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Directors Report of S R Industries Ltd.

Mar 31, 2025

We are pleased to present the 35th Board''s Report of S R Industries Limited (the Company) for
the financial year 2024-25. This report marks a significant milestone in the Company''s journey,
reflecting our commitment to transparency, governance, and strategic growth.

As already informed in the previous Board Report, S R Industries Limited emerged out from the
Corporate Insolvency Resolution Process (CIRP) in the month of July 2024 with Bazel
International Limited (BIL) along with its associate Promoters being the Successful Resolution
applicant (SRA), following the approval of the Resolution Plan by the Hon''ble National Company
Law Tribunal (NCLT), Chandigarh Bench. This approval paved the way for a comprehensive
restructuring and revitalization of the Company.

Subsequently, in November 2024, the Company appointed a new team of Board of Directors,
bringing together a team of experienced professionals dedicated to steering the Company towards
sustained growth and value creation. The Board has since undertaken a thorough review of the
Company''s operations, financial health, and strategic direction, ensuring alignment with our longÂ¬
term objectives.

This report outlines the Company''s performance, key initiatives undertaken during the year, and
our strategic plans moving forward. We remain committed to enhancing shareholder value and
contributing positively to the economic landscape.

We extend our gratitude to all stakeholders, including employees, shareholders, creditors, and
regulatory authorities, for their continued support and trust in S R Industries Limited.

FINANCIAL PERFORMANCE

The standalone financial statements for the financial year ended 31^st March, 2025, forming part of
this Annual Report, have been prepared in accordance with Companies Act, 2013 (âthe Actâ) and
the relevant rules issued thereunder, the Securities and Exchange Board of India (Listing
Obligations and Disclosures Requirements), Regulations, 2015 (âSEBI Listing Regulationsâ)
and applicable Indian Accounting Standards:

(Rs. in Hundred)
Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	0.00	0.00
Other Income	840.00	15,482.78
Total Income of the company	840.00	15,482.78
Less: Depreciation/ Amortisation/ Impairment	0.00	0.00
Less: Finance Costs	2137.75	0.00
Profit/(loss) before Exceptional items and Tax Expense	(86,624.48)	(10,002.90)
Add/(loss): Exceptional items	0.00	0.00
Profit /(loss) before Tax Expense	(86,624.48)	(10,002.90)
Less: Tax Expense (Current & Deferred)	(10.00)	0.00
Profit/(loss) for the year (1)	(86,634.48)	(10,002.90)
Other Comprehensive Income (2)	0.00	0.00
Total Comprehensive Income (1 2)	(86,634.48)	(10,002.90)

As on date, the Company has rehabilitated from CIRP and new management has taken the charge
over the Company. BIL along with its associates has paid full amount as proposed in the plan.
NCLT has passed order dated 1st July, 2024.

Pursuant to abovementioned NCLT order New Directors have been appointed on the Board and
structuring of new shareholders is under process for which coordination with RP, RTA, CDSL
and NSDL is undergoing.

â¢ Pursuant to the implementation of the approved Resolution Plan under the Corporate
Insolvency Resolution Process (CIRP), the capital structure of the Company has been
revised. As part of the Resolution Plan, Bazel International Limited has become the Holding
Company of S R Industries Ltd.

In accordance with the approved plan, the Company was required to allot 1,96,73,500 equity
shares to the Promoter & Promoter Group and to the public. Out of this total allotment:

â¢ 95%, i.e., 1,86,89,825 equity shares, were allotted to the Promoter & Promoter Group.

â¢ 5%, i.e., 9,83,675 equity shares, were allotted to the public shareholders.

The detailed shareholding structure is as follows:

Sr.No.	Name	No. of holding	% of holding
Promoter and Promoter Group holding:
1.	BAZEL INTERNATIONAL LIMITED	98,56,424	50.10%
2.	SAM REALTOWN PRIVATE LIMITED	19,67,350	10.00%
3.	AMS INFRASTRUCTURE PRIVATE LIMITED	17,70,615	9.00%
4.	MASATYA TECHNOLOGIES PRIVATE LIMITED	35,21,556	17.90%
5.	Mr. KAPIL GARG	5,90,205	3.00%
6.	EXPERTPRO REALTY PRIVATE LIMITED	9,83,675	5.00%

Public H	olding:
1.	Public Holding	9,83,675	5.00%
		1,96,73,500	100.00%

COMPANY OVERVIEW

The Company was a prominent player in India''s footwear manufacturing sector and has a three-
decade long existence to boast of in the footwear Industry. The Company successfully emerged
from the Corporate Insolvency Resolution Process (CIRP) in July 2024. The Hon''ble National
Company Law Tribunal (NCLT), Chandigarh Bench, approved the resolution plan, paving the
way for the company''s rehabilitation and restructuring.

Following the CIRP, SRIL underwent significant restructuring, including the reorganization of its
share capital and shareholding. Bazel International Limited (BIL) emerged as the new holding
company, assuming control over SRIL''s operations. This transition has been instrumental in
revitalizing the company''s management structure and operational strategies.

With the new professional management at the helm of affairs, SRIL is focused on capturing its
market share and consumer trust. Although business activities were paused during the CIRP

period, the company is now planning to launch new footwear brands targeting the Indian youth
demographic. These initiatives aim to capture the growing demand for fashionable and affordable
footwear among young consumers.

The Indian footwear industry is experiencing robust growth, driven by factors such as rising
disposable incomes, increased fashion consciousness, and a shift towards branded products. SRIL
is strategically positioning itself to leverage these trends by introducing innovative products that
resonate with the preferences of the youth segment.

In this regard, the Company has forayed into the footwear segment with the launch of its new
brand, "Pacalop". Positioned as a bold and playful flip-flop brand, Pacalop is crafted to appeal to
modern youthâespecially millennials and Gen Zâwho value individuality, functionality, and
style.

Pacalop aims to disrupt the traditional footwear landscape by offering a unique blend of vibrant
aesthetics, everyday comfort, and long-lasting durability. The brand embodies a forward-thinking,
approachable identity centered around authenticity and self-expression.

With a digital-first marketing strategy, Pacalop will utilize quirky, engaging campaigns and
community-driven interactions to build a strong connection with its audience. This approach is
aligned with the broader market shift towards personalized, experience-focused, and purpose-led
brands.

Management believes that Pacalop holds strong potential to gain market share by addressing the
evolving tastes and preferences of todayâs youth. The brand is expected to strengthen the
Companyâs presence in the fashion-forward footwear segment and drive sustainable growth in the
youth lifestyle market.

RESULT OF OPERATIONS AND STATE OF THE COMPANYâS AFFAIRS

During the year under review, the Company did not undertake any substantial business
operations, as it was undergoing a transitional phase following the successful completion of the
CIRP.

Post-resolution, the management has been focused on the strategic revival and restructuring of the
Companyâs operations. As part of its turnaround strategy, the Company has forayed into the
digital commerce and online marketing space, aiming to tap into new-age consumer behaviour
and evolving market trends.

To initiate business operations and re-establish its market presence, the Company has launched a
new brand, signalling its commitment to innovation, adaptability, and sustainable growth. This
initiative reflects a renewed vision to align the Company''s future with consumer-centric,
technology-driven, and scalable business models.

The management remains optimistic about the Companyâs prospects and is committed to
implementing progressive strategies to restore stakeholder value and achieve long-term
operational stability.

ENTRY AGAIN INTO FOOTWEAR MARKET AND LAUNCH OF NEW BRAND

âPacalopâ During the year under review, as part of the Companyâs strategic revival plan post its
successful exit from the Corporate Insolvency Resolution Process (CIRP) (which was in effect
from December 2021 to July 2024), the Company has ventured into the footwear market with the
launch of its new brand, âPacalop.â

Pacalop is positioned as a bold, youthful, and playful flip-flop brand specifically designed to
appeal to the modern youth, particularly millennials and Gen Z consumers, who value
individuality, practicality, and fashion-forward styles. The brand aims to disrupt the conventional
footwear market by offering products that seamlessly combine vibrant aesthetics with comfort
and durability.

The identity of Pacalop is centered on a forward-thinking, approachable, and authentic persona,
with a strong focus on self-expression and creativity. The Company has adopted a digital-first
marketing approach for Pacalop, supported by quirky, engaging campaigns and community-
driven initiatives, to establish a loyal customer base and foster brand affinity.

The launch of Pacalop is well aligned with the emerging consumer trend towards personalized,
experience-oriented, and purpose-driven brands. The management strongly believes that Pacalop
holds significant growth potential and is well-positioned to capture market share by catering to
the evolving preferences of todayâs youth. The brand is expected to strengthen the Companyâs
presence in the fashion-forward footwear segment and contribute meaningfully to its long-term
growth and profitability.

The Board remains optimistic about the future performance of Pacalop and is committed to
supporting the brandâs growth through strategic investments in product development, marketing,
and digital engagement.

RESERVES

During the financial year 2024-25, as the Company did not earn any profit, no amount was
transferred to the reserves.

CASH AND CASH EQUIVALENTS

As on 31st March, 2025, the Company is having cash and cash equivalents balance of Rs.16.53/-
lakhs.

NET WORTH OF THE COMPANY

As on 31st March, 2025, the Company is not engaged in any business activity and the Net worth
of the Company of Rs. 1207.24/-.

DIVIDEND

As the Company is yet to resume its operations and requires a considerable amount of
expenditure to be incurred for the same, the management after considering holistically the
relevant circumstances and keeping in view the Companyâs financial position has decided not to
recommend any dividend for financial year 2024-25.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

The following material changes and commitments affecting financial position between the end of
the financial year and date of this report:

â¢ Honâble NCLT Chandigarh has passed the order dated 1st July, 2024; resolution plan was
approved pursuant to that new Board is duly appointed.

â¢ The Board of Directors, at its meeting held on 4th February, 2025, approved the allotment of
1,96,73,500 (One Crore Ninety-Six Lakh Seventy-Three Thousand Five Hundred) equity
shares to the new promoter and members of the public pursuant to the order dated
01.07.2024 of Honâble National Company Law Tribunal, Chandigarh Bench (NCLT).

â¢ Rs. 11,70,00,000/- fresh funds were infused by Bazel International Ltd. (Resolution
Applicant).

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.
CHANGE OF NAME OF THE COMPANY

During the year under review, the Company successfully emerged from the Corporate Insolvency
Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016,
pursuant to the approval of the Resolution Plan by the Honâble National Company Law Tribunal,
Chandigarh Bench. Following the implementation of the Resolution Plan, the Company has
undergone significant changes in its management, shareholding structure, and business strategy.

In line with the new managementâs vision and the Companyâs strategic repositioning, the Board
of Directors has proposed to change the name of the Company from âS R Industries Limitedâ to
âArur Footwear Limitedâ to reflect the transformation and signify a fresh identity post-CIRP. The
proposed new name aligns with the Companyâs future direction and growth strategy, clearly
distinguishing it from its previous challenges and operations. The Board of Directors has
approved the alteration of the Name Clause in the Memorandum of Association (MOA) to give
effect to the change of name. It is pertinent to note that the object clause of the Company shall
remain unchanged, and the core business activities will continue as per the existing objectives.
All other clauses of the MOA shall also remain unaltered. The proposed change of name will not
affect the Companyâs existing rights, obligations, or ongoing legal proceedings initiated under its
previous name. All contracts, agreements, and commitments entered into by the Company under
its existing name will continue to be valid and enforceable. The proposed name is the subject to
the approval from BSE and the shareholders for this proposed change, which is a key step
towards establishing the Companyâs new identity and long-term vision.

