71,457	Nil	10,11,457	Tenure of 5 years w.e.f. September 08, 2021

a) The appointment and remuneration of Managing Director is approved by the shareholders of the Company by passing special resolution at the 37th Annual General Meeting of the Company held on 08.09.2021 for a period of five years.

b) The agreement can be terminated by either side after giving a reasonable time period

notice.

c) No Compensation shall be payable to either of the parties on such termination.

d) The Managing Director shall not be paid any sitting fees for attending the meeting of the Board of Directors or Committee.

Notes:

a) In addition to above remuneration/gross sitting fees paid, the Company has deposited with the Government the applicable taxes.

b) The Company has not granted any stock option to directors of the company as on March 31, 2024 .

c) The Non-Executive Directors and Non-Executive Independent Directors did not have any pecuniary relationship or transactions (except receipt of sitting fees as Directors) with the Company for the year under review.

DISCLOSURE PERTAINING TO SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

Your Company has always believed in providing a safe and harassment free workplace for every individual working in premises. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The company has in place a policy, which mandates no tolerance towards sexual harassment at the workplace. All employees (Permanent, contractual, temporary and trainees) are covered under this policy. In addition, there were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the FY 2023-2024.

BOARD EVALUATION

The Company has a three tier evaluation system undertaken annually on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects and key result areas. The Independent Directors evaluated the performance of the Managing Director including all Non-Independent Directors, the Committees and the Board as a whole and the Nomination & Remuneration Committee evaluated the performance of Independent Directors and also reviewed the evaluation made by the Independent Directors in their meeting. Subsequently, the Board reviewed performance of all the individual Directors, the Committees and the Board as a whole based on the recommendation of the Nomination & Remuneration Committee and expressed satisfaction and contentment on the performance of all the Directors, the Committees and the Board as a whole.

With regard to integrity, expertise and experience (including the proficiency) of the Independent Director appointed/re-appointed, the Board of Directors are of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best interest of the Company.

PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEES

The Company considers numerous factors while recommending for increase/decrease in remuneration of the employee and management personnel such as companies policies, contribution made by the employee, financial performance of the Company, comparison with peer companies, industry benchmarking and regulatory guidelines as applicable to Managerial Personnel.

Disclosure pertaining to Remuneration and other details as required under Section 197 (12) of

the Act read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules) is annexed and marked as Annexure A to this Report. There was no employees drawing remuneration of or in excess of the amount prescribed under the Companies Act, 2013.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS It has been explained in the Management''s Discussion and Analysis Report. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS & OTHER DIRECTORS The Board members are provided with necessary documents, reports, relevant statutory updates and internal policies to enable them to familiarize with the Company''s procedure and practices. The Independent Directors and other Directors are familiarized, inter alia, with the Company, their duties, roles and responsibilities, the nature of industry, the business model of the Company. The Directors are also updated on the changes in relevant corporate and economic laws relating to their roles and responsibilities as directors to enable them to take well informed decision and discharge their duties and responsibilities in an efficient manner and to contribute significantly towards the growth of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company believes in conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. Pursuant to the requirement of the Section 177(9) of the Companies Act, 2013, the Company has established vigil mechanism which also incorporates a whistle blower policy in terms of the SEBI Listing Regulations in order to provide a secure environment and to encourage employees to report unethical, unlawful, improper practice, acts or activities, if any. Protected disclosures can be made by a whistle blower through an email or phone or letter to the chairman of Audit Committee. The Vigil Mechanism policy is placed on the Company''s website and can be accessed through the link https: //ceeta.com /disclosures under regulation 46 aallerv/944775-cil-viail-mechanism-oolicv.pdf. During the year under review no employee was denied access to the Audit Committee.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES During the year under review, all the transactions entered by your Company with related parties were at arm''s length price and in the ordinary course of business and that the provisions of the Section 188 of the Companies Act, 2013 is not attracted. Thus, disclosure under section 134(3)(h) of the Companies Act, 2013, in Form AOC-2. is not required. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All transactions with related parties are given in the notes forming part of the financial statements. Omnibus approval in respect to regular related party transaction to be entered into by the company during FY 2024- 25, was granted by the Audit Committee and Board of Directors at their meetings held on 13.02.2024.

PARTICULARS OF LOANS, ADVANCES & INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements. The Company has been informed that the said loans are proposed to be utilised by each recipient for its general business/corporate purposes.

