Directors Report of Durlax Top Surface Ltd.

Mar 31, 2025

1) Your Directors are pleased to present the Fifteenth (15^th) Annual Report together with the Audited Financial
Statements for the year ended 31^st March, 2025.

Financial Results	For the year ended on 31.3.2025	For the year ended on 31.3.2024
	(Rs. in lacs)	(Rs. in lacs)
Revenue from Operations	12,265.25	9076.42
Other Income	216.76	7.51
Total Revenue	12,482.01	9083.93
Less: Interest	374.54	378.59
: Depreciation	245.43	223.77
: Other Expenses	10,865.32	7972.90
: Prior period expense	0.00	96.40
Profit before Tax	996.72	412.28
Less: Current Tax	259.35	13.00
: Deferred Tax	-12.29	-0.06
Profit after Tax	749.66	399.34
EPS	4.79	3.21

3) DIVIDEND:

Your Directors have retained the reserves and surplus as they have plans for expansion and diversification of
Business. The Company is in the growth stage and so it is better to retain its Reserves and Surplus and reinvest
to support the expansion and diversification plans.

4) OPERATIONAL HIGHLIGHTS:

The Company earned operational income of Rs.12,265.25 lacs compared to Rs. 9076.42 lacs for the previous
year. The other income is Rs. 216.76 lacs compared to Rs. 7.51 lacs in the previous year. The revenue increased
by 35% during the year.

5) CHANGES IN THE NATURE OF BUSINESS, IF ANY:

During the year the Company is in the business of manufacturing solid surface material. There is no change in
nature of the business of the Company. The Company has its registered office at Mumbai.

6) CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND
OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and
outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is furnished as under:

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

(i) The Company has taken all effective steps to conserve the energy by installing latest equipment’s for
conservation of energy. As a stand-by arrangement in case of no supply of electricity, the Company
has installed generator set.

(ii) The cumulative effect of the Energy conversations steps taken by the Company has considerably
reduced the consumption of Energy and saved the cost.

(iii) The Company’s per unit consumption of Electricity is as follows:

Particulars	2024-25	2023-24
Total Units Consumed	509145	581187
Total amount of Electricity consumed	49,48,888/-	Rs. 58,70,691/-

(B) Technology absorption:

(i) Efforts, in brief, made towards technology absorption. Benefits derived as a result of the above efforts,
e.g., product improvement, cost reduction, product development, import substitution, etc.: During the
year, the Company has not taken any technical knowhow from anyone and hence not applicable.

(ii) Expenditure incurred on Research and Development:

The Company has not incurred any expenditure on research and development.

(C) Foreign exchange earnings and Outgo:

Particulars	Amt (in Rs.)
Foreign Exchange earned in terms of actual inflows during the year	1,66,67,839
Foreign Exchange outgo during the year in terms of actual outflows	1,40,15,978

7) RISK MANAGEMENT POLICY:

The Company has a structured Risk Management policy. The Risk Management process is designed to
safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate,
evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are integrated
with the management process such that they receive the necessary consideration during decision making.

8) CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules,
2013 is not applicable to the Company.

9) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

Details of loans, guarantees or investments made by the Company under Section 186 of the Companies Act,
2013 during the year under review are given in the notes to financial statements.

10) RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the
ordinary course of business. There are no materially significant related party transactions during the year, which
may have potential conflict with the interest of the company at large. The details of the transactions with the
related parties are disclosed in the notes to Financial Statements.

11) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Rules framed thereunder,
Mr. LALIT LAXMICHAND SUTHAR (holding DIN: 02985324) Whole Time Director of the Company retire by
rotation at the forthcoming Annual General Meeting and he being eligible, offers himself for reappointment.

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act,
2013 are as follows:

1. Mr. Shravan Suthar, Managing Director (DIN: 02985316)

2. Mr. Lalit Suthar, Whole Time Director (DIN: 02985324)

3. Ms. Kalpana Nikam, Chief Financial Officer

4. Ms. Komal Upendra Birla, Company Secretary

Independent Directors

1. Mr. Narayan Uttam Samantra (DIN: 09798498)

2. Mr. Bhavesh Rajendra Jain (DIN: 10745884)

3. Ms. Palak Jain (DIN: 09182098)

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder read with the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried the evaluation of its
own performance, Individual Directors, its Committees, including the Chairman of the Board on the basis of
attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee
of the Company. The evaluation of the working of the Board, its committees, experience and expertise,
performance of specific duties and obligations etc were carried out. The Directors expressed their satisfaction
with the evaluation process and outcome.