CHANGES IN CAPITAL STRUCTURE

During the period under review, there was no change in the capital structure of the Company.

Pursuant to the Approved Resolution Plan, the Issued, Subscribed, and Paid-up Share Capital
of the Company, as on March 31, 2025, stood at Rs. 19,67,35,000/-, divided into 1,96,73,500
equity shares of Rs. 10/- (Rupees Ten Only) each, fully paid-up.

In accordance with the Resolution Plan approved under the Corporate Insolvency Resolution
Process (CIRP), the Company allotted 1,96,73,500 equity shares to the Promoter & Promoter
Group and the public. The allotment structure is as follows:

â¢ 95%, i.e., 1,86,89,825 equity shares, were allotted to the Promoter & Promoter Group.

â¢ 5%, i.e., 9,83,675 equity shares, were allotted to the public shareholders.

This allotment marks the post-CIRP restructuring of the Companyâs equity base in accordance
with t

he terms of the approved Resolution Plan.

AUTHORISED CAPITAL OF THE COMPANY
Equity Share

As on 31st March, 2025, Authorised Equity share capital Rs. 21,50,00,000/- divided into

2.15.00. 000 Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Preference Share

As on 31st March, 2025, Authorised 8% Non-Cumulative Redeemable Preference Shares of Rs.

15.00. 00.000/- divided into 1,50,00,000 8% Non-Cumulative Redeemable Preference Shares of
Rs. 10/- (Rupees Ten Only) each.

Paid-up Equity Share Capital

As on 31st March, 2025, Issued, Subscribed and Paid-up Capital of the Company is Rs.
19,67,35,000/- divided into 1,96,73,500 Equity Shares of Rs. 10/- (Rupees Ten Only) each.

During the statutory audit for the financial year 2024-2025, the Statutory Auditors provided
clarification regarding the classification and disclosure of 3,504 (Three Thousand Five Hundred
Four) partly paid-up equity shares. In accordance with the terms of the Approved Resolution
Plan, these shares are to be treated as fully paid-up equity shares. The Company has taken note of
this clarification and will ensure appropriate classification and disclosure in the financial
statements, in compliance with the applicable accounting standards and regulatory requirements.

HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiaries or associate company as on 31st March, 2025, so
there is no requirement of statement in Form: AOC-1, under section 129(3) of the Act read with
Rule 5 of the Companies (Accounts) Rules, 2014.

The Company underwent a Corporate Insolvency Resolution Process (CIRP) pursuant to the
order of the Hon''ble National Company Law Tribunal (NCLT), Chandigarh Bench, dated
December 21, 2021. Upon successful completion of the CIRP, Bazel International Limited, along
with its associate promoters, emerged as the Successful Resolution Applicant (SRA).

Following the approval of the Resolution Plan, S R Industries Limited became a subsidiary of
Bazel International Limited. Accordingly, the management and control of the Company have
been transferred to Bazel International Limited, which will now oversee its operations and
strategic direction. This acquisition is expected to create new opportunities and drive future
growth for the Company. As part of the Resolution Plan, the Company has allotted 98,56,424
equity shares, representing 50.10% of its total paid-up share capital, to Bazel International
Limited. Consequently, Bazel International Limited is now recognized as the holding company of
S R Industries Limited.

RELATED PARTY TRANSACTIONS

During the period under review, the Company successfully emerged from the Corporate
Insolvency Resolution Process (CIRP) and has since been undergoing a phase of operational and
financial rehabilitation. In accordance with the approved Resolution Plan, Bazel International
Limited (BIL), the Successful Resolution Applicant and now the holding company, has
committed to supporting the Companyâs revival and growth initiatives. As part of this
commitment, BIL is providing financial assistance in the form of working capital loans and other
necessary support.

Consequently, certain Related Party Transactions (RPTs) have arisen between the Company and
BIL. These transactions are essential for ensuring the smooth functioning of the Companyâs
operations and maintaining adequate liquidity for business continuity. All such transactions have
been reviewed and duly approved by the Audit Committee and the Board of Directors, after
confirming that they are in the ordinary course of business and carried out on an armâs-length
basis.

Pursuant to the requirements of Form AOC-2, which mandates disclosure of material contracts or
arrangements with related parties, the details of such material related party transactions for the
Financial Year ended 31st March, 2025, are provided in Annexure ''A'' to this Report. These
disclosures are made in the interest of transparency and good corporate governance.

INTERNAL FINANCIAL CONTROLS

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct
of its business, including adherence to the Companyâs policies, safeguarding of its assets, the
prevention of and detection of fraud and errors, the accuracy & completeness of the accounting
records and the timely preparation of reliable financial disclosures.

DIRECTOR AND KEY MANAGEMENT PERSONNEL (âKMPâ)

As on the 31st March, 2025, the Composition of the Board of Directors is in accordance with the
provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations with an
optimum combination of Executive Director, Non-Executive Non-Independent Directors,
Independent Directors and Women Director. The Company Board has Five members, one is
Managing Director, one is executive director and three are independent Director.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills,
expertise, and competencies of the Directors in the context of your Companyâs business for
effective functioning. The key skills, expertise and core competencies of the members of Board
are detailed in the Board of Directors section of Annual Report.

APPOINTMENT OR REAPPOINTMENT OF DIRECTORS AND KMPS
DIRECTOR RETIRE BY ROTATION OR REAPPOINTMENT

Pursuant to the Section 152(6) of the Act read with the Articles of Association of the Company,
Mr. Manish Kumar Gupta, Director (DIN: 05331936) of the Company will retire by rotation at
the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The
Board has recommended his reappointment to shareholders.

During the year under review, as the Company rehabilitate from CIRP and in this regard new
management was appointment on the Board in the Board meeting held on 22.11.2024 except
appointment of Mr. Pankaj Dawar (DIN: 06479649) and Mr. Manish Kumar Gupta (DIN: as
Additional Director by Resolution Professional in 18 September, 2024, required details are here;

â¢ Mr. Pankaj Dawar (DIN: 06479649) and Mr. Manish Kumar Gupta (DIN: 05331936)
appointed w.e.f 18 September, 2024 and

â¢ Ms. Deepti Datta (DIN: 10842930); Mr. Deepak Logani (DIN: 10842487); and Mr.
Sanjeev Kumar Sapra (DIN: 10842495) as Director w.e.f. 22 November, 2024.

APPOINTMENT OF KMPs

During the year under review, as the Company rehabilitate from CIRP and in this regard KMPs
after CIRP in the Board in the meeting held on 22.11.2024, required details are here:

Mr. Manish Kumar Gupta (CFO), Mr. Shivam Sharma (Company Secretary & Compliance
Officer) and Mr. Pankaj Dawar (Managing Director) appointed w.e.f 22 November, 2024.

RESIGNATION OF DIRECTORS AND KMPs

As the company was in CIRP since 2021 and during the CIRP all the power suspended by the
Honâble NCLT, Chandigarh Bench and vested with Resolution professional appointed by the
Honâble NCLT, in this regard as per approved resolution plan approved on 01 July, 2024 the
previous Board of directors has resigned from the Board w.e.f. 06 December, 2024, required
details are here:-

â¢ Mr. Udit Mayor (DIN: 02425273) Director,

â¢ Mr. Munish Mahajan (DIN: 00818243), Managing Director,

â¢ Mrs. Sanjeeta Mahajan (DIN: 00818293) Director,

â¢ Mr. Amit Mahajan (DIN: 00038593) Whole Time Director & CFO,

â¢ Mr. Gaurav Jain (DIN: 08906400) Director and

â¢ Mrs. Anu Kumari (DIN: 08870494) Director.

INDEPENDENT DIRECTORS

In addition, the Company having the following Independent Directors as on March, 2025: -

1. Ms. Deepti Datta (DIN: 10842930);

2. Mr. Deepak Logani (DIN: 10842487) and

3. Mr. Sanjeev Kumar Sapra (DIN: 10842495).

The Company has received declarations from all Independent Directors confirming that they meet
the independence criteria as stipulated under Section 149(6) of the Act and the SEBI Listing
Regulations. They have duly registered with the Independent Directorâs Database maintained by
the Indian Institute of Corporate Affairs (IICA). In the Boardâs opinion, these Independent
Directors satisfy the prescribed conditions and are independent of the Management.

KEY MANAGERIAL PERSONNEL

As at the date of this report, the Key Managerial Personnel of the Company include:

Mr. Pankaj Dawar, Managing Director; Mr. Manish Kumar Gupta, Director and Chief Financial
Officer; and Mr. Shivam Sharma, Company Secretary and Compliance Officer.

FAMILIARISATION PROGRAMME

In terms of Regulation 25(7) of the Listing Regulations, the Company familiarizes its Directors
about their role and responsibilities at the time of their appointment through a formal letter of
appointment. Sessions are conducted in the meetings of the Board and its various Committees on
the relevant subjects such as strategy, Companyâs performance, financial performance, internal
financial controls, risk management, plantâs performance, retail, products, finance, human
resource, capital expenditure, CSR, statutory and regulatory Compliances etc. All efforts are
made to keep the Independent Directors aware of major developments being taken place in the
industry, the Companyâs business model and relevant changes in the law governing the
Companyâs business and the related link of the familization programme is
https://www.srfootwears.co.in/dur46.

DETAILS OF BOARD MEETINGS

During the Financial Year 2024-25, the Board of Directors met five times. The details of these
meetings are provided in the Report on Corporate Governance, which forms part of this Annual
Report.

The time gap between any two consecutive Board meetings was in compliance with the
provisions of the Companies Act, 2013, Regulation 17 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, and Secretarial Standard-1 (SS-1) issued by the
Institute of Company Secretaries of India (ICSI).

As the Company was under the Corporate Insolvency Resolution Process (CIRP), the new
management was appointed in November 2024 pursuant to the approval of the Resolution Plan.

Accordingly, the Board of Directors convened meetings post their appointment and ensured
compliance with all applicable statutory requirements.

COMMITTEES OF THE BOARD

During FY24-25, the Board had 3 (three) Committees, namely:

i) Audit Committee;

ii) Nomination and Remuneration Committee;

iii) Stakeholdersâ Relationship Committee;

All the recommendations made by the Committees of the Board including the Audit Committee
were accepted by the Board. A detailed update on the Board, its composition, detailed charter
including terms & reference of various Board Committees, number of Board & Committee
meetings held during FY24-25 and attendance of the Directors at each meeting is provided in the
report on Corporate Governance, which forms part of the Annual Report.

With regard to Integrity, Expertise and Experience (including the Proficiency) of the Independent
Directors appointed/re-appointed during the FY24-25, the Board of Directors has taken on record
the declarations and confirmations submitted by the Independent Directors and is of the opinion
that all the Independent Directors are individuals of integrity and possess relevant expertise &
experience and their continued association as Directors will be of immense benefit in the best
interest of the Company.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directorsâ
appointment and remuneration and other matters (âRemuneration Policyâ) which is available on
the website of your Company. The Remuneration Policy for selection of Directors and
determining Directorsâ independence sets out the guiding principles for the NRC for identifying
the persons who are qualified to become the Directors.

Your Companyâs Remuneration Policy is directed towards rewarding performance based on
review of achievements. The Remuneration Policy is in consonance with existing industry
practice.