RISK MANAGEMENT, RISKS AND CONCERNS

The Company has built a comprehensive risk management framework that seeks to identify

all kinds of anticipated risks associated with the business and take remedial actions to minimize any kind of adverse impact on the Company. The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risks in the business. The identification of risks is done at strategic, business and operational levels and the risk management process of the Company focuses mainly on three elements, viz. (I) Risk Assessment; (ii) Risk Management; (iii) Risk Monitoring. The Company has formulated and implemented a Risk Management policy in accordance with Listing Regulations, to identify and monitor business risk and assist in measures to control and mitigate such risks. The Audit Committee examines inherent and unforeseen risks in accordance with the policy on a periodic basis and ensures that mitigation plans are executed with precision. The Board is also briefed about the identified risks and mitigation plans are undertaken by the management at regular intervals. As on date, there are no risks which in the opinion of the Board can threaten the existence of the Company. However, some of the probable risks which might pose challenges before the Company have been set out in the Management Discussion and Analysis section of this Annual Report. Details of various foreign exchange risks and commodity risks faced by the Company during the year have been separately disclosed in the in the notes forming part of the financial statements.

INTERNAL FINANCIAL CONTROL

The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of your Company. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable Indian Accounting Standards (Ind AS) and relevant Statutes. The Internal Auditor and the Audit Committee reviews the Internal Financial Control system periodically. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

SECRETARIAL STANDARDS

During the year under review, your Company has duly complied with the Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India.

DEPOSITS

During the year under review, the company did not accept any deposits from the public under Companies Act, 2013 read with rules.

STATUTORY AUDITORS & AUDITORS'' REPORT

Pursuant to Section 139 of the Companies Act, 2013, M/s G.K. Tulsyan and Company (Firm Registration No 323246E,) was appointed as the Statutory Auditors of the Company for a term of 5 consecutive years commencing from the conclusion of 39th AGM of the Company till the conclusion of 44th AGM. The notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITOR & INTERNAL AUDIT

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors has reappointed M/S. DKSK & Associates, Practicing Chartered Accountant firm ( Firm

Registration No014950S) as the Internal Auditor of the Company for the Financial Year 20242025, on the recommendation of Audit Committee. The Internal Audit Report submitted by Internal Auditors during the Financial Year 2023-24 have been reviewed by the Audit Committee and Board, at their respective meetings and the suggestions therein implemented to the extent possible.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors has re-appointed M/s. Drolia & Co, Practicing Company Secretary (Membership No-2366, Certificate of Practicing No-1362, Peer Review No 1928/2022) as the Secretarial Auditor of the Company for the financial year 2024 - 2025. The Secretarial Audit Report in Form MR-3 is annexed to this report. Report of the Secretarial Auditor including reference made therein is self-explanatory and does not require to be elucidated further.In compliance with the provisions of section 134(3) of the Companies Act, 2013, the Secretarial Auditor in their report for the financial year ended on the 31st March, 2024, made the following observations and management explanations to the observations is mentioned below: Secretarial Auditor Observation: 1

During the reporting period. i.e. FY 2023-24, BSE levied a fine ^ 1,82,900/- (inclusive of GST) under Regulation 33 of the SEBI (LODR), 2015 for delay in filling of Audited Financial Results for quarter and year ended 31 March, 2023 within the time limit i.e. on or before May 30, 2023 and freezed the promoter demat account as per SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020. The Company filled the same on June 30, 2023 after delay of 31days and subsequently paid the fine and promoter account was unfreeze by the Exchange.

Management''s Explanations:

We regret for the delay in filing our audited financial results for the quarter and year ended March 31, 2023 as major fire incident took place on May 10, 2023 at the head office of the company located at Kolkata and access to the office was restricted by the Police Department, Kolkata. The financial results are prepared after combining the financial data of all three offices therefore it was not possible to finalize the balance sheet for the quarter and year ended March 31, 2023 within the stipulated time. We promptly notified the exchanges on May 11, 2023, and applied for an extension for filing of results with supporting documents and as per SEBI Circular the disclosure for reasons of anticipated delay in filing of financial results was given, but unfortunately extension was not received. We filed the audited financial results on June 30, 2023, and have paid the imposed fine by BSE Secretarial Auditor Observation: 2

During the reporting period. i.e. FY 2023-24, BSE has levied a fine ^ 1,67,560/- (inclusive of GST) under Regulation 24A of the SEBI (LODR), 2015 for non-filling of Secretarial compliance report for the year ended 31 March, 2023 within the time limit i.e. on or before May 30, 2023 as per SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020. The fine was withdrawn by the exchange as per their mail dated Sept 7, 2023 after submission of explanation by the Company that compliance of the said regulation is not applicable on the company for the year ended 31 March, 2023.