The performance of each of the non-independent directors (including the Chairman) was also evaluated by the
Independent Directors at the separate meeting held of Independent Directors of the Company.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria
for Determining, Qualifications, Positive Attributes and Independence of a Director and also a Policy for
remuneration of Directors, Key managerial Personnel and senior management.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements
as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as
Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

12) NUMBER OF MEETING OF BOARD OF DIRECTORS:

During the year 11 (Eleven) Board Meetings and were convened and held on 20/05/2024, 07/06/2024, 11/06/2024,
18/06/2024, 21/06/2024, 26/06/2024, 22/07/2024, 22/08/2024, 13/11/2024, 30/01/2025 and 28/02/2025. The
intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Name of the Director	Category of the Director	No of Board Meeting Attended
Mr. SHRAVAN SUTHAR	Managing Director	11/11
Mr. LALIT SUTHAR	Whole-time Director	11/11
Mr. NARAYAN SAMANTRA	Independent Director	11/11
Ms. PALAK JAIN	Independent Director	4/4
Mr. BHAVESH JAIN	Independent Director	4/4

Independent Directors Meeting was held on 22nd August, 2024 in the Financial year 2024-25 wherein all the
above three Independent Directors were present.

Disclosure on the compliance of Secretarial Standards:

The Directors confirm to the best of their knowledge and belief that the Company has complied with the
applicable provisions of Secretarial Standards on the Meeting of the Board of Directors issued by the Institute
of Company Secretaries of India.

13) AUDIT COMMITTEE:

During the year, the Audit Committee met 4 (Four) times on 29/05/2024, 22/08/2024, 13/11/2024 and 30/01/2025.
The Board has accepted all recommendations of Audit Committee and accordingly, no disclosure is required to
be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.

Name of the Director	Position in the Committee	Category of Director	No of Meeting Attended
Mr. NARAYAN SAMANTRA	Chairman	Non-Executive Independent Director	4/4
Ms. PALAK JAIN (Appointed w.e.f 22.08.2024)	Member	Non-Executive Independent Director	3/3
Mr. SHRAVAN SUTHAR	Member	Managing Director	4/4
Ms. ROXY TENIWAL (Resigned w.e.f 22.08.2024)	Member	Non-Executive Independent Director	3/3

14) SHAREHOLDERS RELATIONSHIP COMMITTEE:

The Committee, inter alia, started overseeing and reviewing all matters connected with the shares and looks
into shareholders complaints.

During the year, the Shareholders Relationship Committee met 4 (Four) times on 29/05/2024, 22/08/2024,
13/11/2024 and 30/01/2025.

Name of the Director	Position in the Committee	Category of Director	No of Meeting Attended
Mr. NARAYAN SAMANTRA	Chairman	Non-Executive Independent Director	4/4
Ms. PALAK JAIN (Appointed w.e.f 22.08.2024)	Member	Non-Executive Independent Director	3/3
Mr. BHAVESH JAIN (Appointed w.e.f 22.08.2024)	Member	Non-Executive Independent Director	3/3
Ms. ROXY TENIWAL (Resigned w.e.f 22.08.2024)	Member	Non-Executive Independent Director	2/2
Mr. ABHISHEK BANSAL (Resigned w.e.f 22.08.2024)	Member	Non-Executive Independent Director	2/2

15) NOMINATION AND REMUNERATION COMMITTEE:

The Committee met only once on 22/08/2024 during the year.

Name of the Director	Position in the Committee	Category of Director	No of Meeting Attended
Mr. NARAYAN SAMANTRA	Chairman	Non-Executive Independent Director	1/1
Ms. PALAK JAIN (Appointed w.e.f 22.08.2024)	Member	Non-Executive Independent Director	1/1
Mr. BHAVESH JAIN (Appointed w.e.f 22.08.2024)	Member	Non-Executive Independent Director	1/1
Ms. ROXY TENIWAL (Resigned w.e.f 22.08.2024)	Member	Non-Executive Independent Director	1/1
Mr. ABHISHEK BANSAL (Resigned w.e.f 22.08.2024)	Member	Non-Executive Independent Director	1/1

16) DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its
responsibility Statement:

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

b) the directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit and loss of the company for that period;

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

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

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.