BOARD DIVERSITY

Your Company recognises and embraces the importance of a diverse Board in its success. The
Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the
Board. The said Policy is available on your Companyâs website
https://www.srfootwears.co.in/files/policies/policv 18.pdf.

SUCCESSION PLAN

Your Company has an effective mechanism for succession planning which focuses on
orderly succession of Directors, Key Management Personnel and Senior Management. The
NRC implements this mechanism in concurrence with the Board.

BOARD EVALUATION

The Board of directors have carried out an evaluation of its own performance and of its
committees as well as its individual directors, on the basis of criteria such as composition of
the board / committee structure, effectiveness, its process, information flow, functioning etc.

PERFORMANCE EVALUATION OF THE BOARD

The Company follows a structured assessment process for the evaluation of the performance
of the Board, the Committees of the Board, and the individual performance of each Director.
The performance evaluation of the Board is carried out by considering various parameters
such as the composition of the Board, the process of appointment to it, the common
understanding amongst Directors of their roles and responsibilities, the timeliness and
content of Board papers, the strategic directions provided, and the quality of advice and
decision-making, etc.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The company has formulated and published a Whistle Blower Policy to provide Vigil
Mechanism for directors and employees of the company to enable them to report their
genuine concerns, if any. The provisions of this policy are in line with the provisions of the
Section 177 (9) of the Act and the SEBI Listing Regulations and the said policy is available
on the companyâs website https: //www .srfootwears.co.in/

CORPORATE SOCIAL RESPONSIBILITY

The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy)
Rules, 2014 is not applicable as the Company is not covered under the criteria mentioned in
Section 135(1) of the Companies Act, 2013.

RISK MANAGEMENT

Risk Management is an integral part of the Companyâs business strategy. The Board reviews
compliance with risk policies, monitors risk tolerance limits, reviews and analyses risk
exposure related to specific issues and provides oversight of risk across the organization. The
Board nurtures a healthy and independent risk management function to inculcate a strong
risk management culture in the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company does not fall under the purview of the disclosure of Business Responsibility
and Sustainability Report under the Regulation 34 (2)(f) of SEBI Listing Regulations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S 186

Details of loans, guarantees and investments covered under Section 186 of the Act including
purpose thereof form part of the notes to the financial statements provided in this Annual
Report.

ANNUAL RETURN

Annual Return in Form MGT-7 is available on the companyâs web site and the link for the
same is https://www.srfootwears.co.in/files/annual-returns/SRIND ARET FY2024-25.pdf

SUSPENSION OF TRADING OF SECURITIES

The securities of the Company are currently suspended from trading. As previously
intimated, the Company was undergoing the Corporate Insolvency Resolution Process
(CIRP). In accordance with the Resolution Plan approved by the Honâble NCLT under CIRP,
the Company has allotted 1,96,73,500 equity shares to the Promoter & Promoter Group and
the public shareholders. The allotment structure is as follows:

â¢ 95%, i.e., 1,86,89,825 equity shares, were allotted to the Promoter & Promoter Group.

â¢ 5%, i.e., 9,83,675 equity shares, were allotted to the public shareholders.

This allotment represents the post-CIRP capital restructuring of the Companyâs equity
shareholding in line with the approved Resolution Plan. The suspension of trading is due to a
corporate action, and the Company has submitted an application to BSE for the listing and
trading approval of the newly allotted 1,96,73,500 equity shares.

The said application is currently under consideration by BSE, and approval is awaited.

SHARE TRANSFER SYSTEM

The Companyâs shares are compulsorily traded in dematerialised form on the stock
exchange. The share transfer system of S R Industries Limited is managed by the Registrar
and Share Transfer Agent (RTA) of the Company, MUFG Intime India Private Limited. All
valid requests for transfer/transmission, rematerialisation, dematerialisation, and other related
activities are processed by the RTA in coordination with the Company. The RTA ensures
that the share transfers are effected within the stipulated time frame as prescribed under
applicable SEBI regulations and the Listing Agreement. In accordance with Regulation 40 of
the SEBI Listing Regulation, requests for physical transfer of securities have been
discontinued effective April 1, 2019, and shareholders are advised to dematerialise their
holdings for any transfer.

However, transmission and transposition of securities in physical form are processed as per
the applicable laws. The Stakeholdersâ Relationship Committee reviews and monitors the
share transfer system periodically to ensure that the investor services standards are
maintained at the highest level. As on March 31, 2025, All requests received for transmission
or transposition have been processed and no request is pending beyond the prescribed
timeline.

HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an open,
transparent and meritocratic culture to nature this asset. The company has kept a sharp focus
on Employee Engagement. The Companyâs Human Resources is commensurate with the
size, nature and operation of the Company.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL), ACT 2013

Your Company has in place a Prevention of Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee has been set up as required under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013, inter-alia, to redress complaints received regarding sexual harassment. All employees
(permanent, Contractual, temporary, trainees) are covered under this policy. The Company
has not received any sexual harassment complaints during the year 2024-25 and hence no
complaint is outstanding as on March 31, 2025.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Board wishes to inform that the Company is in compliance with the provisions of the
Maternity Benefit Act, 1961, to the extent applicable. It is further noted that during the
financial year under review, the number of employees engaged by the Company was less
than ten. Accordingly, certain provisions of the Maternity Benefit Act, 1961, were not

mandatorily applicable. Nevertheless, the Company remains committed to upholding
employee welfare and providing a safe and inclusive work environment for all. The
Company shall continue to adhere to all applicable statutory requirements as and when they
become applicable.

EMPLOYEE DIVERSITY AND GENDER REPRESENTATION

The Company acknowledges the importance of promoting diversity and equal opportunity in
the workplace. As on March 31, 2025, the total number of employees on the rolls of the
Company was seven (7), all of whom were male. There was no female or transgender
employees employed during the year under review. The Board recognizes the value of a
balanced and diverse workforce and remains committed to fostering an inclusive work
environment. The Company shall continue to explore opportunities to encourage and
improve gender diversity across all levels of the organization, with a view to promoting
equitable representation of both male and female employees in the future.

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

Information as required to be given under section 134(3) (m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure âBâ
forming part of this Board Report.

CREDIT RATING

During the year under review, no credit rating was conducted for the Company.

CYBER SECURITY

In view of the increasing number of cyberattack scenarios, the Company periodically reviews
its cyber security maturity and continuously enhances its processes and technology controls
in line with emerging threats. The Companyâs technology environment is equipped with real -
time security monitoring and has appropriate controls implemented across various layers,
including end-user devices, networks, applications, and data.

During the year under review, the Company did not experience any cyber security incidents,
breaches, or data loss.

PARTICULARS OF EMPLOYEES

In Compliance with disclosures required under section 197 of the Companies Act, 2013 and
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (âRulesâ) relating to the remuneration and other details is annexed herewith as
Annexure- âCâ.

COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING
ACTIVITIES

Your Company does not have material exposure of any commodity or foreign exchange and
accordingly, no hedging activities for the same are carried out. Therefore, there is no
disclosure to offer in terms of SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2018/0000000
141 dated 15th November, 2018.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014, and the Insolvency and Bankruptcy Code,
2016, the Company was under Corporate Insolvency Resolution Process (CIRP) during the
year. In this regard, based on the recommendation of the Board of Directors, the members of
the Company, at the Annual General Meeting held on December 30, 2024, appointed M/s
Krishan Rakesh & Co., Chartered Accountants (Firm Registration No.: 009088N, Peer
Review Certificate No.: 016602), as the Statutory Auditors of the Company for a term of five
consecutive years, commencing from the financial year 2024-2025 till the conclusion of the
Annual General Meeting to be held in the year 2029.

COST AUDITOR

During the year 2024-25, there is no requirement to appoint Cost Auditor.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 reads with relevant
rules of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company had appointed M/s. Meenu G. & Associates, Practicing Company
Secretary, as the Secretarial Auditor for the financial year 2024-25, with the approval of the
Board of Directors. The Secretarial Audit Report, as issued by the Secretarial Auditors, is
annexed herewith as Annexure âDâ to this Report. The said report does not contain any
qualifications, reservations, or adverse remarks

Pursuant to the provisions of Section 204 of the Companies Act, 2013 reads with relevant
rules of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and section 204 of the Act Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company proposes to appoint a Secretarial
Auditor for a term of five consecutive years, commencing from the financial year 2025 -26
and ending with the financial year 2029-30. As the appointment requires the approval of the
shareholders, On the recommendation of Audit Committee the Board appoint M/s. Meenu G.
& Associates, Practicing Company Secretary, as the Secretarial Auditor for the aforesaid
term, for the approval of the members at the ensuing Annual General Meeting, M/s Meenu
G. & Associates, holding a valid peer review certificate, are eligible to conduct the
secretarial audit of the Company.

EXPLANATION TO SECRETARIAL AUDITORSâ COMMENT

In their report, the Secretarial Auditors have commented about certain delays in the statutory
compliances. The Company submits that the said delays were inadvertent and not material in
nature. The processes have been strengthening to ensure timely compliances in future.

INTERNAL AUDITOR

As the Company was undergoing the Corporate Insolvency Resolution Process (CIRP), no
Internal Auditor was appointed during the CIRP period. However, following the completion
of the CIRP and in compliance with the provisions of Section 138 of the Companies Act,
2013, read with the Companies (Accounts) Rules, 2014, the Company has appointed Mr.
Vivek Singh as the Internal Auditor to conduct the internal audit of the Company for the
Financial Year 2024-25 and subsequent years.

Mr. Vivek Singh is duly qualified and eligible for appointment as an Internal Auditor. He
possesses the requisite professional qualifications and has relevant experience in the field of
internal audit, risk management, and internal controls. His appointment is expected to
strengthen the Companyâs internal audit function and contribute to enhanced governance and
compliance practices.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditor of your
Company have not reported any instances of fraud committed in your Company by
Companyâs officers or employees, to the Audit Committee, as required under Section
143(12) of the Act.

CORPORATE GOVERNANCE

A separate report on corporate governance, along with a certificate from the Practicing
Company Secretary regarding the compliance of conditions of corporate governance norms
as stipulated under SEBI Listing Regulations is annexed as Annexure âEâ and forms part of
the Annual Report. All Board members and Senior Management Personnel have affirmed in
writing their compliance with and adherence to the code of conduct adopted by the Company
for FY 2024-25.

DISCLOSURE UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

In terms of the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, it is hereby confirmed that: No employee of
the Company, including those posted and working outside India, who is not a director or a
relative of any director, has received remuneration of Rs. 1,02,00,000/- or more per financial
year and/or Rs.8,50,000/- or more per month during the financial year 2024-2025 under
review.

No employee of the Company was in receipt of remuneration exceeding that of the Managing
Director or Whole-time Director and holding, either individually or together with their
spouse and dependent children, not less than 2% of the equity shares of the Company.

Accordingly, the disclosure of particulars of employees pursuant to the above rule is not
applicable to the Company for the financial year ended 31st March 2025.