Management''s Explanations:

We would like to clarify that our company is exempt from complying with Regulation 24A of the SEBI (LODR) Regulations, 2015, for filing the Annual Secretarial Compliance Report for the year ended March 31, 2023. Our audited financial statement for the year ended March 31, 2023, indicates the paid-up equity share capital of ^ 1.45 crores and a net worth of ^

12.47 crores, both below the prescribed thresholds as per Regulation 15(2) of SEBI (LODR) Regulations, 2015.Following our submission of this clarification to the Bombay Stock Exchange (BSE), the imposed fine was waived off.

Secretarial Auditor Observation : 3

During the reporting period. i.e. FY 2023-24, Regional Director , Ministry Of Corporate Affairs, South East Region, Hyderabad imposed penalty amount of ^ 25,000/- each on Company , Managing Director , CFO and Former CS for non-compliance u/s 73 of Companies Act, 2013 for financial year 2018-19, ^ 50,000/- for each year on Company , Managing Director and CFO for non-compliance u/s 129 of Companies Act, 2013 for default in financial year 2017-18 and 2018-19 , ^ 60,000/- for each year on Company and ^ 10,000/- for each year on Managing Director , CFO and Former CS for non-compliance u/s 134 of Companies Act, 2013 for default in financial year 2018-19 and 2019-20 and ^ 75,000/- for default u/s 203 of Companies Act, 2013 each on Company and Managing Director . The penalty amount levied on the Company and KMP were duly paid after personal hearing.

Management''s Explanations:

The non-compliances for above mentioned sections of the Companies Act, 2013 were noted by the management and the penalties imposed on the Company and KMPs were duly paid by themselves. Our management team has strengthened internal controls to prevent recurrence of such non-compliances in the future.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31st March, 2024 is placed on the Company''s website and can be accessed through the link: https://ceeta.com/disclosures under regulation 46 gallery/641035-annual-return-2023-2024.pdf

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

A statement pursuant to Section 134(3)(m)of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 on conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed to and marked as Annexure B to this Report.

MANAGEMENT DISCUSSION & ANALSIS REPORT

In accordance with Regulation 34 and Schedule V of SEBI (LODR) Regulations, 2015, a statement on management discussion and analysis is forming part of this annual report. REGISTRAR AND TRANSFER AGENTS

The Company continued appointment of M/s. Niche Technologies Pvt. Ltd. of 3A Auckland Place, 7th Floor, Room No. 7A & 7B, Kolkata 700 017, Ph No - 033 2280 6616, [e-mail], as the Registrar and Share Transfer Agents of the Company LISTING ON STOCK EXCHANGES & STOCK CODE

The Company''s Shares are traded at BSE Ltd. Scrip Code- 514171. The annual listing fee has been paid to the Stock Exchange.

DEMATERIALIZATION OF SHARES

The Equity Shares of the Company are registered with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) for having the facility of Dematerialization of shares and its ISIN NO. is - INE760J01012.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There are no significant or material orders passed by the Regulators/ Courts/ Tribunals that could impact the going concern status of the Company and its future operations. However, Members'' attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013 details of which needs to be mentioned in this Report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review there was no application made or pending proceeding under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF ANY DIFFERENCE BETWEEN VALUATION DONE ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONSTION (EFI)

The Company serviced all the debts & financial commitments as and when they became due and no settlements were entered into with the bankers.

GENERAL

The other disclosures, not commented upon in this report pursuant to Section 134 of the Companies Act, 2013 read with rules or any other law for the time being in force, are not applicable to the Company for the financial year under review.

ACKNOWLEDGEMENT

Your Directors have pleasure in recording their appreciation for all the guidance and cooperation received from all its customers, Members, investors, vendors, partners, banker''s, government authorities and other stakeholders for their consistent support to your Company in its operations. Your Directors also wish to place on record their appreciation to all of the Company''s employees and workers at all levels for their enormous efforts as well as their collective contribution to the Company''s performance.

---

Mar 31, 2015

Dear Members

The Directors have pleasure in presenting their report on business and operations together with the Audited Accounts of your company for 2014-2015.