17) ANNUAL RETURN:

The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management
and administration) Rules, 2014 is placed at the website of the Company.

18) SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

19) DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

20) AUDITORS:

♦ STATUTORY AUDITORS:

M/s N K Mittal & Associates., Chartered Accountants, Mumbai were appointed as the statutory auditors
of the Company at the 13^th Annual General Meeting of the Company to hold office till Eighteenth Annual
General Meeting to be held in the year 2028. As required under Listing Regulations, the auditors have also
confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered
Accountants of India.

♦ SECRETARIAL AUDIT:

M/s. Rahul Jain & Co., Practicing Company Secretaries, was appointed as Secretarial Auditors of the
Company for the financial year 2024-25 pursuant to the provisions of Section 204 of the Companies Act,
2013. The Secretarial Audit Report submitted by them in prescribed form MR-3 is attached as Annexure II
to this Report.

21) OBSERVATION OF AUDITORS:

There are no qualifications, reservations or adverse remarks made by the Auditors. The other observations of
the auditors are self-explanatory and do not call for further information.

22) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or
disposition of its assets. All the transactions are properly authorised, recorded and reported to the Management.
The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts
and reporting financial statements. The internal management of the company checks and verifies the internal
control and monitors them in accordance with policy adopted by the company.

The Company continues to ensure proper and adequate systems and procedures commensurate with its size
and nature of its business.

23) SHARES:

a. BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES:

The Company has not issued any Bonus Shares during the year under review.

d. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the employees.

e. FRESH ISSUE OF SHARES:

The Company vide Prospectus dated June 11,2024 issued below securities via Initial Public Offering and
on June 26, 2024 the Company’s Securities were listed on NSE Emerge Platform.

INITIAL PUBLIC OFFER OF 60,00,000 EQUITY SHARES OF FACE VALUE OF ? 10 EACH ("EQUITY
SHARES”) OF DURLAX TOP SURFACE LIMITED ("COMPANY”) FOR CASH AT A PRICE OF ? 68 PER
EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ? 58 PER EQUITY SHARE) ("OFFER PRICE”).

24) CORPORATE GOVERNANCE REPORT:

Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are not applicable to SME listed Company notified by Securities
and Exchange Board of India vide notification No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September,
2015, hence the same has not been annexed to the Board’s Report.

25) MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is appended as Annexure - I to this Report.

26) PARTICULARS OF EMPLOYEES:

The ratio remuneration of each director Disclosure under the provisions of Section 197 of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014:

i. Company Your Directors Remuneration (including commission and variable pay) to the median remuneration
of the employees of your company for the year 2024-25 was as under:

Name of Director	Designation	Ratio of remuneration of each Director to the Median employee’s Remuneration
Mr. Shravan Suthar	Managing Director	20.39
Mr. Lalit Suthar	Whole Time Director	20.39

ii. The percentage increase in the remuneration of each director, Chief Executive Officer, Chief Financial
Officer and Company Secretary, if any in the financial year:

Name	Designation	Increase/(Decrease) (%)
Mr. Shravan Suthar	Managing Director	20
Mr. Lalit Suthar	Whole Time Director	100
Ms. Kalpana Nikam	Chief Financial Officer	No Change
Ms. Komal Birla	Company Secretary	No Change

iii. The percentage decrease in the median remuneration of employees in the financial year: 6.72%

iv. The number of permanent employees on the rolls of the Company as on 31.03.2025: 77

v. Average percentile increase already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional circumstances for increase
in the managerial remuneration: 10% increase in salaries of some of the Employees and 20% to 100%
increase in Managerial Remuneration of Directors during F.Y. 2024-25.

vi. Affirmation that the remuneration is as per the remuneration policy of the company. The Company’s
remuneration policy is driven by the success and performance of the individual employees and the
Company. Through the compensation package, the company endeavours to attract, retain, develop and
motivate high performance staff. The Company follows a compensation mix of fixed pay, benefits and
performance based variable pay: The Company affirms that the remuneration is as per remuneration
policy of the Company.

vii. Details pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with reference
to remuneration of employees in excess of the limits prescribed - None of the employees were in receipt of
remuneration above 8 lakh 50 thousand per month or Rs. One crore Two lakhs per annum and above.