OTHER DISCLOSURES

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS

As per the requirement of Rule 8(5)(vii) of The Companies (Accounts) Rules, 2014, we are
pleased to report that there were no significant and material orders passed by the Regulators,
Courts or Tribunals that would impact the going concern status of S R Industries Limited and
its operations in future. However, it is noteworthy that the Company is currently undergoing
the Corporate Insolvency Resolution Process (CIRP) vide order dated CP(IB) No.
198/Chd/Pb/2019 dated December 21, 2021 was initiated by the Adjudicating Authority
(AA/ Hon''ble NCLT, Chandigarh Bench). Pursuant to the process of Request for Resolution
Plan (RFRP), Bazel International Limited emerged as the Successful Resolution Applicant
(SRA), which was granted the approval of the AA vide its order dated 01.07.2024.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

During the year under review, no amount/shares is underlying for transferring to IEPF.
DEPOSIT

During the year, the Company has not accepted any deposits from the public falling within
the purview of Section 73 of the Act, read with the (Companies Acceptance of Deposits)
Rules, 2015 and as such, no amount on account of principal or interest related thereto was
outstanding as on date of the Balance Sheet i.e. March 31, 2025.

COMPLIANCE WITH SECRETARIAL STANDARD ON BOARD AND GENERAL
MEETINGS

During the period under review, the Company has complied to the extent as applicable
Secretarial Standards as issued by the Institute of Company Secretaries of India.

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

The Company was under CIRP vide order dated CP(IB) No. 198/Chd/Pb/2019 dated

21.12.2021. The Request of the Resolution Plan has been published thrice vide dated

05.12.2022. eight Expression of Interest have been received. The last date of receipt of the
Resolution Plans was 24.12.2022.

On 1st July, 2024, the Honâble National Company Law Tribunal (NCLT), Chandigarh
Bench, passed an order approving the Resolution Plan. Pursuant to this, the Company has
been rehabilitated from the Corporate Insolvency Resolution Process (CIRP) and is currently
in the phase of implementing the terms of the approved Resolution Plan.

THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS

There are no specific disclosures required pertaining to any differences between the
valuations conducted at the time of the one-time settlement and those carried out while
availing loans from Banks or Financial Institutions. However, it is pertinent to note that the
settlements with the State Bank of India and Union Bank of India, Mohali Branch, were
undertaken in accordance with the terms and conditions of the Approved Resolution Plan, as

duly sanctioned by the Honâble National Company Law Tribunal, Chandigarh Bench. These
settlements were executed to ensure compliance with the approved plan and to facilitate the
financial restructuring and revival of the Company.

GENERAL

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

> Issue of equity shares with differential rights as to dividend, voting or otherwise.

> Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.

> Neither Managing Director nor the Whole-time Directors of the Company receive any
remuneration or commission from any of its subsidiaries.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis on matters related to the business performance as
stipulated in the SEBI Listing Regulations is given as a separate section in the Annual Report
as Annexure âFâ.

CAUTIONARY STATEMENT

Statements in this âDirectorâs Reportâ & âManagement Discussion and Analysisâ describing
the Companyâs objectives, projections, estimates, expectations or predictions may be forward
looking statements within the meaning of applicable securities laws and regulations. Actual
results could differ materially from those pressed or implied. Important factors that could
make a difference to the Companyâs operations including raw material/ fuel availability and
its prices, cyclical demand and pricing in the Companyâs principal markets, changes in the
Government regulations, tax regimes, economic developments within India and the Countries
in which the Company conducts business and other ancillary factors.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on
the information and explanations received from the management of your Company, confirm
that:

a. in the preparation of the Annual Financial Statements, the applicable accounting standards
have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and judgements
and estimates that are reasonable and prudent so as to give a true and fair view of the state of
affairs of your Company at the end of the financial year and of the profit of your Company
for that period;

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

d. the annual financial statements have been prepared on a going concern basis;

e. they have laid down internal financial controls to be followed by your Company and that
such internal financial controls are adequate and operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

APPRECIATION AND ACKNOWLEDGEMENT

The directors take this opportunity to express their deep sense of gratitude to the Central
Government, State Government, Stock Exchanges and its members, Banks, Financial
Institutions, Shareholders, Lenders, Depositories, Registrar and Share Transfer Agents and
Business Associates for their continued support. Your directors would also like to record its
appreciation for the support and cooperation your Company has been receiving from its
clients and everyone associated with the Company.

Your directors place on record their sincere appreciation to the employees at all levels for
their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the
employees have enabled the Company to remain as an industry leader.

And to you, our shareholders, we are deeply grateful for the confidence and faith that you
have always reposed in us. We look forward to continued support of all these partners in
future.

For and on behalf of the Board
Sd/

Pankaj Dawar

Chairman & Managing Director
DIN: 06479649
Date: 27-06-2025
Place: New Delhi

Mar 31, 2024

As you know very well that the Company was in Corporate Insolvency Resolution Process (CIRP)
during the financial year 2023-24, so that in relation to compliance of the Insolvency & Bankruptcy
Code, 2016 (Code), all the power of the Board of Directors of the Company are suspended and
vested with Resolution Professional (RP) appointed by Honâble NCLT, Chandigarh Bench as the
Adjudicating Authority (AA/ Hon''ble NCLT, Chandigarh Bench) on 21.12.2021. Pursuant to the
process of Request for Resolution Plan (RFRP), Bazel International Limited emerged as the
Successful Resolution Applicant (SRA), which was granted the approval of the AA vide its order
dated 01.07.2024 and recently appointed Board is presenting the 35^th Director Report of the
Company.

FINANCIAL PERFORMANCE

The standalone financial statements for the financial year ended March 31, 2024, forming part of
this Annual Report, have been prepared in accordance with Companies Act, 2013 (âthe Actâ) ) and
the relevant rules issued thereunder, the Securities and Exchange Board of India (Listing
Obligations and Disclosures Requirements), Regulations, 2015 (âSEBI Listing Regulationsâ) and
applicable Indian Accounting Standards.

(Rs. in Hundred)

Particulars	FY 2023-24	FY 2022-23
Revenue from Operations	0.00	689854.56
Other Income	15482.78	26919.83
Total Income of the company	15482.78	716774.39
Less: Depreciation/ Amortisation/ Impairment	0.00	170007.74
Less: Finance Costs	0.00	0.00
Profit/(loss) before Exceptional items and Tax Expense	(10002.90)	(558445.15)
Add/(loss): Exceptional items	0.00	0.00
Profit /(loss) before Tax Expense	(10002.90)	(558445.15)
Less: Tax Expense (Current & Deferred)	0.00	(1070.32)
Profit/(loss) for the year (1)	(10002.90)	(557374.83)
Other Comprehensive Income (2)	0.00	3046.31
Total Comprehensive Income (1 2)	(10002.90)	(554328.52)

Proceedings of Liquidation Under the Insolvency Bankruptcy Code, 2016(IBC) read with
Insolvency and Bankruptcy Board of India (IBBI)(Liquidation Process) Regulations
2016:-

â¢ S R Industries Limited (the Company) was registered under The Corporate Insolvency

Resolution Process (CIRP) and initiated by the Adjudicating Authority (AA/ Honâble
NCLT, Chandigarh Bench) on 21.12.2021. Pursuant to the process of Request for
Resolution Plan (RFRP), Bazel International Limited(BIL) emerged as the Successful
Resolution Applicant (SRA), which was granted the approval of the AA vide its order
dated 01.07.2024.

â¢ As on date, the Company has rehabilitated from CIRP and new management has taken

the charge over the Company. BIL along with its associates has paid full amount as
proposed in the plan. NCLT has passed order dated 1^st July, 2024.

â¢ Pursuant to abovementioned NCLT order New Directors have been appointed on the

Board and

â¢ Structuring of new shareholders is under process for which coordination with RP, RTA,

CDSL and NSDL is undergoing.

â¢ Post-CIRP shareholding pattern

Category of Shareholder	No of fully paid-up equity share capital	Shareholding as a % of total number of shares
Promoter & Promoter Group	1,88,81,788	95.98%
Public	7,91,712	4.02%
Total	1,96,73,500	100%

â¢ Pursuant to the approval of Resolution plan, the SRA will infuse an amount of INR 11.70

Crore (Indian Rupees One Crore Only) for the purpose of acquiring 1,88,81,788 (One
Crore Eighty Eight Lakh Eighty One Thousand Seven Hundred Eighty Eight) equity
shares in the Corporate Debtor. All existing Preference and equity shares other than
1,88,81,788 equity share held by promoters and 7,91,712 equity share held by Public (i.e.
issued and paid up shares as on the date of approval of Resolution Plan) of the company (S
R Industrial Limited) shall stand canceled, extinguished and annulled. After changing in
the Capital structuring, Corporate Debtor (SRA) will become the subsidiary of the BIL.

â¢ Further after the approval of resolution plan, the Paid-up 14,60,000 Preference Share of Rs.

100/- each shall be cease to be members of the Corporate Debtor and all their existing
shareholding will be extinguished and annulled.

COMPANY OVERVIEW

S R Industries Ltd (SRIL) is currently
navigating a challenging scenario, wherein
the company''s performance has been
adversely impacted by a liquidity crunch.
Pursuant to an order dated December 21,
2021, from the National Company Law
Tribunal, Chandigarh Bench (Order No. CP

(IB) No. 198/Chd/Pb/2018), the company is
undergoing the Corporate Insolvency
Resolution Process (CIRP).

As a result, Shri Rajender Kumar Jain,
Insolvency Professional (IP), has been
appointed as the Interim Resolution
Professional and subsequently confirmed as
the Resolution Professional. Presently, the
CIRP process is still pending, and the IP has

taken over the management and operations
of the company. Consequently, all the
powers of the Board of Directors of SRIL are
suspended, and all powers are vested with
the Resolution Professional. During the year
23-24 there were no any business activity in
the Company.

RESULTS OF OPERATIONS AND
STATE OF COMPANYâS AFFAIRS

Due to CIRP proceeding, there is no business
activity during the year 2023-24.

RESERVES

During the financial year 2023-24, there is no
profit to transfer to the reserve, so that during
the year loss transferred to the reserve.

CASH AND EQUIVALENTS

As on March 31, 2024, the Company is having
cash and cash equivalents balance of Rs. 3.30
lakhs as at March 31, 2024.

NETWORTH OF THE COMPANY

As on March 31, 2024, the Company is not
engaged in any business activity and the Net
worth of the Company is in negative position.

DIVIDEND

Due to the non-functioning of the Company,
the management after considering holistically
the relevant circumstances and keeping in view
the Companyâs financial position has decided
that not to recommend any dividend for
financial year 2023-2024.

MATERIAL CHANGES AND

COMMITMENTS, IF ANY,

AFFECTING THE FINANCIAL

POSITION OF THE COMPANY

There are following material changes and
commitments affecting financial position
between the end of financial year and date of
this report:

â¢ Honâble NCLT Chandigarh has passed the
order dated 1^st July, 2024; resolution plan was
approved pursuant to that new Board is duly
appointed.

â¢ Restructuring of Share Capital as per the
Approved Resolution Plan is under the
process.

â¢ Rs. 11,70,00,000/- fresh funds were infused
by Resolution Applicant.

CHANGE IN THE NATURE OF
BUSINESS, IF ANY

There is no change in the nature of business of
your Company during the year under review.

CHANGES IN CAPITAL STRUCTURE

During the period under review, no change
has taken place with regard to capital structure
of the Company.

Details of share capital of the Company as on
March 31, 2024 is as under:

Paid- up Share Capital

As on March 31, 2024, Issued, Subscribed and
Paid-up Capital of the Company is Rs.
19,64,57,000/- divided into 1,96,45,700
Equity Shares of Rs. 10/- (Rupees Ten Only)
each.

The Companyâs equity shares are listed on
BSE Limited.

HOLDING, SUBSIDIARIES,

ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiaries
or associate company as on March 31, 2024,
so there is no requirement of statement in

Form: AOC-1, under section 129(3) of the Act
read with Rule 5 of the Companies (Accounts)
Rules, 2014.