FINANCIAL RESULTS All figures in Rs. lacs

Particulars Current Year Previous Year

Total Revenue 820.49 684.54

Profit before Interest & Depreciation 203.03 147.24

Interest 0.00 0.10

Depreciation 14.70 20.41

Profit before taxation 188.33 126.73

Provision for Tax 38.68 26.02

Profit after tax 149.65 100.71

REVIEW OF OPERATIONS:

The Company's manufacturing activity of granite products in its 100 % Export Oriented Unit (EOU) at Tumakuru had to be kept at its lower level due to continued unfavourable trading condition for granite products in the export market. The company, however undertook other activities such as trading, transportation, investments, short term lending of surplus fund etc. During the current financial year total revenue of the company increased to Rs.820.49 lacs from Rs.684.54 lacs as in previous year. The above increase was mainly caused by clearance of old finished stock of the company at cost or at very marginal profit. Since the plant facilities mostly remain inoperative during the year, for reasonably long period and due to technological obsolescence it would be prudent to dispose of this facility in future and diversify its activities.

PROSPECT:

The company continues to make effort to diversify its activities. Towards this end the company is exploring the viability of a plant of cement moulded product, mainly electric poles to be manufactured and supplied in Uttar Pradesh or Bihar.

DIVIDEND AND RESERVE:

In view of the business growth, your Directors deem it proper to preserve the resources and refrain from dividend distribution in this financial year. During the financial year 2014-15, the Company did not transfer any amount to Reserve.

DIRECTORS:

The Company appointed Smt. Uma Poddar (DIN 07140013) as additional director with effect from 30th March, 2015 and complied with the Section 152 of the Companies Act, 2013 read with rules, relating to appointment of Woman Director. She vacates her office in the ensuing Annual General Meeting in terms of Section 161 of the Companies Act, 2013.

Your directors are of the view that the Company would be benefited by the wealth of knowledge of Smt. Uma Poddar and therefore recommend her name for appointment as director of the company. The same is now put up for approval of members at the ensuing annual general meeting subject to the compliance of the Act and rules made there under. She does not hold any shares of the Company in her own name. Necessary details have been annexed to the Notice of the meeting in terms of section 102(1) of the Companies Act, 2013.

With deep regret it is informed that Sri Shanker Lal Singhania, Independent Director of the Company, expired on 16th April, 2015 and hence ceased to be director of the Company. He was also member of the Committees of the Company, which were re-constituted accordingly after his sudden demise.

Sri Om Prakash Kedia (DIN 03596892), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment as Director, pursuant to the provisions of the Companies Act, 2013 and Articles of Association of the Company. He does not hold any share in his own name.

All the Independent Directors have given declaration that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information obtained, Directors states:-

(i) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards read with requirements set out under Schedule III of the Act have been followed and there are no material departures from the same;

(ii) the directors have 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 as at 31st March, 2015 and of the profit of the company for the year ended on that date;

(iii) the directors have 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;

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

(v) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

BOARD EVALUATION

The Board Evaluation was carried out on the basis of various factors as composition of Board and its Committees, its functioning, performance of specific duties and obligations. The performance evaluation of the Independent Directors was done by the entire Board of Directors (excluding the director being evaluated). The performance evaluation of the Non-Independent Directors was carried out at separate meeting of Independent Directors. The Board of Directors expressed their satisfaction with the evaluation.

MANAGERIAL REMUNERATION

The ratio of the remuneration of Mr. Krishna Murari Poddar, Managing Director, to the median remuneration of the employees of the company, for the financial year 2014 - 2015 is 5.56 times. There is no increase in remuneration of Key Managerial Personnel in the financial year 2014 - 15 as compared to last financial year 2013 - 14. No other Director is drawing any remuneration from the Company.

The percentage increase in the median remuneration of the employees of the Company for the financial year is 14.87% which is in line with the rise in the company's total revenue by 19.86% during the current financial year. The factors considered while recommending increase in remuneration are financial performance of the Company comparison with peer companies, industry benchmarking, contribution made by the employee and regulatory guidelines as applicable to Managerial Personnel. The variables pay is as per policy of the Company The remuneration including other perquisites of Mr. Krishna Murari Poddar, Managing Director, is 1.00% of the gross revenue for the financial year 2014 - 2015. The remuneration of other two KMP (CFO & CS) is for the part of the year and so data is incomparable. The remuneration paid is as per the remuneration policy of the Company. There were 25 employees as on March 31, 2015.

Total Market Capitalization of the Company as on 31st March, 2015 is Rs.623.60 lakhs which is higher than previous financial year by Rs.217.53 lakhs. The price earning ratio on the closing date of financial year 2014 - 15 is 4.17 as compared to 4.06 in the previous financial year.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

For the Financial Year 2014-15, the Company held 6 meetings of the Board of Directors on the following dates : - 30th May, 2014, 8th August, 2014, 30th September, 2014, 14th November, 2014, 6th February, 2015 and 30th March, 2015.