27) COST AUDIT:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit)
Amendment Rules, 2014 dated 31/12/2014, the activity of our Company falls under Non-regulated sectors and
hence, cost audit is not applicable to the Company for the Financial Year 2024-25.

28) MATERIAL CHANGES AND COMMITMENT IF ANY. AFFECTING FINANCIAL POSITION OF THE COMPANY
FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT:

Since the closure of the last Financial Year i.e., since March 31,2024, the Company vide Prospectus dated
June 11,2024 issued its securities via Initial Public Offering and the Company got listed on NSE Emerge stock
exchange on June 26, 2024. Therefore, the Company now being a Listed Company the Financial Position of
the Company is varied.

29) HUMAN RESOURCES:

During the period under review, the personal and industrial relations with the employees remained cordial in all
respects. The management has always carried out systematic appraisal of performance and imparted training
at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding
performance. During the year, Company has adopted Human Rights Policy Statement to express Company’s
commitment to do business with ethical values and embrace practices that supports human rights, and labour
laws on a continuous basis. During the Lockdown period caused by the global pandemic, Company promptly
responded and adopted the Work from Home Policy and ensured timely payment of monthly remuneration to its
employees. After the initiation of operations, proper care is taken to provide safe and healthy work environment
to employees by providing regular health checkups, thermal screening and regular sanitization of work place.

30) POLICY RELATING TO ANTI SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION-
PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has placed a Policy to treat women employees with dignity and no discrimination against
them plus zero tolerance toward any sexual abuse - to abide by letter and spirit requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there
under and redressal of complaints of sexual harassment at work place. All employees (permanent, contractual,
temporary, trainees) are supposed to adhere to the conduct themselves as prescribed in this policy.

During the year under review, details are as follows:

Particulars	Number of complaints
Number of complaints of sexual harassment received in the year	0
Number of complaints disposed off during the year	0
Number of cases pending for more than ninety days	0

31) DETAILS OF SIGNIFICANT & MATERIAL ORDERS IMPACTING THE GOING CONCERN STATUS/
COMPANY’S OPERATIONS IN FUTURE:

No significant, material orders have been passed by the regulators or courts or tribunals impacting the going
concern status of the Company or Company’s operations in future.

32) PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant to new SEBI (Prohibition
& Insider Trading) Regulation 2015 in place of SEBI (Prohibition & Insider Trading) Regulation 1992 with a view
to regulate trading in securities by the Directors and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by
the Directors and the designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the ‘Trading Window’ is closed. The Board is responsible
for implementation of the Code. All Directors and the designated employees have confirmed compliance with
the Code.

33) COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the provisions of Secretarial Standards (I & II) issued by the Institute of
Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies
Act, 2013.

34) DETAILS OF APPLICATION UNDER THE IBC, 2016 DURING THE YEAR ALONG WITH THEIR STATUS:

During the year under review, there were no applications made or proceedings pending in the name of the
Company under the Insolvency and Bankruptcy Code, 2016.

35) DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OF FINANCIAL
INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from Banks and Financial
Institutions.

36) CAUTIONARY STATEMENT:

Statements in these reports describing company’s projection statements, expectations and hopes are forward
looking statements. Though, these are based on reasonable assumption, the actual results may differ.

37) ACKNOWLEDGEMENTS:

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

For and on behalf of the Board of Directors

Shravan Suthar Lalit Suthar

Managing Director Whole-time Director

Mumbai, 13^th May, 2025 DIN: 02985316 DIN: 02985324

---

Mar 31, 2024

1) Your Directors are pleased to present the Fourteenth (14^th) Annual Report together with the Audited Financial Statements for the year ended 31^st March, 2024.

Financial Results	For the year ended on 31.3.2024	For the year ended on 31.3.2023
	(Rs. in lacs)	(Rs. in lacs)
Revenue from Operations	9076.42	6673.83
Other Income	7.51	10.37
Total Revenue	9083.93	6684.20
Less: Interest	378.59	343.88
: Depreciation	223.77	160.73
: Other Expenses	7972.90	5892.15
: Prior period expense	96.40	-
Profit before Tax	412.28	287.44
Less: Current Tax	13.00	-
: Deferred Tax	-0.06	24.86
Profit after Tax	399.34	262.59
EPS	3.21	2.20

3) DIVIDEND:

Your Directors have retained the reserves and surplus as they have plans for expansion and diversification of Business. The Company is in the growth stage and so it is better to retain its Reserves and Surplus and reinvest to support the expansion and diversification plans.