SR Industries Limited underwent a Corporate
Insolvency Resolution Process (CIRP)
pursuant to the order of the Hon''ble National
Company Law Tribunal (NCLT), Chandigarh
Bench, dated December 21, 2021. Following
the successful completion of the CIRP process,
Bazel International Limited emerged as the
Successful Resolution Applicant (SRA).
Consequently, with the approval of the
Resolution Plan, SR Industries Limited has
become a subsidiary of Bazel International
Limited, effective from the date of approval of
the Resolution Plan. As a result, the
management and control of SR Industries
Limited have been vested with Bazel
International Limited, which will oversee the
company''s operations and strategic direction.
The acquisition is expected to bring in new
opportunities and growth prospects for SR
Industries Limited.

RELATED PARTY TRANSACTIONS

During the year there is no related Party
Transaction (RPTs), AOC-2, not required to
attached herewith.

DIRECTORSâ RESPONSIBILITY

STATEMENT

Pursuant to the requirements of clause (c) of
sub-section (3) of Section 134 of the Act, the
Board of Directors of your Company confirms
that:

a. In the preparation of the annual
accounts for the year ended March 31,
2024, the applicable accounting
standards 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, 2024 and of
the profit of the company for the year
ended on that date;

c. The Directors had taken proper and

sufficient care for the maintenance of
adequate accounting records in
accordance with the provisions of the
Act for safeguarding the assets of the
company and for preventing and
detecting fraud and other irregularities;

d. The annual accounts prepared and

signed by the Auditors and Resolution
Professional of the Company on a
going concern basis;

e. The Directors had laid down the

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.

INTERNAL FINANCIAL CONTROLS

During the year, the Company was in CIRP
process and the all the managerial powers are
vested with RP, the RP was managing the
internal financial control and previous Board
of the Company has in place adequate internal
financial controls with reference to financial
statements. The Board has adopted the policies
and procedures for ensuring the orderly and
efficient conduct of its business, including
adherence to the Companyâs policies,
safeguarding of its assets, the prevention of
and detection of fraud and errors, the accuracy
& completeness of the accounting records and
the timely preparation of reliable financial
disclosures.

DIRECTOR AND KEY MANAGEMENT
PERSONNEL (âKMPâ)

Due to the Corporate Insolvency Resolution
Process (CIRP) under the provisions of the
Insolvency and Bankruptcy Code, 2016 (IBC
Code) was initiated against S R Industries
Limited (the Company) by the Adjudicating
Authority (Hon''ble NCLT, Chandigarh Bench)
on December 21, 2021. Pursuant to the
Request for Resolution Plan (RFRP) process,
Bazel International Limited emerged as the
Successful Resolution Applicant (SRA) and
was granted approval by the Adjudicating
Authority vide its order dated July 1, 2024.
After the following the completion of the
CIRP process, the newly appointed Board of
Directors of the Company is in the process of
taking control over the affairs of the Company.

The Monitoring Committee appointed Mr.
Pankaj Dawar (DIN: 06479649) as additional
Director and Mr. Manish Kumar Gupta (DIN:
05331936) as additional Director w.e.f.
September 18, 2024 and in furtherance of this
the Board of Directors meeting held on
November 22, 2024 appointed Mr. Sanjeev
Kumar Sapra (DIN: 10842495) as Additional
Director (Non-executive Independent
Director), Mrs. Deepti Datta (DIN: 10842930)
as a Non-Executive Woman Independent
Director and Mr. Deepak Logani, (DIN:
10842487) as a Non-Executive Independent
Director, Mr. Shivam Sharma (M. No.:
A42083) as Company Secretary & Compliance
Officer and also proposed to appoint Mr.
Manish Kumar Gupta as CFO and change in
designation of Mr. Pakaj Dawar and appointed
as Additional Director (Managing Director) of
the Company w.e.f. November 22, 2024.

BOARD DIVERSITY

Due to the CIRP proceeding, the Board of the
Company has been suspended and the Honâble
NCLT appointed RP for manage the Company,
so that the related provisions are not applicable
on the Company during the year.

FAMILIARISATION PROGRAMEE

DETAILS OF BOARD MEETINGS

COMMITTEES OF THE BOARD

As on March 31, 2024, the Board had all
Statutory Committees i.e. the Audit
Committee, the Nomination & Remuneration
Committee and the Stakeholders Relationship
Committee. The Committees consists of
balanced majority of Independent Directors in
the committee. The details are available in the
Corporate Governance Report forming part of
this Annual Report.

During the financial year 2023-2024, due to
CIRP proceeding no committee meeting held.

DECLARATION BY INDEPENDENT
DIRECTORS

BOARD EVALUATION

OUTCOME OF EVALUATION PROCESS

REMUNERATION POLICY

There was no change carried out in the policy
during the year under review.

VIGIL MECHANISM/WHISTLE

BLOWER POLICY

Due to the CIRP proceeding, the Board of the
Company has been suspended and the Honâble
NCLT appointed RP for manage the Company,
so that the related provisions was not
applicable on the Company during the year.

CORPORATE SOCIAL

RESPONSIBILITY

During the year, provisions of this section is
not applicable on the Company.

RISK MANAGEMENT POLICY

Due to the CIRP proceeding, the Board of the
Company has been suspended and the Honâble

NCLT appointed for manage the Company, so
that the related provisions was not applicable
on the Company during the year.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

The Company does not fall under the purview
of the disclosure of Business Responsibility
and Sustainability Report under the Regulation
34 (2)(f) of SEBI Listing Regulations.

PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENT U/S
186

Details of loans, guarantees and investments
covered under Section 186 of the Act
including purpose thereof form part of the
notes to the financial statements provided in
this Annual Report.

ANNUAL RETURN

In accordance with the provisions of Section
92(3) and 134 (3)(a) of the Act, as the
information provided by the RP has the
uploaded the Annual Return of the Company is
available on the website of the Company.

STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the
Act read with the Companies (Audit and
Auditors) Rules, 2014, read with Insolvency
and Bankruptcy Code, 2016, RP appointed Mr.
M/s Krishan Rakesh & Co., Chartered
Accountants (Firm Registration No.: 009088N,
Peer Review Certificate No.: 016602) for audit
the financial 2023-24 of the Company and the
Board took note the same, in furtherance of
this Board of Directors of the Company
proposed to appoint M/s Krishan Rakesh &
Co., Chartered Accountants (Firm Registration
No.: 009088N, Peer Review Certificate No.:

016602), be and is hereby appointed as
Statutory Auditor of the Company for a term
of 5 (five) consecutive years from financials
year 2024-2025 till the conclusion of the 38th
Annual General Meeting to be held in the year
2029.

REPORTING OF FRAUD BY
AUDITORS

During the year, under section 143(12) of the
Act, neither the Internal Auditors, Statutory
Auditors nor Secretarial Auditors have
reported to the Audit Committee or the Board
of the Company any fraud by its officers or
employees and therefore no details are
required to be disclosed under Section 134(3)
(ca) of the Act.

COST AUDITORS AND COST AUDIT
REPORT

During the year 2023-24, there is no
requirement to appoint Cost Auditor.

SECRETARIAL AUDITORS

Pursuant to the applicable provisions of the
Act, the RP has appointed M/s Meenu G. and
Associates, Practicing Company Secretaries as
secretarial auditor of the Company of the
Company to conduct the audit of the
secretarial records for the financial year ending
March 31, 2024 and report annexed herewith.

INTERNAL AUDITOR

During the year 2022-23, as the Company
was under CIRP and accordingly no
Internal Auditor was appointed during the
said period.

For upcoming financial years, the Company
is under the process of appointment of
Internal Auditor of the company.

HUMAN RESOURCES

The Management recognises that people are a
key resource and endeavours to enable its
employees to deliver on business requirements
while meeting their personal and professional
aspirations. The Human resources plays a
pivotal role in enabling smooth

implementation of key strategic decisions. The
Management aims at providing an

environment where continuous learning takes
place to meet the changing demands and
priorities of the business including emerging
businesses. Due to the CIRP proceeding, the
Board of the Company has been suspended
and the Honâble NCLT appointed RP for
manage the Company, so that the related
provisions was not applicable on the Company
during the year.

CORPORATE GOVERNANCE

All Board members and Senior Management
Personnel have affirmed in writing their
compliance with and adherence to the code of
conduct adopted by the Company for FY24.

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

Management Discussion and Analysis on
matters related to the business performance as
stipulated in the SEBI Listing Regulations is
given as a separate section in the Annual
Report.

CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE

EARNINGS/OUTGO

The particulars as prescribed under SubÂ¬
section (3)(m) of Section 134 of the Act read
with the Companies (Accounts) Rules, 2014
are enclosed as Annexure-A to the Boardâs
Report.

PARTICULARS OF EMPLOYEES

COMMODITY PRICE RISK OR
FOREIGN EXCHANGE RISK AND
HEDGING ACTIVITIES

Your Company does not have material
exposure of any commodity or foreign
exchange and accordingly, no hedging
activities for the same are carried out.
Therefore, there is no disclosure to offer in
terms of SEBI circular no.
SEBI/HO/CFD/CMD1 /CIR/P/2018/0000000
141 dated 15th November, 2018.

SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL), ACT
2013

Your Company has in place a Prevention of
Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013. Internal Complaints
Committee has been set up as required under
the Sexual Harassment of Women at
Workplace (Prevention, Prohibition &
Redressal) Act, 2013, inter-alia, to redress
complaints received regarding sexual
harassment. All employees (permanent,
Contractual, temporary, trainees) are covered

under this policy. The Company has not
received any sexual harassment complaints
during the year 2023-24 and hence no
complaint is outstanding as on March 31,
2024.

ISSUE OF COMPULSORY

CONVERTIBLE DEBENTURE

The Board of Directors of the Company
proposed to offer, issue and allot, time to
time in one or more tranches, on a
preferential basis and private placement
basis, up to 5,00,00,000 (Five Crore)
unsecured, unrated and unlisted Compulsory
Convertible Debentures of face value of INR
10/- (INR Ten Rupees) each (âCCDsâ) at a
price of INR 10/- per CCD (âCCD Issue
Priceâ), against dues, aggregating up to INR
50,00,00,000/- (upto Rupees Fifty Crores),
each convertible into, fully paid-up equity
shares of the Company of face value of INR
10/- each at a conversion price of INR 10 /-,
(âConversion Priceâ) to Bazel International
Limited (hereinafter referred to as âProposed
Allotteeâ), after 3 years on such other terms
and conditions as set out herein, subject to
applicable laws and regulations, including
the provisions of Chapter V of the ICDR
Regulations and the Act, as the Board may
determine.

OTHER DISCLOSURES

(i) SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE
REGULATORS OR COURTS

As per the requirement of Rule 8(5)(vii) of
The Companies (Accounts) Rules, 2014,¹we are pleased to report that there were no
significant and material orders passed by
the Regulators, Courts or Tribunals that
would impact the going concern status of S
R Industries Limited and its operations in
future. However, it is noteworthy that the
Company is currently undergoing the

Corporate Insolvency Resolution Process
(CIRP) vide order dated CP(IB) No.
198/Chd/Pb/2019 dated December 21, 2021
was initiated by the Adjudicating Authority
(AA/ Hon''ble NCLT, Chandigarh Bench).
Pursuant to the process of Request for
Resolution Plan (RFRP), Bazel
International Limited emerged as the
Successful Resolution Applicant (SRA),
which was granted the approval of the AA
vide its order dated 01.07.2024.