RECONSTITUTION OF VARIOUS COMMITTEES AS PER COMPANIES ACT, 2013

The company has reconstituted all the exiting committees of the board as per the provisions of Companies Act, 2013 with proper composition of its members more specifically described in Corporate Governance Report which forms integral part of this report.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Section 129(3) of the Companies Act, 2013 read with rules and Accounting Standard 21 on Consolidated Financial Statements, the Annual Report also includes Consolidated Financial Statement for the financial year 2014-15.

SUBSIDIARY COMPANY

The company has a unlisted subsidiary company namely Kingstone Krystals Ltd. In terms of the provision 129(3) of the Companies Act, 2013 read with rules, a report on performance and financial position of the subsidiary company for the financial year ended 31st March, 2015 is annexed. The Annual Report of the subsidiary company is not attached to this annual report, however, the same shall be made available to any member for inspection at the registered office, head office of the company and of its subsidiary.

AUDITORS & AUDITORS' REPORT:

The Auditors, M/s. G.K. Tulsyan & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Directors recommend their reappointment subject to compliance of Section 139 of the Companies Act, 2013 and the rules made there under.

Report of the Auditors, including reference made therein, to the notes forming part of the Statement of Accounts, are self explanatory and does not require to be elucidated further.

INTERNAL FINANCIAL CONTROL

Adequate internal financial controls are in place to manage the business affairs of the Company. Proper procedures are adopted ensuring the orderly and efficient conduct of business, including safeguarding of its assets, prevention and detection of errors and frauds, accuracy and completeness of the accounting records and timely preparation of reliable financial information and the same is reviewed at regular intervals depending upon situation of business of Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

For the period under review, all the transactions entered with related parties were on arm's length price and in the ordinary course of business and that the provisions of the Section 188 of the Companies Act, 2013 is not attracted. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus disclosure in Form AOC-2 is not required. Further all transactions with related parties are given in the notes to Financial Statements.

PARTICULARS OF LOANS, ADVANCES & INVESTMENTS

Details of loans & investments are given in the notes to Financial Statements.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established vigil mechanism policy to report genuine concerns and grievances. It has been posted at Company's website www.ceeta.com

RISK MANAGEMENT

The purpose of risk management is to identify evaluate and mitigate the operational, strategic and external environment risk. The Board has overall responsibility of monitoring and mitigating the risks through regular review of its overall operations.

PUBLIC DEPOSITS

Your company did not accept any deposits from the public under section - 73 of the Companies Act, 2013 read with rules, during the year under review.

PERSONNEL

Your Directors would like to put on record their appreciation of the sincere and dedicated services rendered by the loyal employees of the Company There was no employees drawn remuneration of or in excess of the amount prescribed under the Companies Act, 2013.

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

Information as per Section 134(3) of the Companies Act, 2013 read with Rules are given in the 'Annexure - A' as forming part of the report.

CORPORATE GOVERNANCE

The Company believes in and has practiced good Corporate Governance. The spirit of Corporate Governance is being gradually built up in the Company and is not just restricted to ensuring compliance with regulatory requirements but also meeting higher standards of transparency, accountability and integrity in respect of all its transactions. Based upon the above philosophy your Directors present a report on corporate governance as 'Annexure - B' to their report.

EXTRACT OF THE ANNUAL RETURN

The extract of annual return as on the financial year ended March 31, 2015 in Form No. MGT-9, as required under section 92 of the Companies Act, 2013 is annexed to this report.

SECRETARIAL AUDIT REPORT :

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company has appointed M/s. Drolia & Co., a Company Secretary in practice as Secretarial Auditor of the Company The secretarial audit report is annexed to this report. Report of the Secretarial Auditor including reference made therein are self explanatory and does not require to be elucidated further.

GENERAL

The other disclosures, not commented upon in this report pursuant to Section 134 of the Companies Act, 2013 read with rules, are not applicable to the Company for the financial year under review.

ACKNOWLEDGEMENT:

Your Directors wish to express their sincere appreciation to the esteemed employees, shareholders, various customers and their consultants, Company's bankers for their continued support, assistance and co-operation to Company

On behalf of the Board

Place : Kolkata K. M. Poddar Dated : 30/05/2015 Managing Director

Arabinda De Director

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their report on business and operations together with the Audited Accounts of your company for 2013-2014.

FINANCIAL RESULTS All figures in Rs. lacs

Particulars Current Year Previous Year

Total Income 684.54 920.22

Profit before Interest & Depreciation 147.24 221.61

Interest 0.10 52.72

Depreciation 20.41 34.52

Profit before taxation 126.73 134.37

Provision for Tax 26.02 26.02

Profit after tax 100.71 108.35

REVIEW OF OPERATIONS:

The Company''s manufacturing activity of granite products in its 100 % Export Oriented Unit (EOU) at Tumkur had to be kept at its lower level due to continued unfavourable trading condition for granite products in the export market. The company, however undertook other activities such as trading, transportation, investments, short term lending of surplus fund etc. Since major part of machineries remains inoperative due to low level of operation in plant and as their life is near to scrap, your board has decided to dispose-off those machines which are in very poor condition. The total revenue of the company was Rs. 684.54 lac in 2013-14 as against Rs. 920.22 lac in the previous year. It earned a Net Profit of Rs. 100.71 lac in 2013-14 as compared to Rs. 108.35 lac in 2012-13.

PROSPECT:

The company continues to make effort to obtain profitable order for granite products from export market as also to explore possibility of diversified activity.

DIVIDEND:

In order to conserve resources for working capital requirements in the absence of bank finance, no payment of dividend has been considered.

DIRECTORS:

Sri Shanker Lal Singhania, S/o Sri Radha Kishan Singhania residing at 4/1, Clyde Row, 75 Hestings, Kolkata- 700022, retires by rotation from directorship at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment as Independent director pursuant to the provisions of the Companies Act, 2013 and Articles of Association of the Company. He does not hold any share in his own name.

Further, in terms of the provisions of section 149(4) of the Companies Act, 2013, the company is required to fulfill the requirement of Independent Directors on the board. The board has already four directors in the category of independent directors in terms of the provisions of clause 49 of the listing agreement. Out of the four directors, the company placing proposal for appointment of three directors namely Sri Shanker Lal Singhania, Sri Sushil Kumar Chhawchharia and Sri Arabinda De as non- executive independent director as per Section 149 and other applicable provisions of the Companies Act, 2013 and the rules made there under for five consecutive years for a term up to March, 2019.

Sri O.P. Kedia will continue as Non-executive director liable for retire by rotation.

As required under the said Act and the Rules made there under, the same is now put up for approval of members at the ensuing annual general meeting. Necessary details have been annexed to the Notice of the meeting in terms of section 102(1) of the Companies Act, 2013. The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6).

With the appointment of independent directors, the conditions specified in the Act and Rules made there under as also under new clause 49 of the listing agreement stands complied.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

I. in preparation of the Financial Statements for the year ended 31st March, 2014, the applicable Accounting Standard read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there has been no material departure from the same;

II. the Directors have 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 as at March 31, 2014 and of the Profit of the Company for the year ended on that date;

III. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

IV. the Financial Statements have been prepared on a going concern basis.

APPOINTMENT OF COMPANY SECRETARY

Your directors pleased to inform you that your company has appointed Miss Sneha Binani as ''Company Secretary'' of the Company with effect from 1st June, 2014 at a remuneration recommended by Nomination and Remuneration Committee and mutually agreed between her and the board.

With the appointment of Company Secretary, the conditions specified in the Act and Rules made there under as also under new clause 49 of the listing agreement stands complied.

APPOINTMENT OF CHIEF FINANCIAL OFFICER (CFO)

Your directors pleased to inform you that your company proposed to re-designated Sri Anubhav Poddar as ''Chief Financial Officer (CFO)'' of the Company with effect from 1st September, 2014 in place of President of the Company. Other terms and conditions including remuneration will remain same as earlier.

With the appointment of CFO, the conditions specified in the Act and Rules made there under as also under new clause 49 of the listing agreement stands complied.

APPOINTMENT OF GM -MARKING AND SALES

Your directors pleased to inform you that your company proposed to re-designated Sri Vaibhav Poddar as ''GM- Marketing and Sales'' of the Company with effect from 1st September, 2014 in place of Chief Executive Officer (CEO) of the Company. Other terms and conditions including remuneration will remain same as earlier.

RECONSTITUTION OF VARIOUS COMMITTEES AS PER COMPANIES ACT, 2013

The company has reconstituted and renamed all the exiting committees of the board as per the provisions of companies Act, 2013 with proper composition of its members.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, the Annual Report also included Consolidated Financial Statement for the financial year 2013-14.

SUBSIDIARY COMPANY

In terms of Section 212 of the Companies Act, 1956, the documents required to be annexed in respect of M/s.Kingstone Krystals Limited, a subsidiary Company are attached to this report. During the year, the Audit committee reviewed the financial statements (in particular, the investments made) of its unlisted subsidiary company, viz., Kingstone Krystals Ltd., to the extent applicable. Minutes of the board meetings of subsidiary company were regularly placed before the Board of the Company.

PUBLIC DEPOSITS

Your company did not accept any deposits from the public during the year under review.

AUDITORS & AUDITORS'' REPORT

The Auditors, M/s.G. K. Tulsyan & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Directors recommend their reappointment subject to compliance of Section 139 of the Companies Act, 2013 and the rules made there under.

Report of the Auditors, including reference made therein, to the notes forming part of the Statement of Accounts, are self explanatory and does not require to be elucidated further.

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

Information as per Section 217(1)(e) read with Rule 2(A) and 2(B) of the Companies (Disclosure of particulars in the report of Board of Directors) Rules,1988 are given in the ''Annexure - A'' as forming part of the report.

PERSONNEL

Your Directors would like to put on record their appreciation of the sincere and dedicated services rendered by the loyal employees of the Company. There are no employees drawing remuneration in aggregate of Rs.5,00,000/- or more per month, if employed for the part of the year and Rs. 60,00,000/- per annum if employed throughout the year, in terms of Section 217(2A) of the Companies Act,1956.

CORPORATE GOVERNANCE

The Company believes in and has practiced good Corporate Governance. The spirit of Corporate Governance is being gradually built up in the Company and is not just restricted to ensuring compliance with regulatory requirements but also meeting higher standards of transparency, accountability and integrity in respect of all its transactions. Based upon the above philosophy your Directors present a report on corporate governance as ''Annexure - B'' to their report.

On behalf of the Board

Place : Kolkata K. M. Poddar Dated : 08/08/2014 Managing Director

S.L. Singhania Director

---

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting their report on business and operations together with the Audited Accounts of your company for 2012-2013.

FIN ANCIAL RESULTS All figures in Rs. lacs

Particulars Current Year Previous Year

Total Income 920.22 859.11

Profit before Interest & Depreciation 221.61 506.99

Interest 52.72 196.72

Depreciation 34.52 34.05

Profit before taxation 134.37 276.22

Provision for Tax 26.02 -

Profit after tax 108.35 276.22

REVIEW OF OPERATIONS:

The trading condition of the granite industry particularly in the export market continues to be difficult and our company is no exception. Our company being an Export Oriented Unit (EOU), the dearth of profitable export order affected the company''s working adversely during 2012-13. The company could earn some surplus mainly by undertaking other activities such as trading, transportation, investments etc. The total revenue of the company was Rs. 920.22 lac in 2012-13 as against Rs. 859.11 lac in the previous year. It earned a Net Profit of Rs. 108.35 lac in 2012-13 as compared to Rs. 276.22 lac in 2011-12.

The profits of 2011-12 enabled the company to achieve positive net worth and it ceased to be a sick industrial undertaking. The Board for Industrial and Financial Reconstruction (BIFR) reviewed the company''s financial status and discharged our company (vide its order dated 29-05-2012) from the preview of Sick Industries (Special Provision)Act, 1985 and BIFR.

PROSPECT:

The company continues to make effort to obtain profitable order for granite products from export market as also to explore possibility of diversified activity.

DIVIDEND:

In order to conserve resources for working capital requirements in the absence of bank finance, no payment of dividend has been considered.

DIRECTORS:

Sri Arabinda De, Director of the company, retires at the ensuing Annual General Meeting by rotation and being eligible, offers himself for re-appointment pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company. He does not hold any share in his own name. He is director in six other limited companies. He is a practicing Chartered Accountant and doing practice since 20 years.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, the Annual Report also included Consolidated Financial Statement for the financial year 2012-13.

SUBSIDIARY COMPANY

In terms of Section 212 of the Companies Act,1956, the documents required to be annexed in respect of M/s.Kingstone Krystals Limited, a subsidiary Company are attached to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

I. in preparation of the Financial Statements for the year ended 31st March, 2013, the applicable Accounting Standard read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there has been no material departure from the same;

II. the Directors have 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 as at March 31, 2013 and of the Profit of the Company for the year ended on that date;

III. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

IV. the Financial Statements have been prepared on a going concern basis.

PUBLIC DEPOSITS

Your company did not accept any deposits from the public during the year under review.

AUDITORS & AUDITORS'' REPORT

The Auditors, M/s.G. K. Tulsyan & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. As required under Section 224 of the Companies Act, 1956, the Company has obtained from them a certificate to the effect that re-appointment, if made would be in conformity with the limits prescribed in the said Section. The Directors recommend their reappointment.

Report of the Auditors, including reference made therein to the notes forming part of the Statement of Accounts, are self explanatory and does not require to be elucidated further.

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

Information as per Section 217(1)(e) read with Rule 2(A) and 2(B) of the Companies (Disclosure of particulars in the report of Board of Directors) Rules,1988 are given in the ''Annexure – A'' as forming part of the report.

PERSONNEL

Your Directors would like to put on record their appreciation of the sincere and dedicated services rendered by the loyal employees of the Company. There are no employees drawing remuneration in aggregate of Rs.5,00,000/- or more per month, if employed for the part of the year and Rs. 60,00,000/- per annum if employed throughout the year, in terms of Section 217(2A) of the Companies Act,1956.

CORPORATE GOVERNANCE

The Company believes in and has practiced good Corporate Governance. The spirit of Corporate Governance is being gradually built up in the Company and is not just restricted to ensuring compliance with regulatory requirements but also meeting higher standards of transparency, accountability and integrity in respect of all its transactions. Based upon the above philosophy your Directors present a report on corporate governance as ''Annexure – B'' to their report.

On behalf of the Board of Directors

Place : Kolkata K. M. Poddar

Dated : 29/05/2013 Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting their report on business and operations of your company together with the Audited Accounts of the company for 2009-2010.

FINANCIAL RESULTS All figures in Rs. lacs.

Particulars Current Year Previous Year

Total Income 885.16 1381.70

Profit before Interest & Description 282.74 130.99

Interest 76.04 1.12

Depreciation 33.43 33.82

Profit before taxation 173.27 96.05

Provision for F.B.T. - 2.45

Profit after tax 173.27 93.60

Prior period adjustments (1-35) (0.93)

Net Profit 171.92 92.67



During the year under review the total income of the company was Rs.885.16 lac as against Rs. 1381.70 lac in the previous year. The total income was lower mainly due to fall in export sales of granite products in a continued difficult trading condition in the export market. During the year the company, however, increased its profit after tax to Rs. 173.27 lac from a profit of Rs. 96.05 lac in the previous year mainly due to earning from other activity.

Prospect

The companys continued efforts through frequent visits abroad to build up customer relations have yielded positive results and the company during the current year i.e., 2010-11 obtained some orders from U.S. parties with possibility of getting the same on repetitive basis. In case all these efforts materialise into export order, the companys exports of granite products would increase and the companys profitability will improve.

Directors

Sri A. De, Director of the company, is liable to retire by rotation pursuant to the provisions of the Companies Act, 1956 and the Articles of Association of the Company and being eligible, offers himself for re-appointment. He is Non- Executive Independent Director of the Company. He is a practicing Chartered Accountant. He also holds the directorship in six more limited companies. He does not hold any share of Ceeta Industries Ltd either in his own name or as a beneficiary.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

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

b) they have selected such accounting policies and applied them consistently and made judgements 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 or loss of the Company for that year;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis.

Subsidiary Company

In terms of Section 212 of the Companies Act,1956, the documents required to be annexed in respect of M/s.Kingstone Krystals Limited, a subsidiary Company are attached to this report.

Auditors

The Auditors, M/s.G. K. Tulsyan & Co., Chartered Accountants retire at the ensuing Annual General Meeting and offer themselves for reappointment. The Directors recommend their reappointment.

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

Information as per Section 217(1 )(e) read with Rule 2(A) and 2(B) of the Companies (Disclosure of particulars in the report of Board of Directors) Rules,1988 are given in the Annexure - A as forming part of the report.

Personnel

Your Directors would like to put on record their appreciation of the sincere and dedicated services rendered by the loyal employees of the Company.

There are no employees drawing remuneration, which requires disclosure under Section 217(2A) of the Companies Act, 1956.

Corporate Governance

The Company believes in and has practiced good Corporate Governance. The spirit of Corporate Governance is being gradually built up in the Company and is not just restricted to ensuring compliance with regulatory requirements but also meeting higher standards of transparency, accountability and integrity in respect of all its transactions. Based upon the above philosophy your Directors present a report on corporate governance as Annexure - B to their report.

On behalf of the Board of Director

PLACE: KOLKATA K. M. PODDAR

DATE: 30/07/2010 MANAGING DIRECTOR