4) OPERATIONAL HIGHLIGHTS:

The Company earned operational income of Rs. 9076.42 lacs compared to Rs. 6673.83 lacs for the previous year. The other income is Rs. 7.51 lacs compared to Rs. 10.37 lacs in the previous year. The revenue increased by 36% during the year.

5) CHANGES IN THE NATURE OF BUSINESS, IF ANY:

During the year the Company is in the business of manufacturing solid surface material. There is no change in nature of the business of the Company. The Company has its registered office at Mumbai.

The Company vide Prospectus dated June 11,2024 issued its securities via Initial Public Offering and on June 26, 2024 the Company’s Securities were listed on NSE Emerge Platform.

6) CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as under:

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

(i) The Company has taken all effective steps to conserve the energy by installing latest equipment’s for conservation of energy. As a stand-by arrangement in case of no supply of electricity, the Company has installed generator set.

(ii) The cumulative effect of the Energy conversations steps taken by the Company has considerably reduced the consumption of Energy and saved the cost.

(iii) The Company’s per unit consumption of Electricity is as follows:

Particulars	2023-24	2022-23
Total Units Consumed	581187	529830
Total amount of Electricity consumed	Rs. 58,70,691/-	Rs. 50,63,726/-

(B) Technology absorption:

(i) Efforts, in brief, made towards technology absorption. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.: During the year, the Company has not taken any technical knowhow from anyone and hence not applicable.

(ii) Expenditure incurred on Research and Development:

The Company has not incurred any expenditure on research and development.

(C) Foreign exchange earnings and Outgo:

Particulars	Amt (in Rs.)
Foreign Exchange earned in terms of actual inflows during the year	4,07,81,593/-
Foreign Exchange outgo during the year in terms of actual outflows	3,46,11,955/-

7) RISK MANAGEMENT POLICY:

The Company has a structured Risk Management policy. The Risk Management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are integrated with the management process such that they receive the necessary consideration during decision making.

8) CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2013 is not applicable to the Company.

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

Details of loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review are given in the notes to financial statements.

10) RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business. There are no materially significant related party transactions during the year, which may have potential conflict with the interest of the company at large. The details of the transactions with the related parties are disclosed in the notes to Financial Statements.

11) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Rules framed thereunder, Mr. SHRAVAN LAXMICHAND SUTHAR (holding DIN: 02985316) Managing Director of the Company retire by rotation at the forthcoming Annual General Meeting and he being eligible, offers himself for reappointment.

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

1. Mr. Shravan Suthar, Managing Director (DIN : 02985316)

2. Mr. Lalit Suthar, Whole Time Director (DIN : 02985324)

3. Ms. Kalpana Nikam, Chief Financial Officer

4. Ms. Sejal Solanki, Company Secretary resigned on 20^th May, 2024 and she has been replaced by Ms. Komal Birla, Company Secretary appointed on 20^th May, 2024.

Independent Directors

1. Ms. ROXY TENIWAL (DIN: 09801276) (resigned w.e.f 22nd August, 2024)

2. Mr. ABHISHEK BANSAL (DIN: 09790993) (resigned w.e.f 22nd August, 2024)

3. Mr. BHAVESH JAIN (DIN: 10745884) (appointed w.e.f 22nd August, 2024)

4. Ms. PALAK JAIN (DIN: 09182098) (appointed w.e.f 22nd August, 2024)

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried the evaluation of its own performance, Individual Directors, its Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the non-independent directors (including the Chairman) was also evaluated by the Independent Directors at the separate meeting held of Independent Directors of the Company.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for Determining, Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

12) NUMBER OF MEETING OF BOARD OF DIRECTORS:

During the year 17 (Seventeen) Board Meetings and were convened and held on 07/04/2023, 13/04/2023, 14/04/2023, 22/06/2023, 26/06/2023 04/07/2023, 01/09/2023, 18/09/2023, 19/09/2023, 25/03/2023, 30/09/2023, 23/12/2023, 05/03/2024, 11/03/2024, 13/03/2024, 14/03/2024 and 20/03/2024. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Name of the Director	Category of the Director	No of Board Meeting Attended
Mr. SHRAVAN SUTHAR	Managing Director	17/17
Mr. LALIT SUTHAR	Whole-time Director	17/17
Mr. NARAYAN SAMANTRA	Independent Director	17/17
Ms. ROXY TENIWAL	Independent Director	17/17
Mr. ABHISHEK BANSAL	Independent Director	17/17

Disclosure on the compliance of Secretarial Standards:

The Directors confirm to the best of their knowledge and belief that the Company has complied with the applicable provisions of Secretarial Standards on the Meeting of the Board of Directors issued by the Institute of Company Secretaries of India.

13) AUDIT COMMITTEE:

During the year, the Audit Committee met 4 (Four)times on 30/06/2023, 25/09/2023, 30/12/2023 and 30/03/2024. The Board has accepted all recommendations of Audit Committee and accordingly, no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.

Name of the Director	Position in the Committee	Category of Director	No of Meeting Attended
Mr. NARAYAN SAMANTRA	Chairman	Non-Executive Independent Director	4/4
Ms. ROXY TENIWAL	Member	Non-Executive Independent Director	4/4
Mr. SHRAVAN SUTHAR	Member	Managing Director	4/4

14) SHAREHOLDERS RELATIONSHIP COMMITTEE:

The Committee, inter alia, started overseeing and reviewing all matters connected with the shares and looks into shareholders complaints.

During the year, the Shareholders Relationship Committee met 1 (One) time on 30/09/2023.

Name of the Director	Position in the Committee	Category of Director	No of Meeting Attended
Mr. NARAYAN AMANTRA	Chairman	Non-Executive Independent Director	1/1
Ms. ROXY TENIWAL	Member	Non-Executive Independent Director	1/1
Mr. Abhishek Bansal	Member	Non-Executive Independent Director	1/1

15) NOMINATIOAN AND REMUNERATION COMMITTEE:

The Committee met only once on 30/09/2023 during the year.

Name of the Director	Position in the Committee	Category of Director	No of Meeting Attended
Mr. NARAYAN SAMANTRA	Chairman	Non-Executive Independent Director	1/1
Ms. ROXY TENIWAL	Member	Non-Executive Independent Director	1/1
Mr. Abhishek Bansal	Member	Non-Executive Independent Director	1/1

16) DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its

responsibility Statement:—

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

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

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

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.

17) ANNUAL RETURN:

The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is placed at the website of the Company.

18) SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES:

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

19) DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

20) AUDITORS:

♦ STATUTORY AUDITORS:

M/s N K Mittal & Associates., Chartered Accountants, Mumbai were appointed as the statutory auditors of the Company at the 13^th Annual General Meeting of the Company to hold office till Eighteenth Annual General Meeting to be held in the year 2028. As required under Listing Regulations, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

♦ SECRETARIAL AUDIT:

Secretarial Audit is not applicable for financial year ended 31st March, 2024 as the Company was a public company as on 31st March, 2024 & the Company does not fall into the criteria mentioned under section 204 of Companies Act, 2013.

21) OBSERVATION OF AUDITORS:

There are no qualifications, reservations or adverse remarks made by the Auditors. The other observations of the auditors are self-explanatory and do not call for further information.

22) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorised, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal management of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

23) SHARES:

a. BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES:

The Company has issued Bonus Shares to its existing shareholders in the ratio of 78:1 on 26th December, 2022.

d. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the employees.

e. FRESH ISSUE OF SHARES:

The Company has made a Preferential Allotment of 5,92,000 Equity Shares having a face value of Rs. 10/- each fully paid up for the cash at a price of Rs. 30/- per equity share (including a share premium of Rs.20/- per equity shares) aggregating to Rs. 177.60 lakhs as detailed below: 07th January 2023 - 400000 equity shares, 27th February 2023 - 104000 equity shares, 17th March 2023 - 61000 equity shares and 13th April, 2023 - 27000 equity shares.

24) CORPORATE GOVERNANCE REPORT:

Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to SME listed Company notified by Securities and Exchange Board of India vide notification No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September, 2015, hence the same has not been annexed to the Board’s Report.

25) MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is appended as Annexure - I to this Report.

26) PARTICULARS OF EMPLOYEES:

The ratio remuneration of each director Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

i. Company Your Directors Remuneration (including commission and variable pay) to the median remuneration

of the employees of your company for the year 2023-24 was as under:

Name of Director	Designation	Ratio of remuneration of each Director to the Median employee’s Remuneration
Mr. Shravan Suthar	Managing Director	15.85
Mr. Lalit Suthar	Whole Time Director	9.51

ii. The percentage increase in the remuneration of each director, Chief Executive Officer, Chief Financial Officer and Company Secretary, if any in the financial year:

Name	Designation	Increase/(Decrease) (%)
Mr. Shravan Suthar	Managing Director	No change
Mr. Lalit Suthar	Whole Time Director	No change
Ms. Kalpana Nikam	Chief Financial Officer	NA
Ms. Sejal Solanki	Company Secretary	NA

iii. The percentage decrease in the median remuneration of employees in the financial year: 7.21%

iv. The number of permanent employees on the rolls of the Company as on 31.03.2024: 88

v. Average percentile increase already made in the salaries of employees other than the managerial

personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: 10% increase in salaries of some of the Employees and nil increase in Managerial Remuneration of Directors during F.Y. 2023-24.

vi. Affirmation that the remuneration is as per the remuneration policy of the company. The Company’s

remuneration policy is driven by the success and performance of the individual employees and the

Company. Through the compensation package, the company endeavors to attract, retain, develop and

motivate high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay: The Company affirms that the remuneration is as per remuneration policy of the Company.

vii. Details pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with reference to remuneration of employees in excess of the limits prescribed - None of the employees were in receipt of remuneration above 8 lakh 50 thousand per month or Rs. One crore Two lakhs per annum and above.

27) COST AUDIT:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 dated 31/12/2014, the activity of our Company falls under Non-regulated sectors and hence, cost audit is not applicable to the Company for the Financial Year 2023-24.

28) MATERIAL CHANGES AND COMMITMENT IF ANY. AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT:

Since the closure of the Financial Year i.e., since March 31,2024, the Company vide Prospectus dated June 11, 2024 issued its securities via Initial Public Offering and the Company got listed on NSE Emerge stock exchange on June 26, 2024. Therefore, the Company now being a Listed Company the Financial Position of the Company is varied.

29) HUMAN RESOURCES:

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance. During the year, Company has adopted Human Rights Policy Statement to express Company’s commitment to do business with ethical values and embrace practices that supports human rights, and labour laws on a continuous basis. During the Lockdown period caused by the global pandemic, Company promptly responded and adopted the Work from Home Policy and ensured timely payment of monthly remuneration to its employees. After the initiation of operations, proper care is taken to provide safe and healthy work environment to employees by providing regular health checkups, thermal screening and regular sanitization of work place.

30) POLICY RELATING TO ANTI SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION-PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has placed a Policy to treat women employees with dignity and no discrimination against them plus zero tolerance toward any sexual abuse - to abide by letter and spirit requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under and redressal of complaints of sexual harassment at work place. All employees (permanent, contractual, temporary, trainees) are supposed to adhere to the conduct themselves as prescribed in this policy. During the year under review, no complaint was reported to the Board.

31) DETAILS OF SIGNIFICANT & MATERIAL ORDERS IMPACTING THE GOING CONCERN STATUS/ COMPANY’S OPERATIONS IN FUTURE:

No significant, material orders have been passed by the regulators or courts or tribunals impacting the going concern status of the Company or Company’s operations in future.

32) PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant to new SEBI (Prohibition & Insider Trading) Regulation 2015 in place of SEBI (Prohibition & Insider Trading) Regulation 1992 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the ‘Trading Window’ is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.

33) COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the provisions of Secretarial Standards (I & II) issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013.

34) DETAILS OF APPLICATION UNDER THE IBC. 2016 DURING THE YEAR ALONG WITH THEIR STATUS:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

35) DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OF FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

36) CAUTIONARY STATEMENT:

Statements in these reports describing company’s projection statements, expectations and hopes are forward looking statements. Though, these are based on reasonable assumption, the actual results may differ.

37) ACKNOWLEDGEMENTS:

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

For and on behalf of the Board of Directors

Shravan Suthar Lalit Suthar

Managing Director Whole-time Director

Mumbai, 22^nd August, 2024 DIN: 02985316 DIN: 02985324