(ii) TRANSFER OF AMOUNTS TO
INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

No amount/ shares are underlying for
transferring to IEPF.

(iii) DEPOSITS

During the year, the Company has not
accepted any deposits from the public falling
within the purview of Section 73 of the Act,
read with the (Companies Acceptance of
Deposits) Rules, 2015 and as such, no
amount on account of principal or interest
related thereto was outstanding as on date of
the Balance Sheet i.e. March 31, 2024.

(iv) COMPLIANCE WITH
SECRETARIAL STANDARD ON
BOARD AND GENERAL MEETINGS

During the period under review, the
Company has complied to the extent as the
applicable Secretarial Standards as issued
by the Institute of Company Secretaries of
India.

(v) DETAILS OF APPLICATION MADE
OR ANY PROCEEDING PENDING
UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
DURING THE YEAR

There were no significant and material
orders passed by the Regulators, Courts or
Tribunals which would impact the going
concern status of the Company and its
operations in future. The Company was
under CIRP vide order dated CP(IB) No.
198/Chd/Pb/2019 dated 21.12.2021. The
Request of the Resolution Plan has been
published thrice vide dated 05.12.
2022.eight Expression of Interest have been
received. The last date of receipt of the
Resolution Plans was 24.12.2022.

On 1st July, 2024 Honâble NCLT
Chandigarh passed the order and approved
the Resolution plan. The Company is taking
requisite efforts to implement the same.

(vi)DETAILS OF DIFFERENCE
BETWEEN THE AMOUNT OF THE
VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS
There are no specific disclosures required
under details of difference between
amount of the valuation done at the time
of one-time settlement and the valuation
done while taking loan from the Banks or
Financial Institutions along with the
reasons thereof.

GENERAL

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

> Issue of equity shares with differential

rights as to dividend, voting or otherwise.

> Issue of shares (including sweat equity

shares) to employees of the Company
under any scheme.

> Neither Managing Director nor the
Whole-time Directors of the Company

receive any remuneration or commission
from any of its subsidiaries.

CAUTIONARY STATEMENT

Statements in this âDirectorâs Reportâ &
âManagement Discussion and Analysisâ
describing the Companyâs objectives,
projections, estimates, expectations or
predictions may be forward looking
statements within the meaning of applicable
securities laws and regulations. Actual
esults could differ materially from those
pressed or implied. Important factors that
could make a difference to the Companyâs
operations including raw material/ fuel
availability and its prices, cyclical demand
and pricing in the Companyâs principal
markets, changes in the Government
regulations, tax regimes, economic
developments within India and the Countries
in which the Company conducts business
and other ancillary factors.
APPRECIATION AND

ACKNOWLEDGEMENT

The Ddirectors take this opportunity to
express their deep sense of gratitude to the
Central Government, State Government, Stock
Exchanges and its members, Banks, Financial
Institutions, Shareholders, Lenders,
Depositories, Registrar and Share Transfer
Agents and Business Associates for their
continued support.

Your directors would also like to record its
appreciation for the support and cooperation
your Company has been receiving from its
clients and everyone associated with the
Company.

Your directors place on record their
sincere appreciation to the employees at all
levels for their hard work, dedication and
commitment. The enthusiasm and unstinting
efforts of the employees have enabled the
Company to remain as an industry leader.

And to you, our shareholders, we are
deeply grateful for the confidence and faith
that you have always reposed in us. We look
forward to continued support of all these
partners in future.

For and on behalf of the Board
Sd/-

Pankaj Dawar

Chairman & Managing Director
DIN:06479649
Date: December 06, 2024
Place: New Delhi

Mar 31, 2015

Dear Members,

The Directors are pleased to present their TWENTY SIXTH ANNUAL REPORT and the Audited Statement of Accounts for the year ended March 31, 2015.

FINANCIAL RESULT (Rs./lacs)

2014-16 2013-14

Turnover 5870.46 4607.37

Export Incentive 0.00 0.00

Profit/(Loss) before interest, depreciation and taxation 1102.89 837.18

Financial expenses (698.01) (686.29)

Profit(Loss) before depreciation & taxation 404.88 150.89

Depreciation (177.16) (139.43)

Exceptional Items (58.91)

Earlier Year Taxes (65.19)

-Deferred Tax

(Expenses)/lncome relating to earlier years 1.74 3.28

Net Profit(Loss) after tax 105.36 14.74

Earning per share (Rs.)

- Basic/Diluted 0.76 0.11

FUTURE PROSPECTS

The Board of Directors are pleased to inform that the company has produced 1.00 million pairs of shoes, sandals and other footwear during the current year as against 1 06 million pairs during the previous year. Although the production has reduced in number of pairs, the Company has improved its product mix by adding higher value products to increase revenues and profitability. The company has long term arrangements with Puma Sports India Private Limited and also negotiating with other MNCs for producing sports & other footwear on their behalf. The Company shall also continue to improve its product mix and production efficiency to further improve the sales.

DIVIDEND

In view of cumulative losses, your Directors, do not recommend any dividend for the period under review

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 13.92 Crore. During the year under review, the company has not issued shares with differential voting rights nor granted stock options nor sweat equity. There is no change in the share capital of the Company.

FINANCE

(a) Project finance

State Bank of Patiala has sanctioned and disbursed SLC Limit of Rs. 0.40 Crore during the year under review.

(b) Working capital

The working capital limits Stood at Rs. 16.42 Crores (fund based Rs Rs.16.42 Crores & non-fund based Rs. 0.54 Crores) as on 31st March, 2015.

(c) Term Loan

The Term Loan stood at Rs.15.88 Crores as on 31st March, 2015.

(d) Deposits

The Company has not accepted any deposits from the public during the year under review

(e) Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

No loans, guarantees or investments under Section 186 of the Companies Act, 2013 have been given by the Company.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATES COMPANIES

Your Company does not have any associate/subsldlary/joint ventures within the meaning of the Companies Act, 2013.

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing agreement, the company has constituted a Risk Management Committee under the Chairmanship of Mr. R. C. Mahajan, Managing Director of the Company. The other members of the Committee are Mr. Amit Mahajan, Director (Operations) and Mr. Amit Mahajan, Director (Commercial). In line with the new regulatory requirements, the company has also framed a 'Risk Management Policy' to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. The details of committee and its terms of reference are set out In the Corporate Governance Report forming part of the Board's Report.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's risk management systems and programs comprises of various processes, structures, processes and guidelines which assist the Company to Identify, assess, monitor and manages its risks, including any material changes to its risk profile. To achieve this, the Company has clearly defined the responsibility and authority of the Company's Management and the Risk Management Committee to oversee and manage the Risk Management Programs.

INTERNAL FINANCIAL CONTROL SYSTEM

Effective and strong internal control systems are developed in the Company for all the major processes to ensure reliability of financial reporting, safeguarding of assets and economical and efficient use of resources as also the compliance of laws, regulations, policies and procedures etc.

The Company's internal control systems are audited by Internal Auditors i.e. M/s Aaryaa & Associates, Chartered Accountants. The Internal Auditor Independently evaluates the adequacy of internal controls and reviews major transactions. The Internal Auditor report Is directly repotted to the Audit Committee to ensure complete independence.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism named 'Whistle Blower Policy/Vigil Mechanism" to deal with instance of fraud and mismanagement, if any. The details of the Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were in the ordinary course of business but were not at arm's length basis. The Company had obtained the approval of the shareholders to enter Into related party transactions in Extra-ordinary General Meeting held in March, 2016. All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The detail of transactions entered into pursuant to the omnibus approval so granted is placed before the Audit Committee and the Board of Directors on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. The form (AOC-2) disclosing the particulars of contracts/ arrangements entered into by the company with related parties referred to in Section 188 of the Companies Act, 2013 is attached herewith as Annexure A.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators, Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company Mr. Amit Mahajan, Director (Commercial) (DIN 00038593) shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

During the year under review, Mrs. Seema Mahajan (DIN 06978146) was appointed as an Independent Director, for a period of five years, we.f. 10th November, 2014. In accordance with the provisions of the Companies Act, 2013, Mr. R. K. Bhandari, will be appointed as an Independent Director for a period of five years, at the forthcoming annual general meeting. Declarations pursuant to Section 149(6) of the Companies Ad, 2013 have been submitted by all the Independent Directors.

* Board Evaluation

Pursuant to the provisions of the Companies Ad, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the working of its Audit, Nomination & Remuneration and Stakeholder's Relationship Committee. The manner In which the evaluation has been carried out has been explained in the Corporate Governance Report forming part of the Board's Report.

* Remuneration Policy

The Board has approved the policy framed by the Nomination and Remuneration Committee for selection and appointment of Directors, senior management and their remuneration. The Remuneration policy is stated in the Corporate Governance Report forming part of the Board's Report.

* Meetings

During the year eight Board meetings and four Audit Committee meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act 2013

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition, & Redressal) Act, 2013. internal Complaints, Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15:

a) No. of complaints received : Nil

b) No. of complaints disposed off : Nil

CORPORATE GOVERNANCE

A detailed report on Corporate Governance as required under the Listing Agreement with the Bombay Stock Exchange Ltd. (BSE), Mumbai is annexed to this report. The Certificate issued by the Practicing Company Secretary, in pursuance of Clause 49 of the Listing Agreement in compliance of Corporate Governance, is also annexed with this report

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 and clause 49(3)(D)(4)(a) of the Listing Agreement, your Directors state that:

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

ii) . such accounting policies have been selected and applied consistently and judgments and estimates have been made 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, 2015 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) . the annual accounts have been prepared on a going concern basis;

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; and

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.

AUDITORS

1. Statutory Auditors

M/s Kansal Single & Associates, Statutory Auditors, hold office until the conclusion of the ensuing annual general meeting and being eligible, offer themselves for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and Rules framed thereunder and willingness to accept the office of the Statutory Auditors, if reappointed.

In terms of provisions of section 139 and 141 of the Companies Act 2013, your Directors recommend their re-appointment for a period of five years starting from the conclusion of the ensuing Annual General Meeting of the company upto the conclusion of the Annual General Meeting required to be held for the financial year 2019-20 subject to ratification by the members at every Annual General Meeting. The auditors have forwarded their certificate stating that their re-appointment, if made will be in accordance with the criteria specified under Section 141 of the Companies Act, 2013.

2. Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s R.P.S Khurana & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company The report of the Secretarial Auditor is annexed as Annexure B.

MANAGEMENT REPLY ON QUALIFICATION BY SECRETARIAL AUDITOR

The observation of the Secretarial Auditor is self explanatory and require no further explanation.

PARTICULARS OF EMPLOYEES

The Provisions of Rule 5(2) & (3) of the Companies(Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees In receipt of remuneration in excess of Rs. 60 lacs per annum to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration In excess of Rs. 60 lacs during the financial year 2014-15.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure forming part of the Annual Report. Having regard to the provisions of Section 136(1) read with its relevant provisio of the Companies Act, 2013, the Annual Report excluding the aforesaid Information Is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested In obtaining such information may write to the Company Secretary and the same will be furnished free of cost.

The Nomination and Remuneration Committee of the Company has confirmed that the remuneration was as per the remuneration policy of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure C

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual return in Form MGT-9 is annexed herewith as Annexure D.

ACKNOWLEDGMENT

Your Directors convey their sincere thanks to the various agencies of the Central and State Governments, Banks and other concerned agencies for all the assistance and cooperation extended to the Company. The Directors also deeply appreciate and acknowledge the trust and confidence the vendors, suppliers, dealers, customers, shareholders and investors reposed in the Company Your Directors also place on record their appreciation for the dedicated services rendered by the workers, staff and officers of the Company.

For and on behalf of the Board

Place: Mohali (R.K. BHANDARI) Date : August 12, 2015 Chairman

Mar 31, 2014

Dear Membets,

The Directors are pleased to present their TWENTY FIFTH ANNUAL REPORT and the Audited Statement of Accounts lor the year ended March 31. 2014.

FINANCIAL RESULT (Rs. lacs)

2013-014 2012-13 12 Months 9 Months

Turnover 4607.37 3073,59

Export Incentive 0.00 5.39

Profit (Loss) before interest deprecation and taxation 837.16 288.22

Financial expenses (666.29) (505.07)

Profit(Loss) before depredation 6 taxation 150.89 (216,85)

Depredation (139.43) (103.87)

Provision for Taxation -Deferred Tax

Expenses relating to earlier years 3.26 (26.02)

Net Profit(Loss) after tax 14.74 (348.74)

Earning per share (Rs.)

- Basic/Diluted 0.11 (2.51)

FUTURE PROSPECTS

The Board of Directors are pleased to Inform that the company had produced 1.06 million pairs of shoes, sandals and other footwear during the current year (twelve months) as against 1.12 million pairs during the previous period (nine months). Although the production has reduced In number of pairs, the Company has Improved Its product mix by adding higher value products to increase revenues and profitability. The company has long term arrangements with Puma Sports India Private Limited, Adidas India Marketing Private Limited and also negotiating with other MNCs for producing sports S other footwear on their behalf. The Company shall also continue to Improve Its product mix and production efficiency to further Improve tale*. DIVIDEND

In view of cumulative losses, your Directors, do not recommend any dividend for the period under review,

DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

STAFF

The Directors hereby place on record their appreciation for the efficient and dedicated services rendered by the employees at all levels.

The information as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 (as amended) may be taken as nil as no employee received remuneration in excess of limits prescribed under the said section.

DIRECTORS

Mr. T N Tikoo resigned from the directorship of the company w.e.f. Janu- ary 07, 2014. Your directors appreciated the contribution made by him during his tenure.

In accordance with the provisions of the Companies Act, 2013 and Article 74 of the Articles of Association of the Company Mr. Amlt Mahajan. retires by rotation at the forthcoming annual general meeting and being eligible, offers himself for reappointment.

In accordance with the provisions of the Companies Act. 2013. Mr. Medan Mohan Puri, who retires as in independent director, at the forthcoming annual general meeting and being eligible, oiler himself lor re-appointment, as an independent director, for 3 years.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance as required under the Listing Agreement with the Bombay Stock Exchange Ltd. (BSE). Mumbai is annexed to this report. The Certificate Issued by Practicing Company Secretary. In pursuance of Clause 49 of the Listing Agreement in compliance of Corporate Governance, is also annexed with this report

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1958, the Board of Directors report -

I. that in the preparation of the annual accounts for the financial year 2013-14. the applicable accounting standards had been followed along with proper explanations relating to material departures,

ii. that the Directors had selected such accounting polities 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 as at March 31,2014 and of the profit of the Company for the year ended on that date,

iii. that the Directors had 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 (or preventing and detecting fraud and other Irregularities,

iv. that the Directors had prepared the annual accounts for the financial year ended on March 31, 2014 on a Going Concern basis.

AUDITORS

M/s Kansal Single 6 Associates. Statutory Auditors, hold office until the conclusion of the ensuing annual general meeting and being eligible, offer themselves for reappointment. They have confirmed their eligibility under Section 224(1-6) of the Companies Act. 1958 and willingness to accept the office of the Statutory Auditors, if reappointed.

In terms of provisions of section 139 and 141 of the Companies Act. 2013. your directors recommend their re-appointment tor a five year term Starting from the conclusion of the ensuing Annual General Meeting of the company subject to ratification by the members at every Annual General Meeting. The auditors have forwarded their certificate stating that their re- appointment, if made will be in accordance with the criteria specified under section 141 of the Companies Act, 2013.

AUDITORS' REPORT

The Statutory Auditors of the Company have submitted their report on the accounts tor the year ended March 31, 2014. The repies to the Auditors comments are as under:-

1.The Company due to liquidity constraints has not been able to deposit the PF dues outstanding up to March 31, 2014. Necessary arrangements are being made to deposit outstanding dues In the coming months.

2. Other observation (s) of auditors are self explanatory 4 needs no further clarification.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Additional Information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure Of Particulars in the Report of Board of Directors) Rules. 1986 is annexed.

ACKNOWLEDGMENTS

The Directors wish to place on record their appreciation to State Bank of Patiala., UCO Bank. Central/State Government Agendas, Customers and Business Associates for their continued cooperation and support.

The Board of Directors also takes this opportunity to acknowledge the dedicated efforts made by workers, staff and officers and their contribution to the success achieved by the Company.

Above all, the Directors express their gratitude towards the members of the Company for their continuing support and for the confidence reposed in the Management

For and on behalf of the Board

Place: Mohall R.K. BHANDARI Date : September 5. 2014 Chairman

Mar 31, 2013

Dear Members,

The Directors are pleased to present their TWENTY FOURTH ANNUAL REPORT and the Audited Statement of Accounts for the nine months period ended March 31, 2013.

FINANCIAL RESULT

(Rs./lacs)

2012-13 2011-12 9 Months 15 Months

Turnover 3073.59 4341.71

Export Incentive 5.39 31.23

(Loss)/Profit before interest, depreciation and taxation 286.22 (385.17)

Financial expenses (505.07) (917.62)

Loss before depreciation & taxation (218.85) (1302.79)

Depreciation (103.87) (335.05)

Provision for Taxation

Deferred Tax

Expenses relating to earlier years (26.02) 21.74

Net loss after tax (348.74) (1616.10)

Earning per share (Rs.)

- Basic/Diluted (2.51) (12.81)

FUTURE PROSPECTS

The Board of Directors are pleased to inform that the company had produced 1.12 million pairs of shoes, sandals and other footwear during the current period (nine months) as against 1.66 million pairs during the previous period (fifteen months). The company has long term arrangements with Puma Sports India Private Limited and also negotiating with other MNCs for producing sports & other footwear on their behalf.

DIVIDEND

In view of the losses your Directors do not recommend any dividend for the period under review.

DEPOSITS

The Company has not accepted any deposits from the public during the period under review.

STAFF

The Directors hereby place on record their appreciation for the efficient and dedicated services rendered by the employees at all levels.

The information as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 (as amended) may be taken as nil as no employee received remuneration in excess of limits prescribed under the said section.

DIRECTORS

Mr. Y R Kapur resigned from the directorship of the company w.e.f. May 23, 2013. Your directors appreciated the contribution made by him during his tenure. In accordance with the provisions of the Companies Act, 1956 and Article 74 of the Articles of Association of the Company Mr. T N Tikoo and Mr. R K Bhandari retire by rotation at the forthcoming annual general meeting and being eligible, offer themselves for reappointment.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance as required under the Listing Agreement with the Bombay Stock Exchange Ltd. (BSE), Mumbai is annexed to this report. The Certificate issued by Practicing Company Secretary, in pursuance of Clause 49 of the Listing Agreement in compliance of Corporate Governance, is also annexed with this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors report -

i. that in the preparation of the annual accounts for the nine months financial period 2012-13, the applicable accounting standards had been followed along with proper explanations relating to material departures,

ii. that the Directors had 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 as at March 31, 2013 and of the loss of the Company for the nine months period ended on that date,

iii. that the Directors had 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, iv. that the Directors had prepared the annual accounts for the financial ended on March 31, 2013 on a Going Concern basis.

AUDITORS

M/s Kansal Singla & Associates, Statutory Auditors, hold office until the conclusion of the ensuing annual general meeting and being eligible, offer themselves for reappointment. They have confirmed their eligibility under Section 224(1-B) of the Companies Act, 1956 and willingness to accept the office of the Statutory Auditors, if reappointed.

AUDITORS'' REPORT

The Statutory Auditors of the Company have submitted their report on the accounts for the nine months period ended March 31, 2013. The replies to the Auditors comments are as under:- 1. The Company due to liquidity constraints has not been able to deposit the PF dues outstanding as on March 31, 2013. Necessary arrangements are being made to deposit outstanding dues in the coming months.

2. Undisputed dues regard to service tax have since been deposited.

3. Other obervation (s) of auditors are self explanatory & needs no further clarification.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed.

ACKNOWLEDGMENTS

The Directors wish to place on record their appreciation to State Bank of Patiala, UCO Bank, Central/State Government Agencies, Customers and Business Associates for their continued cooperation and support.

The Board of Directors also takes this opportunity to acknowledge the dedicated efforts made by workers, staff and officers and their contribution to the success achieved by the Company.

Above all, the Directors express their gratitude towards the members of the Company for their continuing support and for the confidence reposed in the Management.

For and on behalf of the Board

Place: Mohali R.K. BHANDARI

Date : September 03, 2013 Chairman

Jun 30, 2012

Dear Members,

The Directors are pleased their TWENTY THIRD ANNUL REPORT and the Audited Statement of Accounts for the fifteen months period ended June, 30th, 2012.

FINANCIAL RESULT

(Rs. in lacks) 2011-12 2010-11 15 months 12 months

Turnover 4341.71 3863.79

Export Incentive 31.23 74.30

Loss before interest, depriciation and taxation (385.17) (217.57)

Financial expenses (917.62) (512.94)

Loss before depreciation and taxation (1302.79) (790.51)

Depreciation (355.05) (304.55)

Provision for Taxation

-Deferred Tax - 256.08

Expenses relating to earlier years 21.74 (22.43)

Net loss after tax (1616.10) (661.41)

Earning per share (Rs.)

- Basic/ Diluted (12.81) (8.85)

FUTURE PROSPECTS

The Board of Directors are pleased to inform that the foot wear Division had prodused 1.66 million pairs of shoes. Sandels and other foot wear during the current period of fifteen months. The company has long term arrengements with purna Sports India Private Ltd, and also negotialing with other MNC''s for produsing Sports and other Foot wears on their behalf. Further, the Terry Towers Division (TTD) has been hived off after the necessary approvel from the shareholders and all the bank dues against the TTD has been paid off.

dividend

In view of the losser your Directors do not recommend any dividend for the period under review.

DEPOSITS

The company has not accepted any deposits from the public during the period under review.

STAFF

The Directors hereby place on record their appreciation for the efficient and dedicated services rendered by the employees at all levels.

The information as required under section 217 (2A) of the companies Act, 1956 read with companies (Particulars of employees) Rules, 1975 (as amended) may be taken as nil as no employees received remuneration in excess of limits prescribed under the said section.

DIRECTORS

Mr. Shashi kanth resigned from the Directorship of the Company w.e.f. August 01,2012. Your directors appreciated the contribution made by him during his tenure. In accordence with the provisions of the Companies Act, 1956 and Articles 74 of the Articles of Association of the Company Mr. Anil Mahajan and Mr. Anil mahajan, retire by rotation at the forthcoming annual general meeting and being eligible, offer them selfs for reappointment.

Mr. T. N. Tikoo ceased to be Director (Works) consequent upon the withdrawel of powers from him w.e.f. September 1, 2011. Mr. Amit Mahajan, Director (Commercial) and Mr. Amit mahajan, Director (Operations) resighned from their respective offices w.e.f. February 29th 2012 and were again reappointed w.e.f. july, 01st 2012 on the same position.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance as required under the listing Agreement with the Bombay Stock Exchange Ltd.(BSE), Mumbai is annexured to this report. The Certificate issued by practising company secretory, in pursuent of clause 49 of the listing Agreement in compliance of corporate Governance, is also annexured with this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuent to section 217(2AA) of the companies Act, 1956, the Board of Directors report :

i. That in the preperation of the annual accounts for the fifteen months period ended 30th 2012 the applicable accounting standered had been followed along with proper explanations relating to material departures.

ii. That the Directors had 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 as at June 30th 2012 and of the loss of the company for the fifteen months period ended on that date.

iii. That the Directors had taken proper and sufficient care for the maintainence of adequate accounting records in accordence with the provisions of the companies Act, 1956 for safeguarding fraud other irregulatories.

iv. That the Director had prepared the annual accounts for the fifteen months period ended on June 30th 2012 on a going Concern basis. AUDITORS

M/s Kansaf Singla & Associates Statutory Auditors, hold office untill the conclusion of the ensuing general meeting and being eligible offer themselves for reappointment. they have confirmed their eligibility under section 224(1.B) of the companies Act, 1956 and willingness to accept the office of the Statutory Auditors, if reappointed.

AUDITORS''REPORT

The Statutory Auditors of the Company have submited their report on the accounts for the fifteen months period ended June 30th 2012. The replies to the Auditors comments are as under :

1. The company due to liquidity contains has not been able to deposit the PF dues outstandin as on June 30th 2012, Necessary arrengements are being made to deposit outstanding dues in the coming months.

2. The company has paid bank overdue interest and installments of loans as on June, 30th 2012 by August 17th 2012.

3.The company has sold of the terry Towel Division (TTD) after the approvel from the shareholders and the loss is due to adjustment of total proceeds received againest the asset of the TTD.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Additional information on concervation of energy. technology absorvation, foreign exchange, earnings and out go as required to be disclosed in terms of section 217 (1) (e) of the companies Act, 1956 read with companies (Disclosures of particulars in the Report of Board of Directors ) Rules, 1988 is anexured.

ACKNOWLEDGEMENTS

The directors wish to place on record their appreciation to State Bank of Patiala, UCO Bank, Central/ State Government Agencies, Customers and Bussiness Associates for their continued cooperation and support.

The Board of Directors also takes this oppertunity to achnowledge the dedicated efforts made by workers, staff and officers and their contribution to the success achieved by the company.

Above all, the Directors express their gratitude towards the members of the company for their continuing support and for the confidence reposed in the management.

Place: Mohali For and on behalf of the Board

Date : January 29th, 2013 R. K. BHANDARI

Chairman

Mar 31, 2009

The Directors are pleased to present their TWENTIETH ANNUAL REPORT and the Audited Statement of Accounts for the year ended March 31, 2009.

FINANCIAL RESULT (Rs/lacs)

2008-09 2007-08

Turnover 3246.69 3321.57

Export Incentives 254.31 284.42

Profit before interest, depreciation and taxation 434.25 553.53

Financial expenses (161.22) (168.97)

Profit before depreciation & taxation 273.03 384.56

Depreciation (226.64) (338.16)

Provision for Taxation

- Current Tax (4.80) (5.00)

- Deferred Tax (12.45) (33.12)

- Fringe Benefit Tax (3.25) (4.00)

Provision for taxes not required 0.79 6.71

Mat paid during earlier 42.11 -

Expenses relating to earlier years (5.21) (1.08)

Net profit after tax 63.57 9.91 Earning per share (Re.)

- Basic 0.51 0.08

-Diluted 0.51 0.08

FUTURE PROSPECTS

Your Board of directors have decided to diversify into manufacturing of footwear. The state of the art plant is being set up at Vill- Singhan, Tehsil- Haroli, Distt- Una (Himachal Pardesh) with an installed capacity of 1.5 Million Pairs per annum at a total project cost of Rs. 30.50 crores. Term loan from State Bank of Patiala and UCO Bank have been sanctioned. The project is at the advance stage of implementation as civil works on the project site are nearing completion and orders placed for plant and machinery. The arrangements with leading international brand for contract manufacturing have been finalised. The commercial production is expected by March 2010.

Further, with a view to enhance the production and profitability, your company has decided to replace six looms in the existing terry towel unit for which term loan has been sanctioned by SBOP.

DIVIDEND

In view of the diversification, expansion and future plans, your Directors want to retain the profits and therefore, do not recommend any dividend for the year under review.

DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

STAFF

The relationship between the employees and the management continued to remain cordial during the year under review. The Directors hereby place on record their appreciation for the efficient and dedicated services rendered by the employees at all levels.

The information as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 (as amended) may be taken as nil as no employee received remuneration in excess of the limits prescribed under the said Section.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Article 74 of the Articles of Association of the Company Mr. Amit Mahajan, Director (Operation), Mr. Amit Mahajan, Director (Commercial) & Mr. B.K.Malhotra retire by rotation at the forthcoming annual general meeting and being eligible, offer themselves for reappointment.

Further, Mr V. K. Dewan, Who was appointed as an Additional Director w.e.f January 29, 2009, shall hold office till the date of forthcoming Annual General Meeting . Your Directors have received a notice under Section 257 of the Companies Act 1956 from a Member alongwith deposit of Rs 5.00/- recommending his candidature for appointment as director liable to retire by rotation.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance as required under the Listing Agreement with the Bombay Stock Exchange Ltd. (BSE), Mumbai is annexed to this report. The Certificate issued by Practicing Company Secretary, in pursuance of Clause 49 of the Listing Agreement in compliance of Corporate Governance, is also annexed with this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors report -

i) that in the preparation of the annual accounts for the financial year 2008- 09, the applicable accounting standards had been followed along with proper explanations relating to material departures,

ii) that the Directors had 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 as at March 31, 2009 and of the profit of the Company for the year ended on that date,

iii) that the Directors had 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 and iv) that the Directors had prepared the annual accounts for the financial year ended on March 31, 2009 on a Going Concern basis.

AUDITORS

M/s Kansal Singla & Associates, Statutory Auditors, hold office until the conclusion of the ensuing annual general meeting and being eligible, offer themselves for re-appointment. They have confirmed their eligibility under Section 224(1-B) of the Companies Act, 1956 and willingness to accept the office of the Statutory Auditors, if re-appointed.

AUDITORS REPORT

The Statutory Auditors of the Company have submitted their report on the accounts for the year ended March 31, 2009, which is self-explanatory and needs no further comments.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed.

ACKNOWLEDGMENTS

The Directors wish to place on record their appreciation to State Bank of Patiala,, UCO Bank, Central/State Government Agencies, Customers and Business Associates for their continued cooperation and support. The Board of Directors also takes this opportunity to acknowledge the dedicated efforts made by workers, staff and officers and their contribution to the success achieved by the Company.

Above all, the Directors express their gratitude towards the members of the Company for their continuing support and for the confidence reposed in the Management.

For and on behalf of the Board

Place: Derabassi S.K.DUGGAL

Date: September 05, 2009 Chairman

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Directors Report of S R Industries Ltd.

RESULT OF OPERATIONS AND STATE OF THE COMPANYâS AFFAIRS

ENTRY AGAIN INTO FOOTWEAR MARKET AND LAUNCH OF NEW BRAND

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THEFINANCIAL POSITION OF THE COMPANY

CHANGE IN THE NATURE OF BUSINESS, IF ANY

CHANGES IN CAPITAL STRUCTURE

AUTHORISED CAPITAL OF THE COMPANYEquity Share

Preference Share

Paid-up Equity Share Capital

HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

APPOINTMENT OF KMPs

RESIGNATION OF DIRECTORS AND KMPs

INDEPENDENT DIRECTORS

KEY MANAGERIAL PERSONNEL

FAMILIARISATION PROGRAMME

DETAILS OF BOARD MEETINGS

COMMITTEES OF THE BOARD

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

BOARD DIVERSITY

SUCCESSION PLAN

BOARD EVALUATION

PERFORMANCE EVALUATION OF THE BOARD

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

CORPORATE SOCIAL RESPONSIBILITY

RISK MANAGEMENT

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S 186

ANNUAL RETURN

SUSPENSION OF TRADING OF SECURITIES

SHARE TRANSFER SYSTEM

HUMAN RESOURCES

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION & REDRESSAL), ACT 2013

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

EMPLOYEE DIVERSITY AND GENDER REPRESENTATION

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGO

CREDIT RATING

CYBER SECURITY

PARTICULARS OF EMPLOYEES

COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGINGACTIVITIES

STATUTORY AUDITORS

COST AUDITOR

SECRETARIAL AUDITOR

EXPLANATION TO SECRETARIAL AUDITORSâ COMMENT

INTERNAL AUDITOR

REPORTING OF FRAUDS BY AUDITORS

CORPORATE GOVERNANCE

DISCLOSURE UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

OTHER DISCLOSURES

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTIONFUND (IEPF)

COMPLIANCE WITH SECRETARIAL STANDARD ON BOARD AND GENERALMEETINGS

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDERTHE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

GENERAL

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

CAUTIONARY STATEMENT

DIRECTORSâ RESPONSIBILITY STATEMENT

APPRECIATION AND ACKNOWLEDGEMENT

FINANCIAL PERFORMANCE

COMPANY OVERVIEW

CHANGE IN THE NATURE OFBUSINESS, IF ANY

CHANGES IN CAPITAL STRUCTURE

Paid- up Share Capital

HOLDING, SUBSIDIARIES,

ASSOCIATES AND JOINT VENTURES

RELATED PARTY TRANSACTIONS

DIRECTORSâ RESPONSIBILITY

STATEMENT

INTERNAL FINANCIAL CONTROLS

DIRECTOR AND KEY MANAGEMENTPERSONNEL (âKMPâ)

BOARD DIVERSITY

FAMILIARISATION PROGRAMEE

DETAILS OF BOARD MEETINGS

COMMITTEES OF THE BOARD

DECLARATION BY INDEPENDENTDIRECTORS

BOARD EVALUATION

OUTCOME OF EVALUATION PROCESS

REMUNERATION POLICY

VIGIL MECHANISM/WHISTLE

BLOWER POLICY

CORPORATE SOCIAL

RESULT OF OPERATIONS AND STATE OF THE COMPANYâS AFFAIRS

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

AUTHORISED CAPITAL OF THE COMPANY
Equity Share

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL), ACT 2013

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

COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING
ACTIVITIES

EXPLANATION TO SECRETARIAL AUDITORSâ COMMENT

DISCLOSURE UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

COMPLIANCE WITH SECRETARIAL STANDARD ON BOARD AND GENERAL
MEETINGS

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

DIRECTORSâ RESPONSIBILITY STATEMENT

CHANGE IN THE NATURE OF
BUSINESS, IF ANY

DIRECTORSâ RESPONSIBILITY

DIRECTOR AND KEY MANAGEMENT
PERSONNEL (âKMPâ)

DECLARATION BY INDEPENDENT
DIRECTORS

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

REPORTING OF FRAUD BY
AUDITORS

COST AUDITORS AND COST AUDIT
REPORT

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND