Directors Report of Shekhawati Industries Ltd.

Mar 31, 2025

Your Directors have pleasure in submitting their 34^th Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2025.

1. FINANCIAL RESULTS:

The financial highlights of your Company for the financial year ended March 31, 2025 are summarized as follows:

(Amount in Lakh)
Particulars	2024-2025	2023-2024
Net Sales /Income from
Business Operations	6063.71	7675.06
Other Income	177.71	360.61
Total Income	6241.42	8035.67
Less: Expenses	5529.38	6067.45
Total	712.04	1968.22
Less: Interest	3.56	4.47
Profit before Depreciation	708.48	1963.75
Less: Depreciation	81.49	834.74
Profit/Loss after depreciation and Interest	626.99	1129.01
Add : Exceptional Items	0	14275.85
Profit/Loss before Tax	626.98	15404.86
Less: Current Income Tax	(1.24)	5.86
Less: Deferred Tax Liability / (Assets)	-—	-—
Net Profit / Loss after Tax	628.21	15399.00
Other comprehensive Income/(Loss)	(36.89)	19.40
Total Comprehensive Income/(Loss) for the year (After tax)	591.32	15418.40
Dividend (including Interim if any and final )	-—	-—
Net Profit after dividend and Tax	591.32	15418.40
Amount transferred to General Reserve	----	----
Balance carried to Balance Sheet	591.32	15418.40
Earnings per share (Basic)	1.82	44.67
Earnings per Share(Diluted)	1.82	44.67

2. DIVIDEND:

There is no recommendation of Dividend on the Equity Shares of the Company for the financial year under review as the board of Director has decided to retain the entire amount of profit to reserve and surplus to strengthen the financial position of the Company.

3. TRANSFER TO RESERVES:

The company has transferred entire amount of profit for FY 2024-2025 in reserve and surplus.

4. CHANGE IN NATURE OF BUSINESS :

During the year under review the Company had diversified its business in the field of Real Estate and Construction sectors apart from Textile segment. Accordingly the Company has amended its Object clause vide Certificate of Registration of the Special Resolution Confirming Alteration of Object Clause(s) dated July 24, 2024.

5. CONSOLIDATION OF EQUITY SHARES OF THE COMPANY:

During the year under review the Company has consolidated existing 10 (Ten) Equity shares having face value of Re.1/-(Rupee One Only) each into new 1 (One) Equity share having face value of Rs.10/- (Rupees Ten Only) each, which shall rank pari passu in all respect with the existing Equity Shares of the Company.”

As on March 31, 2025, the Authorized Share Capital of the Company was Rs. 40,00,00,000 divided into 4,00,00,000 equity shares of Rs.10/- each.

The Issued, subscribed and paid up share capital of the Company as on March 31, 2025 was Rs. 34,47,00,000 divided into 3,44,70,000 equity shares of Rs.10/- each.

6. CHANGE IN REGISTERED OFFICE ADDRESS OF THE COMPANY:

During the year under review the Company has received the new Certificate of Registration of Regional Director dated November 27, 2024 order for Shifting of Registered Office from Silvassa, Dadra & Nagar Haveli to Mumbai, Maharashtra.

The new Registered Office address of the Company is as mentioned below:

Shekhawati Industries Limited

Unit No. 1102/1103, A-wing, 11^th Floor, Express Zone, Off. Western Express Highway, Malad East, Mumbai - 400 097. Maharashtra - India.

7. CHANGE IN NAME OF THE COMPANY:

During the year under review the Company has changes its name from Shekhawati Poly-Yarn Limited to Shekhawati Industries Limited vide new Certificate of Incorporation dated July 23, 2024.

The New name of the Company is M/s. Shekhawati Industries Limited (Formerly Shekhawati Poly-Yarn Limited).

8. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

Your Directors wish to present the details of Business operations done during the year under review:

a. Performance:

During the financial year 2024-25, the Company continued its core activities of job work and textile consultancy within the textile sector. The overall operational performance improved during the year. In a significant strategic move, the Company has entered into the real estate sector. Construction work has commenced on a newly acquired land parcel located in Khandala, Maharashtra. The Company expects this ongoing development to begin contributing to revenue in the upcoming financial year.

The Company reported a Profit After Tax (PAT) of Rs. 626.99 lakh in 2024-25 as against Rs.15,399.86 lakh in the previous year. The unusually high profit in 2023-24 was primarily due to exceptional gains arising from the settlement of loans under a One-Time Settlement (OTS) facilitated by the Asset Reconstruction Company (ARC).

The turnover for the year stood at Rs. 6,241.42 lakh, as compared to Rs. 8,035.67 lakh in the previous year, reflecting a reduction primarily attributable to normalization after one-time events.

b. Marketing and Market environment:

The Company believes that its scale of operations and deep domain expertise across the textile value chain will continue to offer a competitive edge in terms of both cost efficiency and revenue generation.

To meet the challenges of increasing competition, the Company is focusing on innovation, creativity, design excellence, and leveraging its long-standing business relationships across sectors. These efforts are expected to improve customer engagement and market reach.

c. Future Prospects including constraints affecting due to Government policies:

The textile segment, being the primary revenue driver, is expected to sustain its contribution in the short to medium term. The newly launched Real Estate business is anticipated to become a significant growth vertical in the long-term horizon.

While global geopolitical tensions and uncertainties—such as changing tariff policies in Western markets-may impact short-term demand, especially in export segments, the Company remains optimistic about long-term growth. Rising incomes and increased consumption within the Indian subcontinent are expected to provide a strong base for sustained expansion in both Textile and Real Estate operations.

9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements related and the date of this report.

10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant and material orders passed by the regulators / courts that would impact the going concern status of the Company and its future operations.

11. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management’s Discussion and Analysis Report for the year ended March 31, 2025 as stipulated under Regulation 34(2) and (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, is presented in a separate section forming part of this Annual Report.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in “Annexure A” and is attached to this report.

13. RISK MANAGEMENT POLICY:

Risk management includes identifying all types of risks and its assessment, risk handling and monitoring and reporting. The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor the principal risks that can impact its ability to achieve its strategic objectives. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company has adopted Risk Management Policy in accordance with the Listing Regulations, 2015.

The Risk Management Policy is available on: weblink https://www.shekhawatiind.com/companypolicy.html

14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Board has constituted Corporate Social Responsibility (CSR) Committee. The member ofthe Committee are Mr. Mukesh Ramniranjan Ruia, Mrs. Shweta Mundra and Mr. Sushil Kumar Poddar. The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy. The Provision for CSR are applicable as per Section 135 of Companies act 2013. During the year company is not liable to make the expenditure towards CSR Activity, hence expenditure is not incurred towards CSR Activity. The detailed CSR Policy is hosted on Company’s website weblink https://www.shekhawatiind.com/companypolicy.html Annual report on CSR as required under Companies (Corporate Social Responsibility Policy) Rules 2014 is furnished in “Annexure B” and forms part of this report.

15. DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has been employing woman employees in various cadres within its office. The Company has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of woman at work place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee is set up to redress any complaints received and are monitored by woman line supervisors. All employees are covered under this policy. There was no complaint received from any employee during the financial year 2024-25 and hence no complaint is outstanding as on March 31, 2025 for redressal.

16. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism for directors and employees to report genuine concerns. The vigil mechanism provides for adequate safeguards against victimization of person who use vigil mechanism and also provide direct access to Chairman of the Audit Committee and Managing Director of the Company in appropriate and exceptional cases.

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.shekhawatiind.com

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

During the year under review the company has granted Loan under Section 186 of the Companies Act, 2013. The details of loan is mentioned in Notes to Financial Statement of this Annual Report.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The Particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 is furnished in “Annexure C” and is attached to this report. All related party transactions that were entered into during the year under report were on an arm’s length basis and in ordinary course of business and were in compliance with applicable provisions of the Act and Listing Regulations.

The policy on the materiality of the Related Party Transactions and also on dealing with the Related Party Transactions as approved by the Audit Committee and Board of Directors as well as shareholders is available on the weblinkhttp://https:// www.shekhawatiind.com/companypolicy.html

19. AUDITORS REPORTS:

The Notes on Accounts and observation of the Auditor in the Reports on the accounts of the Company are self explanatory and does not call for any further clarifications.

20. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, including criteria for determining Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in “Annexure D” and is attached to this report.

21. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rules framed thereunder, Draft Annual Return in form MGT-7 as on March 31, 2025 is available on the Company’s website at www.shekhawatiind.com.

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

23. DEPOSITS:

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

24. MEETINGS OF THE DIRECTORS:

The Board met 8 (Eight) times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the periods prescribed by the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

25. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submit its responsibility statement that:-

a) In the preparation of the annual accounts, applicable accounting standards have been followed with explanation for any material departures; if any

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

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The annual accounts are prepared on a going concern basis;

e) Internal financial controls laid have been followed by the Company and that such internal financial controls are adequate and are operating effectively and;

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.

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, following Directors were appointed/re-appointed and resigned in the Company. Appointment/Re-appointment:

1) As per the provisions of Section 152(6) of the Companies Act, 2013, Mr. Mukesh Ramniranjan Ruia (DIN:00372083) Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

2) As per the provision of Section 196, 197 & 203 of the companies Act, 2013, Mrs. Kalpana Mukesh Ruia (DIN : 02334623) as an Additional Executive Director is appointed for a term of 5 years as a Executive Director of the Company.

3) Mrs. Shweta Mundra (DIN: 08728819) completed her first term of five (5) consecutive years as Independent Director of the Company on May 7, 2025, in accordance with the provisions of Section 149(10) of the Companies Act, 2013.

On the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, the proposal for re-appointment of Mrs. Shweta Mundra as an Independent Director of the Company for a second term of five (5) consecutive years commencing from July 12, 2025 to July 11, 2030 as an Independent Director, not liable to retire by rotation is being included in the Notice of ensuing 34th Annual General Meeting for approval of the shareholders.

Mrs. Shweta Mundra has submitted a declaration confirming that she meets the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, she possesses appropriate skills, qualifications, integrity, and experience and fulfills the conditions for her continued appointment as an Independent Director.

4) Mrs. Sudha Agarwal (DIN: 08728819) will complete her first term of five (5) consecutive years as Independent Director of the Company on August 25, 2025, in accordance with the provisions of Section 149(10) of the Companies Act, 2013.

On the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, the proposal for re-appointment of Mrs. Sudha Agarwal as an Independent Director of the Company for a second term of five (5) consecutive years commencing from August 26, 2025 to August 25, 2030 as an Independent Director, not liable to retire by rotation is being included in the Notice of ensuing 34th Annual General Meeting for approval of the shareholders.

Mrs. Sudha Agarwal has submitted a declaration confirming that she meets the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, she possesses appropriate skills, qualifications, integrity, and experience and fulfills the conditions for her continued appointment as an Independent Director.

5) Mr. Nirmal Bagri (DIN: 091521839) will complete his first term of five (5) consecutive years as Independent Director of the Company on April 22, 2026, in accordance with the provisions of Section 149(10) of the Companies Act, 2013.

On the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, the proposal for re-appointment of Mr. Nirmal Bagri as an Independent Director of the Company for a second term of five (5) consecutive years commencing from April 23, 2026 to April 22, 2031 as an Independent Director, not liable to retire by rotation is being included in the Notice of ensuing 34th Annual General Meeting for approval of the shareholders.

Mr. Nirmal Bagri has submitted a declaration confirming that he meets the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, he possesses appropriate skills, qualifications, integrity, and experience and fulfills the conditions for his continued appointment as an Independent Director.

Attention of the member is invited to the relevant item in the Notice of the 34th Annual General Meeting and explanatory statement thereto.

Appointment / Resignations of the Director/Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this Report are :

Sr.	Name	Designation
1	Mr. Mukesh Ramniranjan Ruia	Chairman & Managing Director
2	Mrs. Kalpana Mukesh Ruia*	Executive Director
4	Mr. Suresh Chandra Gattani*	Chief Financial Officer
5	Mrs. Meena Agal*	Chief Financial Officer, Company Secretary & Compliance Officer

*Mrs. Kalpana Mukesh Ruia appointed as an Additional Executive Director w.e.f July 24, 2025 *Mr. Suresh Chandra Gattani has resiged w.e.f November 20, 2024

*Mrs. Meena Agal* appointed as Chief Financial Officer w.e.f February 3, 2025 in addition to Company Secretary & Compliance Officer.

Board Evaluation:

Pursuant to section 134 and 174 of the Act, and Regulation 17 and 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors, Board, its committees including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgement thereby safeguarding the interests of the Company. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Committees. The Directors expressed their satisfaction with the evaluation process.

Familiarization Programme:

The Company have conducted presentation during the financial year to familiarize Independent Directors with the Company, their roles, responsibilities in the Company, performance update of the Company, global business environment, technology and the risk management system of the Company. Further, the Directors are encouraged to attend the training programmes being organized by various regulators/bodies/Institution on above matters and freedom to interact with the management of the Company. The detailed policy and programme is hosted on Company’s website weblink https://shekhawatiind.com/images/15.%20FAMILIARIZATION%20PROGRAMMES%20FOR%20 INDEPENDENT%20DIRECTORS.pdf.

27. DECLARATION OF INDEPENDENT DIRECTORS:

The company has received necessary declaration from all Independent Directors under section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as prescribed under Section 149(6) and (7) of the Companies Act, 2013, and Regulation 16 of Listing Regulations.

28. STATEMENT ON INTEGRITY, EXPERTISE, AND EXPERIENCE OF INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Director regarding their Integrity, Expertise and Experience.

29. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee consists of the following members as on March 31, 2025.

Sr. No.	Name of the Member	Designation
1	Mr. Sushil Kumar Poddar	Chairman
2	Mr. Mukesh Ramniranjan Ruia	Member
3	Mrs. Shweta Mundra	Member

The above composition of the Audit Committee consists of Independent Directors viz., Mr. Sushil Kumar Poddar and Mrs. Shweta Mundra who form the majority. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and is also displayed on the website of the Company.

30. DISCLOSURE OF COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee consists of the following members as on March 31, 2025.
Sr. No.	Name of the Member	Designation
1	Mr. Sushil Kumar Poddar	Chairman
2	Mrs. Sudha Agarwal	Member
3	Mrs. Shweta Mundra	Member

The above composition of the Nomination & Remuneration Committee consists of Independent Directors viz., Mr. Sushil Kumar Poddar, Mrs. Shweta Mundra and Mrs. Sudha Agarwal. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

31. DISCLOSURE OF COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee consists of the following members as on March 31, 2025.
Sr. No.	Name of the Member	Designation
1	Mr. Sushil Kumar Poddar	Chairman
2	Mr. Mukesh Ramniranjan Ruia	Member
3	Mrs. Shweta Mundra	Member

The above composition of the Stakeholder Relationship Committee consists of Independent Directors viz., Mr. Sushil Kumar Poddar and Mrs. Shweta Mundra form Majority of the Committee. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

32. DETAILS OF FRAUD AS PER AUDITOR REPORT:

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the audit committee, under section 143(2) of the companies Act, 2013, any instance of fraud committed against the Company by its officers or employee, the details of which would need to be mentioned in the Board Report.

33. AUDITORS:

STATUTORY AUDITORS:

M/s. Ajay Shobha & Co. Chartered Accountants is the Statutory Auditor of the company appointed in 29^th Annual General Meeting till the conclusion of the 34^th Annual General Meeting to be held in the financial year 2025.

The Company has appointed SGCO & Co. LLP, Chartered Accountants (Firm Registration No.112081W/W100184) as the Statutory Auditor of the Company in the Board Meeting held on July 24, 2025 subject to approval of the members in the ensuing 34^th Annual General Meeting from the date of 34^th Annual General Meeting till the conclusion of the Annual General Meeting to be held in the financial year 2030-2031 to approve the Financial Result for the year ended on 31^st March, 2030

SGCO & Co. LLP, Chartered Accountants (Firm Registration No.112081W/W100184) have under Sections 139 and 141 of the Act and Rules framed thereunder confirmed that they are not disqualified from appointing as Statutory Auditor of the Company and furnished a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under Regulation 33 of the Listing Regulations.

COST AUDITORS:

As per the requirements of Section 148 of the Act, read with the Companies (Cost Record and Audit) Rules, 2014, the Audit of Cost Account related to Textile product is being carried out every year. The Board of Directors have based on the recommendations of the Audit Committee, appointed M/s. N. Ritesh & Associates, Cost Accountants, Mumbai (Membership No. M/26963) to audit the cost accounts of the Company for the year ended March 31, 2025 on a remuneration to be fixed between the Board and Cost Auditor. As required under the Act, necessary resolution seeking member’s ratification for the remuneration payable to M/s. N. Ritesh & Associates is included as Item Number 8 of the Notice convening 34^th Annual General Meeting.

The Cost Audit Report, for the year ended March 31, 2024 was filed with the Central Government within prescribed time. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and in accordance with the requirement of Regulation 24A of the SEBI (LODR), Regulation, 2015, and subject to approval of shareholders in AGM, the Board of Directors has appointed Dipesh Gosar & Co., Company Secretaries, M. No. ACS: 23755 | C P No. 26801 a proprietorship of Company Secretaries in practice to undertake the Secretarial Audit for a period of five (5) consecutive financial year from FY 2025-26 to 2029-30.

The Secretarial Audit Report in Form MR-3 issued by M/s. GMJ & Associates, Practicing Company Secretaries for the financial year March 31, 2025 is annexed to this Report as “Annexure E”. There is no qualification, reservation or adverse remark in their report.

INTERNAL AUDITORS:

M/s. Sunil Kudwa & Co., Chartered Accountants (Firm Registration No. 123657W) were appointed as Internal Auditors of the Company for the F.Y. 2024-2025.

Their appointment as an Internal Auditor for the Financial Year 2025-26 has been approved in the meeting of the Board of Directors held on July 24, 2025.

34. INTERNAL FINANCIAL CONTROL:

The Board has adopted system of internal control to ensuring the orderly and efficient conduct of its business, including adherence to the Company’s Policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company is in the process of strengthening its Internal Financial Control System considering present financial situation, and other recent developments.

35. HUMAN CAPITAL AND PARTICULARS OF EMPLOYEES:

Your Company had 137 employees as on March 31, 2025.

The statement containing the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read along with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the company as no employees were in receipt in remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details required as per Section 197(12) of the Companies Act, 2013 read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as “Annexure F” and forms part of the report.

36. SHARE CAPITAL AND CHANGES THEREIN:

a. BUY BACK OF SECURITIES:

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

b. SHARES WITH DIFFERENTIAL VOTING RIGHTS:

The Company has not issued equity shares with differential voting rights during the year under review.

c. SWEAT EQUITY:

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

d. BONUS SHARES:

No Bonus Shares were issued during the year under review.

e. EMPLOYEES STOCK OPTION PLAN:

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

37. CORPORATE GOVERNANCE REPORT:

Your Company has complied with the Corporate Governance requirements as per the Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance along with a Certificate of Compliance from the Secretarial Auditors forms a part of this report.

38. COMPLIANCE OF SECRETARIAL STANDARDS ON BOARD MEETING AND GENERAL MEETING:

The Company is in compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

39. LISTING:

The equity shares continue to be listed on BSE Limited and National Stock Exchange of India Limited (NSE). The Company has paid the annual listing fee for the Financial Year 2025-26 to BSE and NSE.

40. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31, 2025 the Board had 6 members, 2 of whom are executive directors, 4 are Non-Executive Independent Director. The policy of the Company on directors’ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at www.shekkhawatiind.com. We affirm that the remuneration paid to the directors is as per the Nomination and Remuneration Policy of the Company.

41. ACKNOWLEDGEMENTS:

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

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Mar 31, 2024

Your Directors have pleasure in submitting their 33^rd Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2024.

1. FINANCIAL RESULTS

The financial highlights of your Company for the financial year ended March 31, 2024 are summarized as follows:

(Amount in Lacs)

Particulars	2023-2024	2022-2023
Net Sales /Income from
Business Operations	7675.06	30343.37
Other Income	360.61	26.00
Total Income	8035.67	30369.37
Less: Expenses	6067.45	31565.57
Total	1968.22	(1196.20)
Less: Interest	4.47	6.88
Profit before Depreciation	1963.75	(1203.08)
Less: Depreciation	834.74	915.04
Profit/Loss after depreciation and Interest	1129.01	(2118.12)
Add : Exceptional Items & Prior Period Exp	14275.85
Profit/Loss before Tax	15404.86	(2118.12)
Less: Current Income Tax	5.86	—
Less: Deferred Tax Liability / (Assets)	—	—
Net Profit / Loss after Tax	15399.00	(2118.12)
Other comprehensive Income/(Loss)	19.40	(21.94)
Total Comprehensive Income/(Loss) for the year (After tax)	15418.40	(2140.06)
Dividend (including Interim if any and final )	—	—
Net Profit after dividend and Tax	15418.40	(2140.06)
Amount transferred to General Reserve	—
Balance carried to Balance Sheet	15418.40	(2140.06)
Earnings per share (Basic)	4.47	(0.62)
Earnings per Share(Diluted)	4.47	(0.62)

2. DIVIDEND:

There is no recommendation of Dividend on the Equity Shares of the company for the financial year under review.

3. TRANSFER TO RESERVES:

The company has not transferred any amount to the reserves.

4. CHANGE IN NATURE OF BUSINESS :

During the year under review there is no change in the business of the Company.

5. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

Your Directors wish to present the details of Business operations done during the year under review:

a. Performance:

During the year under review, the Company was engaged primarily in its job work activities. The performance of the company was improved mainly due to exceptional items which is showing gain on settlements of Loans under One Time Settlement (OTS) by the Assets Reconstruction Company (ARC).

The Company has earned profit during the year. The profit after tax of '' 15404.86 lacs as against a loss after tax of ''2118.12 lacs in the previous year 2022-23. The turnover of the company was decreased from '' 30369.37 lacs as to '' 8035.67 lacs as compare to previous year 2022-23.

b. Marketing and Market environment:

Your Company believes that its scale of operations and integration across the textile chain will, in future, offer significant advantages in both cost and revenue. Your Company work hard to meet the competition as well as to enable to maintain long standing business relationship.

c. Future Prospects including constraints affecting due to Government policies:

We expect the textile segments to turn favorable based on the various factors like macro economy condition and the Company is taking all necessary steps to take company forward.The company is also exploring the other opportunities of business in other areas or planning to explore business in Real Estate Sector and Construction activities.

6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY :

There have been no material changes and commitments affecting the financial position of the Company which have occurred between end of the financial year and the date of this report.

7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant and material orders passed by the regulators / courts that would impact the going concern status of the Company and its future operations.

8. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year ended March 31, 2024 as stipulated under Regulation 34(2) and (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 with Stock Exchanges in India, is presented in a separate section forming part of this Annual Report.

9. conservation of energy, technology absorption, foreign exchange earnings and

OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in “Annexure A” and is attached to this report.

10. RISK MANAGEMENT POLICY:

Risk management includes identifying all types of risks and its assessment, risk handling and monitoring and reporting. The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor the principal risks that can impact its ability to achieve its strategic objectives. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company has adopted Risk Management Policy in accordance with the Listing Regulations, 2015.

The Risk Management Policy is available on: weblinkhttp://www.shekhawatiyarn.com/Companypolicies.html.

11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Board has constituted Corporate Social Responsibility (CSR) Committee. The member of the Committee are Mr. Mukesh Ramniranjan Ruia, Mr. Shweta Manoj Mundra and Mr. Sushil Kumar Poddar. The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy. The CSR is not applicable to the company in view of earlier losses. The detailed CSR Policy is hosted on company''s website weblinkhttp://www.shekhawatiyarn.com/ Companypolicies.html.

Annual report on CSR as required under Companies (Corporate Social Responsibility Policy) Rules 2014 is furnished in “Annexure B” and forms part of this report.

12. disclosure under the sexual harassement of woman at workplace (prevention, prohibition and REDRESSAL) act, 2013:

The Company has been employing woman employees in various cadres within its office and factory premises. The Company has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of woman at work place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee is set up to redress any complaints received and are monitored by woman line supervisors. All employees are covered under this policy. There was no complaint received from any employee during the financial year 2023-24 and hence no complaint is outstanding as on March 31, 2024 for redressal.

13. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism for directors and employees to report genuine concerns. The vigil mechanism provides for adequate safeguards against victimization of person who use vigil mechanism and also provide direct access to Chairman of the Audit Committee and Managing Director of the Company in appropriate and exceptional cases.

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.shekhawativarn.com.

14. particulars of loans, guarantees or investments made under section 186 of the companies act, 2013:

During the year under review the company has granted Loan under Section 186 of the Companies Act, 2013. The details of loan is mentioned in Note No. 44 of this Annual Report.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The Particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 is furnished in “Annexure C” and is attached to this report. All related party transactions that were entered into during the year under report were on an arm''s length basis and in ordinary course of business and were in compliance with applicable provisions of the Act and Listing Regulations.

The policy on the materiality of the Related Party Transactions and also on dealing with the Related Party Transactions as approved by the Audit Committee and Board of Directors is available on the weblinkhttp:// www.shekhawatiyarn.com/Companypolicies.html.

16. AUDITORS REPORTS:

The Notes on Accounts and observation of the Auditor in the Reports on the accounts of the company are self explanatory and does not call for any further clarifications.

17. company’s policy relating to directors appointment, payment of remuneration and

DISCHARGE OF THEIR DUTIES:

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, including criteria for determining Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in “Annexure D” and is attached to this report.

18. extract of annual return:

Pursuant to Section 92(3) of the Act and Rules framed thereunder, Draft Annual Return in form MGT-7 as on March 31, 2024 is available on the Company''s website at www.shekhawatiyarn.com.

19. subsidiaries, joint ventures and associate companies:

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

20. DEPOSITS:

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

21. MEETINGS OF THE DIRECTORS:

The Board met 6 (Six) times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the periods prescribed by the companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 entered into with the stock exchanges.

22. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submit its responsibility statement that:-

a) In the preparation of the annual accounts, applicable accounting standards have been followed with explanation for any material departures; if any

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

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The annual accounts are prepared on a going concern basis;

e) Internal financial controls laid have been followed by the company and that such internal financial controls are adequate and are operating effectively and;

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.

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, following Directors were appointed/re-appointed and resigned in the Company. Appointment/Re-appointment:

1) As per the provisions of Section 152(6) of the Companies Act, 2013, Mr. Ravi Sanjay Jogi (DIN:06646110) Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

2) As per the provision of Section 196, 197 & 203 of the Companies Act, 2013 Mukesh Ramniranjan Ruia (DIN : 00372083), Executive Director is re-appointed for the another term of 5 years as a Chairman & Managing Director

3) In compliance of Regulations 17(1A) of the SEBI (LODR) Regulation, 2015 as amended (“Listing Regulations”) Mr. Sushil Kumar Poddar has appointed on 30th September, 2019 for 5 years. His terms is expiring in the ensuing Annual General Meeting and re-appointment of him for another term of 5 years as he has attained the age of 75 years.

The Company has received a notice under section 160 of the companies act, 2013 as amended thereof from a member of a company proposing the candidature of Mr. Sushil Kumar Poddar (DIN No. 03605830) for the office of Director of the Company. As Mr. Sushil Kumar Poddar has cressed the age of 75 years his re-appointment can only be made by members approval at this Annual General Meeting by way of Special Resolution to fulfill the conditions of his appointment in compliance of Regulation to fulfill the conditions of his appointment in compliance of Regulation 17(1A) of the SEBI (LODR) Regulations, 2015 as amended.

Attention of the member is invited to the relevant item in the Notice of the 33^rd Annual General Meeting and explanatory statement thereto.

Resignations:

There was no resignation of the Director during the year under review.

Appointment / Resignations of the Key Managerial Personnel:

There was no appointment/resignation of the Key Managerial Personnel during the year under review. Pursuant to the provisions of section 203 of the Act, the KMP''s of your company for financial year 2023-24 were Mr. Mukesh Ramniranjan Ruia, CMD, Mr. Ravi Sanjay Jogi, WTD, Mr. Suresh Chandra Gattani, CFO and Mrs. Meena Agal, Company Secretary & Compliance Officer of the Company.

Board Evaluation:

Pursuant to section 134 and 174 of the Act, and Regulation 17 and 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors, Board, its committees including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgement thereby safeguarding the interests of the Company. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Committees. The Directors expressed their satisfaction with the evaluation process.

Familiarization Programme:

The Company have conducted presentation during the financial year to familiarize Independent Directors with the Company, their roles, responsibilities in the Company, performance update of the Company, global business environment, technology and the risk management system of the Company. Further, the Directors are encouraged to attend the training programmes being organized by various regulators/bodies/Institution on above matters and freedom to interact with the management of the Company.

24. DECLARATION OF INDEPENDENT DIRECTORS:

The company has received necessary declaration from all Independent Directors under section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as prescribed under Section 149(6) and (7) of the Companies Act, 2013, and Regulation 16 of Listing Regulations.

25. statement on integrity, expertise, and experience of independent directors:

The Company has received declaration from all the Independent Director regarding their Integrity, Expertise and Experience.

26. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE :

The Audit Committee consists of the following members as on March 31, 2024:

Sr. No.	Name of the Member	Designation
1	Mr. Sushil Kumar Poddar	Chairman
2	Mr. Mukesh Ramniranjan Ruia	Member
3	Mr. Shweta Mundra	Member

The above composition of the Audit Committee consists of Independent Directors viz., Mr. Sushil Kumar Poddar and Mrs. Shweta Mundra who form the majority. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and is also displayed on the website of the Company.

27. DISCLOSURE OF COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE :

The Nomination and Remuneration Committee consists of the following members as on March 31, 2024.

Sr. No.	Name of the Member	Designation
1	Mr. Sushil Kumar Poddar	Chairman
2	Mrs. Sudha Agarwal	Member
3	Mr. Shweta Mundra	Member

The above composition of the Nomination & Remuneration Committee consists of Independent Directors viz., Mr. Sushil Kumar Poddar, Mrs. Shweta Mundra and Mrs. Sudha Agarwal. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

28. DISCLOSURE OF COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE :

The Stakeholder Relationship Committee consists of the following members as on March 31, 2024.

Sr. No.	Name of the Member	Designation
1	Mr. Sushil Kumar Poddar	Chairman
2	Mr. Mukesh Ramniranjan Ruia	Member
3	Mr. Shweta Mundra	Member

The above composition of the Stakeholder Relationship Committee consists of Independent Directors viz., Mr. Sushil Kumar Poddar and Mrs. Shweta Mundra form Majority of the Committee. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

29. DETAILS OF FRAUD AS PER AUDITOR REPORT

During the year under review, neither the statutory Auditor nor the secretarial auditor has reported to the audit committee, under section 143(2) of the companies Act, 2013, any instance of fraud committed against the Company by its officers or employee, the details of which would need to be mentioned in the Board Report.

30. AUDITORS STATUTORY AUDITORS

M/s. Ajay Shobha & Co. Chartered Accountants is the Statutory Auditor of the company appointed in 29^th Annual General Meeting till the conclusion of the Annual General Meeting to be held in the financial year 2025.

M/s. Ajay Shobha & co. Chartered Accountants have under Sections 139 and 141 of the Act and Rules framed thereunder confirmed that they are not disqualified from continuing as Statutory Auditor of the Company and furnished a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under Regulation 33 of the Listing Regulations.

COST AUDITORS:

As per the requirements of Section 148 of the Act, read with the Companies (Cost Record and Audit) Rules, 2014, the Audit of Cost Account related to Textile product is being carried out every year. The Board of Directors have, based on the recommendations of the Audit Committee, appointed M/s. N. Ritesh & Associates, Cost Accountants, Mumbai (Membership No. M/26963) to audit the cost accounts of the Company for the F.Y. 2024-2025 on a remuneration to be fixed between the Board and Cost Auditor. As required under the Act, necessary resolution seeking member''s ratification for the remuneration payable to M/s. N. Ritesh & Associates is included as Item Number 5 of the Notice convening 33^rd Annual General Meeting.

The Cost Audit Report, for the year ended March 31, 2023 was filed with the Central Government within prescribed time.

SECRETARIAL AUDITORS :

M/s. GMJ & Associates, Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the company for the Financial Year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for FY 2023-24 forms part of the Annual Report as “Annexure E” to the Board Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except Delay in submission of related party disclosure to the exchange pursuant to Regulation 23(9) of the SEBI (LODR) Regulations, 2015.

INTERNAL AUDITORS:

M/s. Sunil Kudwa & Co., Chartered Accountants (Firm Registration No. 123657W) were appointed as Internal Auditors of the Company for the F.Y. 2023-2024.

Their appointment as an Internal Auditor for the Financial Year 2024-25 has been approved in the meeting of the Board of Directors held on May 7, 2024.

1. INTERNAL FINANCIAL CONTROL:

The Board has adopted system of internal control to ensuring the orderly and efficient conduct of its business, including adherence to the Company''s Policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company is in the process of strengthening its Internal Financial Control System considering present financial situation, and other recent developments.

2. HUMAN CAPITAL AND PARTICULARS OF EMPLOYEES:

Your company had 141 employees as on March 31, 2024.

The statement containing the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read along with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 is not applicable to the company as no employees were in receipt in remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details required as per Section 197(12) of the Companies Act, 2013 read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as “Annexure F” and forms part of the report.

33. SHARE CAPITAL AND CHANGES THEREIN:

a. BUY BACK OF SECURITIES:

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

b. SHARES WITH DIFFERENTIAL VOTING RIGHTS:

The company has not issued equity shares with differential voting rights during the year under review.

c. SWEAT EQUITY:

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

d. BONUS SHARES:

No Bonus Shares were issued during the year under review.

e. EMPLOYEES STOCK OPTION PLAN:

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

34. CORPORATE GOVERNANCE REPORT:

Your Company has complied with the Corporate Governance requirements as per the Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance along with a Certificate of Compliance from the Secretarial Auditors forms a part of this report.

35. COMPLIANCE OF SECRETARIAL STANDARDS ON BOARD MEETING AND GENERAL MEETING:

The Company is in compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

36. LISTING:

The equity shares continue to be listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the annual listing fee for the Financial Year 2024-25 to BSE and NSE.

37. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management.

As of March 31, 2024 the Board had 6 members, 2 of whom are executive directors, 4 are Non-Executive Independent Director. The policy of the Company on directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at www.shekkhawatiyarn.com. We affirm that the remuneration paid to the directors is as per the Nomination and Remuneration Policy of the Company.

38. ACKNOWLEDGEMENTS:

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

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS For SHEKHAWATI POLY-YARN LIMITED

Sd/- Sd/-

Mukesh Ruia Ravi Jogi

Date : May 7, 2024 Chairman & Managing Director Whole - Time Director

Place : Mumbai (DIN : 00372083) (DIN : 06646110)

---

Mar 31, 2015

To the Members,

The Directors have pleasure in submitting their 24th Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2015.

1. FINANCIAL RESULTS

The Company's financial performance for the year under review alongwith previous year's figures are summarised here under :

(Amount in Lacs)

Particulars 2014-15 2013-14

Net Sales /Income from

Business Operations 35,425.69 35,188.37

Other Income 234.04 32.41

Total Income 35,659.73 35,220.78

Less: Expenses 32,177.06 31,799.51

Total 3,482.67 3,421.27

Less: Interest 1,318.29 1,274.90

Profit before Depreciation 2,164.38 2,146.37

Less: Depreciation 993.00 1,065.59

Profit after depreciation and Interest 1,171.38 1,080.78

Less: Current Income Tax 259.85 216.24

Less: MAT (Entitlement)/Utilisation 140.38 54.52

Less: Previous year adjustment of Income Tax 10.89 24.20

Less: Deferred Tax 43.98 80.73

Net Profit after Tax 716.29 705.09

Dividend (including Interim if any and final) - - Net Profit after dividend and Tax 716.29 705.09

Amount transferred to General Reserve - -

Balance carried to Balance Sheet 716.29 705.09

Earning per share (Basic) 0.33 0.32

Earning per Share(Diluted) 0.33 0.32

2. DIVIDEND

The strength of the Company lies in identification, execution and successful implementation of business projects. To strengthen the long term prospectus and sustainable growth in assets and revenue, it is important for the company to evaluate various opportunities in the different business vertical in which Company operates.

The Board of Directors considers this to be in the strategic interest of the company and believe that this will greatly enhance the long term shareholder value. The Company expects better results for the coming year. In order to fund this development and implementation projects, conservation of fund is of vital importance. Therefore, your Directors have not recommended any dividend for the financial year 2014-15.

3. TRANSFER TO RESERVES

The company has not transferred any amount of the current year profits to general reserve.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors wish to present the details of Business operations done during the year under review:

a. Profitability

During the year the profit of the Company has increased from Rs. 705.05 Lacs to Rs. 716.29 Lacs as compared to last year 2013-14.

b. Sales

Inspite of adverse market condition the company has sustained its turnover and further has increased it from Rs. 35188.36 Lacs to Rs. 35425.69 Lacs as compared to last year 2013-14.

c. Marketing and Market environment

Your Company's textiles operations have shown encouraging growth. Your Company believes that its scale of operations and integration across the textile chain will, in future, offer significant advantages in both cost and revenue. Your Company is making efforts to generate new Customers and penetrate into new International markets, including Argentina, Brazil, Egypt, Israel, Jordan, Kenya, Mexico, Morocco and Thailand. Your Company work hard to meet the competition as well as to enable to maintain long standing business relationship.

d. Future Prospects including constraints affecting due to Government policies

We expect the textile segments to turn favorable and based on the various factors like macro economy condition, the Company is hopeful of significantly improved financial performance in the coming year and hope to provide booming results.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

6. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators / courts that would impact the going concern status of the Company and its future operations.

7. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year ended March 31, 2015 as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges in India, is presented in the separate section forming a part of this Annual Report.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure 'A' and is attached to this report.

9. RISK MANAGEMENT POLICY

Risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor the principal risks that can impact its ability to achieve its strategic objectives. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

In line with the new regulatory requirements, the Company has formally 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 Risk Management Policy is available on web link http : // www. shekhawatiyarn.com/ Companypolicies.html. A Risk Management Committee under the Chairmanship of Mr. Sushil Kumar Poddar, Independent Director, has also been constituted to oversee the risk management process in the Company.

10. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Board has constituted Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr.Sushil Kumar Poddar. The other members of the Committee are Mr. Mukesh Ruia and Mr. Rohit Chandgothia. The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy. The Company is finding out suitable ways and means to undertake CSR activities. The Company could not undertake CSR activities before finalising this report as the time was too short to identify suitable projects in line of the CSR policy and Company's philosophy regarding responsibility as Corporate citizen. The detailed CSR Policy is available on web link http:// www.shekhawatiyarn.com/Companypolicies.html. Annual report on CSR as required under Companies (Corporate Social Responsibility Policy) Rules 2014 is furnished in Annexure 'B' and forms part of this report.

11. DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has been employing woman employees in various cadres within its office and factory premises. The Company has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of woman at work place (Prevention, Prohibition and Redressal ) Act, 2013. Internal Complaint Committee is set up at shop floor level to redress any complaints received and are monitored by woman line supervisors. All employees are covered under the policy. There was no complaint received from any employee during the financial year 2014- 15 and hence no complaint is outstanding as on March 31, 2015 for redressal.

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

There was no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 is furnished in Annexure 'C' and is attached to this report. All related party transactions that were entered into during the year under report were on an arm's length basis and in ordinary course of business.

The policy on the materiality of the Related Party Transactions and also on dealing with the Related Party Transactions as approved by the Audit Committee and Board of Directors is available on the web link http:// www.shekhawatiyarn.com /Companypolicies.html.

14. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualifications, reservations or adverse remarks made by the either by the Auditors or by the Practicing Company Secretary in their respective reports.

15. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, including criteria for determining Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure 'D' and is attached to this report.

16. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure 'E' and is attached to this Report.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

18. DEPOSITS

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

19. MEETINGS OF THE DIRECTORS

The Board met 11 (Eleven) times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the periods prescribed by the companies Act, 2013 and listing agreement entered into with the stock exchanges.

20. DIRECTORS RESPONSIBILITY STATEMENT

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

a) Applicable accounting standards have been followed with explanation for any material departures

b) Selected accounting policies have been applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) The annual accounts are prepared on a going concern basis and

e) Internal financial controls laid have been followed by the company and that such controls are adequate and are operating effectively. Explanation clarifies that such controls means policies and procedures adopted and adherence by the company for orderly and efficient conduct of business for safeguarding assets, prevention and detection of frauds and errors and maintenance of accounting record and timely preparation of financial statements and review its efficacy.

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.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year following Directors appointed / reappointed and resigned in the Company.

Appointments

Ms. Jyoti Thakkar who was appointed as an Additional Woman Independent Director by the Board of Directors on the recommendation of Remuneration and Nomination Committee on May 30, 2015, holds the said office till the date of the ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160(1) of the Companies Act, 2013, from a member proposing her candidature for reappointment to hold office upto five consecutive years.

Ms. Swati Sahukara who was appointed as an Additional Independent Director by the Board of Directors on the recommendation of Remuneration and Nomination Committee on August 14, 2015, holds the said office till the date of the ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160(1) of the Companies Act, 2013, from a member proposing her candidature for reappointment to hold office upto five consecutive years.

Re-appointments

As per the provisions of Section 152(6) the companies Act, 2013 Mr. Ravi Jogi, Whole-Time Director retires at the ensuing Annual General Meeting and being eligible, offfer himself for re-appointment. The Board recommends his re-appointment.

Resignations

Mr. Rohit Chandgothia, Independent Director and Mrs. Rekha Somani, Independent Director have resigned from the Directorship of the Company w.e.f May 30, 2015 due to the pre-occupation. The Board places on record its appreciation for the services rendered by Mr. Rohit Chandgothia and Mrs. Rekha Somani during their tenure with the Company.

Appointment / Resignations of the Key Managerial Personnel

During the period under review the Company has appointed the following personnel as Key Managerial Personnel of the Company:

Sr. No Name of the Key Managerial Personnel Designation

1. Mr. Mukesh Ruia Managing Director

2. Mr. Shivratan Agarwal Chief Financial Officer

3. Mrs. Meena Agal Company Secretary

Board Evaluation

Pursuant to the provisions of the Act, and Clause 49 of the Listing Agreement, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such level of engagement and contribution and independence of judgement thereby safeguarding the interests of the Company. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholder Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

Familiarization Programme

The Company have conducted various session during the financial year to familiarize Independent Directors with the Company, their roles, responsibilities in the Company, and the technology and the risk management system of the Company. Further, the Directors are encouraged to attend to the training programmes being organized by various regulators/bodies/Institution on above matters.

22. DECLARATION OF INDEPENDENT DIRECTORS

The company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013,that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

23. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members:

Sr. No Name of the Members Designation

1. Mr. Sushil Kumar Poddar Chairman

2. Mr. Mukesh Ruia Member

3. Mr. Rohit Chandgothia Member

The above composition of the Audit Committee consists of independent Directors viz., Mr. Sushil Kumar Poddar and Mr. Rohit Chandgothia who form the majority. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of Company employees and the Company. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and is also displayed on the website of the Company.

24. AUDITORS

STATUTORY AUDITORS

The term of office of M/s S G C O & Co., Chartered Accountants having firm Registration No.112081W as Statutory Auditors of the Company will expire with the conclusion of ensuing Annual General Meeting of the Company.

The Board of directors of the company have, subject to the approval of members, decided to make a change in the Statutory Auditors M/s. Ajay Shobha & Co., Chartered Accountants, having firm registration No. 317031E pursuant to Section 139 of the Companies Act, 2013 are proposed to be appointed as Statutory Auditors for a period of 5 years from the conclusion of 24th AGM till the conclusion of 29th AGM subject to ratification by members in every AGM held after the AGM in which such appointment is made. A resolution proposing such their appointment forms part of the Notice.

The Company has received a certificate from the above Auditors to the effect that if they are appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

M/s. S G C O & Co. over many years, have successfully met the challenge that the size and scale of the Company's operations pose for auditors and have maintained the highest level of governance, rigour and quality in their audit. The Board place on record its appreciation for the services rendered by M/s. S G C O & Co. as the Statutory Auditors of the Company.

COST AUDITORS

As per the requirement of Section 148 of the Act, read with the companies (Cost Record and Audit) Rules, 2014, the Audit of Cost Account related to Textile product is being carried out every year. The Board of Directors have, based on the recommendation of the Audit Committee, appointed M/s. N. Ritesh & Associates, Cost Accountant, Mumbai (Membership No. M/26963) to audit the cost accounts of the Company for the year 2015-16 from April 1, 2015 to March 31, 2016 on a remuneration of Rs. 90,000/-. As required under the Act, necessary resolution seeking member's ratification for the remuneration payable to M/s. N. Ritesh & Associates is included as item Number 6 of the Notice convening 24th Annual General Meeting. The Cost Audit report for the F.Y. 2014-15 will be filed on or before the due date.

SECRETARIAL AUDITORS

Mr. Vishal Manseta, Practicing Company Secretaries, was appointed to conduct the secretarial audit of the company for the Financial Year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report for F.Y. 2014-15 forms part of the Annual Report as Annexure 'F' to the Board Report.

INTERNAL FINANCE CONTROL

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

25. HUMAN CAPITAL AND PARTICULARS OF EMPLOYEES

Your company had 469 employees as on March 31, 2015.

The statement containing the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read along with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the company as no employees were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The ratio of remuneration of each Director to the median employee's remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 'G' and forms part of this annual report.

26. INCREASE IN AUTHORISED SHARE CAPITAL

During the year the Company has increased its Authorized Share Capital of the Company, from Rs. 28,00,00,000/- (Rupees Twenty Eight Crores Only) (divided into 28,00,00,000 Equity Shares of Re.1/- each) to Rs. 40,00,00,000/- (Rupees Forty Crores Only) (divided into 40,00,00,000 Equity Shares of Re.1/- each) by the creation of additional 12,00,00,000 Equity Shares of Re. 1/- each ranking paripassu with the existing Equity Shares of the Company."

27. SHARES

a. BUY BACK OF SECURITIES

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

b. SHARES WITH DIFFERENTIAL VOTING RIGHTS

The company has not issued equity shares with differential voting rights during the period under review.

c. SWEAT EQUITY

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

d. BONUS SHARES

No Bonus Shares were issued during the year under review.

e. EMPLOYEES STOCK OPTION PLAN

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

f. PREFERENTIAL ISSUE OF WARRANTS CONVERTIBLE INTO EQUITY SHARES

During the year the company has issued and allotted 17,98,89,330 warrants on preferential basis carrying an option/entitlement to subscribed to equivalent number of Equity Shares at a price of Rs. 3.06 (Including premium of Rs. 2.06/- each and face value of Re. 1/- each) to Promoters and Non-Promoters of the Company.

28. CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance requirements as per the revised Clause 49 of the Listing Agreement with the stock exchanges. A separate report on Corporate Governance along with a Certificate of Compliance from the Auditors forms a part of this annual report.

29. ACKNOWLEDGMENTS

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

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- Sd/-

Mukesh Ruia Ravi Jogi

Date: August 14, 2015 Chairman & Managing Director Whole-Time Director

Place: Mumbai (DIN : 00372083) (DIN : 06646110)

---

Mar 31, 2014

TO THE MEMBERS

The Directors take the pleasure in presenting the 23rd Annual Report of the Company together with the Audited Statements of Accounts for the Financial Year Ended on March 31, 2014.

FINANCIAL RESULTS

The Financial Performance of the Company for the Year Ended March 31, 2014 is summarized below:

(Rs. in Lacs)

Particulars 2013-14 2012-13

Operational Income 35188.36 23979.74

Profit/ (Loss) before Depreciation & Interest 3421.26 2845.14

Less: Interest & Financial Charges 1274.91 1185.71

Less: Deprecation 1065.61 995.67

Profit before tax for the year 1080.74 663.76

Add/ (Less): Provision for Taxation

-Current 216.24 141.64

-Mat credit entitlement 54.52 (141.64)

-Deferred Tax Liabilities/ (Assets) 80.73 212.27

-For earlier years 24.20 -

Profit/ (Loss) after Tax for the year 705.05 451.49

Prior Period Adjustment

Balance carried to Balance Sheet 705.05 451.49

PERFORMANCE REVIEW

Your Company''s textiles operations have shown encouraging growth, both in the domestic and in the exports markets. Your Company believes that its scale of operations and integration across the textile chain will, in future, offer significant advantages in both cost and revenue.

During the year the Company has achieved the turnover of Rs. 35188.36 Lacs as compared to Rs. 23979.74 Lacs in the previous year which is 46.74% higher than the previous year. Profit after Tax was Rs. 705.05 Lacs in the current year as compared to Rs. 451.49 Lacs in the previous year which is 56.16% higher than the previous year.

EXPORTS

Your Company''s performance on export front has improved tremendously since the year 2008-09. This year being adverse global market conditions your Company has achieved export turnover of Rs. 7152.47 Lacs as compare to the last year 2012-13 of Rs. 2263.75 Lacs. Your Company making efforts to penetrate the new Customers and new International markets, including Argentina, Brazil, Egypt, Israel, Jordan, Kenya, Mexico, Morocco and Thailand etc.

DIVIDEND

The strength of the Company lies in identification, execution and successful implementation of business projects. To strengthen the long term prospectus and sustainable growth in assets and revenue, it is important for the company to evaluate various opportunities in the different business vertical in which Company operates.

The Board of Directors considers this to be in the strategic interest of the company and believe that this will greatly enhance the long term shareholder value. The Company expected better results for the coming year. In order to fund this development and implementation projects, conservation of fund is of vital importance. Therefore, your Directors have not recommended any dividend for the financial year 2013-2014.

DIRECTOR

Mrs. Rekha D. Somani was appointed as an Additional Director of the Company w.e.f August 11, 2014, whose term of office expires at the ensuing Annual General Meeting of the Company and in respect of whom the Company has received a notice in writing proposing her candidature as an Independent Director upto five consecutive years for a terms upto March 31, 2019.

In view of the Provisions of the Companies Act, 2013, read with the provisions of the Listing agreement, One half of the Directors of the Board of the Company are required to be independent director and the same would not be considered for the purpose of determining the directors liable to retire by rotation. Three of the existing Director, viz Mr. Rohit S. Chandgothia, Mr. Sushil Poddar and Mrs. Rekha D. Somani are independent directors. One third of remaining directors, are liable to retire by rotation. Accordingly Mr. Sanjay Jogi will be retiring at the ensuing Annual General Meeting and being eligible, offer himself for being re-elected. So far as the above referred three independent directors are concerned at the ensuing Annual General Meeting of the Company they would be appointed as Independent Directors of the Company upto a term of five consecutive years commencing from the date of the said meeting.

Mr. Mukesh Ruia was appointed as the Managing Director of the Company for a period of 5(Five years) w.e.f. March 2, 2010 and his term will be expire on March 2, 2015 mainly to manage and control the functions of Company under the superintendence, control and directions of the Board of Directors (''the Board'') of the Company. He is recommended for re-appointment for further terms of 5 (Five years) w.e.f. March 2, 2015 as a Chairman & Managing Director at the ensuing Annual General Meeting of the Company.

Resolution seeking your approval for the re-appointment of Mr. Mukesh Ruia as a Chairman & Managing Director, Mr. Sanjay Jogi as a Director, Mr. Rohit S. Chandgothia, Mr. Sushil S. Poddar and Mrs. Rekha D. Somani as an Independent Director upto the 5 consecutive year, has been incorporated in the Notice of ensuing Annual General Meeting along with brief about them.

REGISTERED OFFICE

During the year the Company has shifted its Registered office from Express Zone ''A'' Wing, Unit No. 1102/1103, Patel Vatika, off Western Express Highway, Malad (East) Mumbai- 400 097, Maharashtra to Survey No.185/1, Naroli Village, Near Kanadi Phatak, Dadra & Nagar Haveli - 396 235 (Union Territory), India vide order dated November 29, 2013 from Western Region Bench, Ministry of Corporate Affairs, Mumbai.

FIXED DEPOSITS

During the year under consideration the Company has not accepted any fixed deposits from the public pursuant to the provisions of Section 58A of the Companies Act, 1956 and also has not accepted any deposit in past.

MANAGEMENT DISCUSSION AND ANALYSIS

Management''s Discussion and Analysis for the year under review, as stipulated under clause 49, of the Listing Agreement with the stock exchanges in India, is presented in a separate section forming part of this Report.

STATUTORY AUDITOR

The Auditors M/s. S G CO & Co., Chartered Accountants, (Firm Registration Number : 112081W) Mumbai who are statutory auditors of the company will hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the company for the financial year 2014-15. As required under the provisions of section 139 of the Companies Act, 2013 the company has obtained written confirmation from M/s. S G CO & Co., Chartered Accountants that their appointment , if made , would be in conformity with the limits specified in the said section.

AUDITOR REPORT

In the opinion of the Directors the notes to the accounts are self explanatory and adequately explain the matter, which are dealt with in the auditor report and thereof, need not require any further comments as per Companies Act, 2013.

COST AUDITORS AND COST AUDIT REPORT

Pursuant to the directives of the central government under the provision of section 233B of the companies Act, 2013 qualified cost auditors have been appointed to conduct cost audit relating to several product manufactured by the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/ OUTGO

A Statement giving details of conservation of energy ,technology absorption & foreign exchange earning and outgo, in accordance with the provision of the Companies (Disclsoure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed and marked as Annexure ''A'' and forms part of this Report.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, it is stated that there was no employees who were in receipt of remuneration exceeding ? 60 Lacs per annum or ? 5 Lacs per month during the period under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

i. in the preparation of the annual accounts, the applicable accounting standard had been followed.

ii. The Directors have followed appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state affairs of the Company as at March 31, 2014 and of the Profit for the year ended March 31, 2014.

iii. The Directors have taken proper and sufficient care to ensure 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, if any

iv The Directors have prepared annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company has complied with the requirements of clause 49 of the Listing Agreement regarding Corporate Governance. A report on the Corporate Governance practices and the Auditors certificate is annexed to this report.

QUALITY INITIATIVES

Your Company is committed to quality and reliability. The quality system of the Company provides an opportunity to compare performance with similar organizations world-over, to learn and share best practices and strengthen relationship with customers.

CASH FLOW ANALYSIS :

In conformity with the provisions of clause 32 of the Listing agreement the Cash Flow Statement for the year ended March 31, 2014 is annexed hereto.

APPRECIATION

Your Directors wish to express their grateful appreciation for the co-operation and assistance extended to the company by the financial institution, banks, various Central & State Government Departments, Customers and Suppliers and Employees during the year under review. The Directors thankfully acknowledge the continuous support and guidance of all the shareholders and more importantly, for the confidence reposed in the Company''s management.

For and on Behalf of the Board of Directors

Sd/- Sd/-

Place: Mumbai Mukesh Ruia Ravi Jogi Date : August 11, 2014 Chairman & Managing Director Whole-Time Director

---

Mar 31, 2013

TO THE MEMBERS

The Directors take the pleasure in presenting the 22nd Annual Report of the Company together with the Audited Statements of Accounts for the Financial Year Ended on March 31, 2013.

FINANCIAL RESULTS

The Financial Performance of the Company for the Year Ended March 31, 2013. is summarized below:

(Rs. in Lacs)

Particulars 2012-13 2011-12

Operational Income 23979.74 21004.69

Profit/ (Loss) before Depreciation & Interest 2845.14 2125.43

Less: Interest & Financial Charges 1185.71 883.10

Less: Deprecation 995.67 597.10

Profit before tax for the year 663.76 645.23

Add/ (Less): Provision for Taxation

- Current 141.64 129.10

- Mat credit entitlement (141.64) (129.10)

- Deferred Tax Liabilities/ (Assets) 212.27 215.19

- For earlier years -

Profit/ (Loss) after Tax for the year 451.49 430.04

Prior Period Adjustment - 12.11

Balance carried to Balance Sheet 451.49 442.15

PERFORMANCE REVIEW

Your Company''s textiles operations have shown encouraging growth, both in the domestic and in the exports markets. Your Company believes that its scale of operations and integration across the textile chain will, in future, offer significant advantages in both cost and revenue.

During the year the Company has achieved the turnover of Rs. 23979.74 Lacs as compared to Rs. 21004.69 Lacs in the previous year which is 14.16% higher than the previous year. Profit after Tax was Rs. 451.49 Lacs in the current year as compared to Rs. 442.14 Lacs in the previous year which is 2.11% higher than the previous year.

EXPORTS

Your Company''s performance on export front has improved tremendously since the year 2008-09. This year being adverse global market conditions your Company has achieved export turnover of Rs. 2263.75 Lacs. Your Company making efforts to penetrate the new Customers and new International markets, including Argentina, Brazil, Egypt, Israel, Jordan, Kenya, Mexico, Morocco and Thailand etc.

DIVIDEND

The strength of the Company lies in identification, execution and successful implementation of business projects. To strengthen the long term prospectus and sustainable growth in assets and revenue, it is important for the company to evaluate various opportunities in the different business vertical in which Company operates.

The Board of Directors considers this to be in the strategic interest of the company and believe that this will greatly enhance the long term shareholder value. The Company expected better results for the coming year. In order to fund this development and implementation projects, conservation of fund is of vital importance. Therefore, your Directors have not recommended any dividend for the financial year 2012-2013.

DIRECTOR

Mr. Ravi Sanjay Jogi was appointed as an Additional Director of the Company w.e.f August 10, 2013, whose term of office expires at the ensuing Annual General Meeting of the Company and in respect of whom the Company has received a notice in writing under section 257 of the Companies Act, 1956 from members proposing there candidature for the office of the Directors be and are hereby appointed as Directors of the Company whose period of office will be liable to determination by retirement of directors by rotation".

Mr. Ravi Sanjay Jogi was appointed as the Whole-time Director of the Company for a period of 5 (Five years) w.e.f September 3, 2013 mainly to manage and control the functions of Company under the superintendence, control and directions of the Board of Directors (''the Board'') of the Company . His appointment and remuneration as Whole-time Director is subject to approval at the ensuing Annual General Meeting.

Mr. Sanjay Jogi was appointed as an Additional Director of the Company w.e.f September 3, 2013, whose term of office expires at the ensuing Annual General Meeting of the Company and in respect of whom the Company has received a notice in writing under section 257 of the Companies Act, 1956 from members proposing there candidature for the office of the Directors be and are hereby appointed as Directors of the Company whose period of office will be liable to determination by retirement of directors by rotation".

Resolution seeking your approval for the appointment of Mr. Ravi Sanjay Jogi as a Whole-Time Director and Mr. Sanjay Jogi as a Director, has been incorporated in the Notice of ensuing Annual General Meeting along with brief about them.

As per the Provision of the Companies Act, 1956 and in term of the Articles of Association of the Company, Mr. Rohit Sohanlal Chandgothia, Director of the Company retire by rotation and being eligible, offer himself for reappointment.

REGISTERED OFFICE

During the year your Company has passed the Special Resolution to shift its Registered Office from Express Zone,"A" Wing, Unit No.1102 & 1103, 11th Floor, Patel Vatika, Off Western Express Highway, Malad (E), Mumbai-400 097, Maharashtra India to Plot No. 185/1, Naroli Village, Near Kanadi Phatak, Dadra & Nagar Haveli - 396 235 (Union Territory) through the Postal Ballot Notice dated February 11, 2013, Postal Ballot Report given by the scrutinizer dated March 13, 2013 and Postal Ballot Result declare dated March 15, 2013. The Company is in process of complying and implementing the same.

SPLIT/SUB-DIVISION OF FACEVALUE OF EQUITY SHARES OF RS. 10/- EACHTO RE. 1/- EACH

During the year your Company has passed the Special Resolution for Sub-Division of 1 Equity Shares of Rs 10/- each to 10 Equity Shares of Re. 1/- each for which the Board has passed the Resolution dated January 31, 2013 and shareholders given approval through the Postal Ballot Notice dated February 11, 2013, Postal Ballot Report given by the scrutinizer dated March 13, 2013 and Postal Ballot Result declare dated March 15, 2013.

FIXED DEPOSITS

During the year under consideration the Company has not accepted any fixed deposits from the public pursuant to the provisions of Section 58A of the Companies Act, 1956 and also has not accepted any deposit in past.

MANAGEMENT DISCUSSION AND ANALYSIS

Management''s Discussion and Analysis for the year under review, as stipulated under clause 49, of the Listing Agreement with the stock exchanges in India, is presented in a separate section forming part of the Annual Report.

STATUTORY AUDITOR

The Auditors M/s. Singrodia Goyal & Co., Chartered Accountants, Mumbai hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received a certificate from the proposed auditor to the effect that their appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment.

AUDITOR REPORT

In the opinion of the Directors the notes to the accounts are self explanatory and adequately explain the matter, which are dealt with in the auditor report and thereof, need not require any further comments under section 217 of the Companies Act, 1956.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/ OUTGO

A Statement containing necessary information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in the Annexure forming part of this report.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, it is stated that there was no employees who were in receipt of remuneration exceeding Rs. 60 Lacs per annum or Rs. 5 Lacs per month during the period under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

i. in the preparation of the annual accounts, the applicable accounting standard had been followed.

ii. appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state affairs of the Company as at March 31, 2013 and of the Profit for the year ended March 31, 2013.

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

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

CORPORATE GOVERNANCE

Your Company has complied with the requirements of clause 49 of the Listing Agreement regarding Corporate Governance. A report on the Corporate Governance practices and the Auditors certificate is given as an annexure to this report.

QUALITY INITIATIVES

Your Company is committed to quality and reliability. The quality system of the Company provides an opportunity to compare performance with similar organizations world-over, to learn and share best practices and strengthen relationship with customers.

APPRECIATION

Your Directors wish to express their grateful appreciation for the co-operation and assistance extended to the Company by the financial institution, banks, various Central & State Government Departments, Customers, Suppliers and Employees during the year under review. The Directors thankfully acknowledge the continuous support and guidance of all the shareholders and more importantly, for the confidence reposed in the Company''s management.

For and on Behalf of the Board of Directors Sd/- Sd/-

Place: Mumbai Mukesh Ruia Ramniranjan Ruia

Date : May 27, 2013 Managing Director Chairman

---

Mar 31, 2010

The Directors take pleasure in presenting the 19th Annual Report of the Company together with the Audited Statements of Accounts for the Financial Year Ended on 31st March, 2010.

FINANCIAL RESULTS

The Financial Performance of the Company, for the Year Ended 31st March, 2010 is summarized below:

(Rs. In Lacs) Particulars 2009-10 2008-09

Operational 8937.301 7763.87

Profit/ (Loss) before Depreciation & 825.481 621.70

Less: Interest & Financial 260.411 247.99

Less: 218.081 195.15

Profit/ 346.991 178.55

Add/ (Less): Provision for Taxation 63.871 22.24

-Mat credit 9.901 30.36

-Deferred Tax Liabilities/ 72.121 60.68

-For earlier 0.131 1.04

-Fringe Benefit 0.45

Profit/ (Loss) after Tax for the 220.771 124.51

Prior Period (7.09)

Add: Balance brought forward from previous 271.861 160.22

Profit available for 492.631 277.65

Less: Proposed 9.901 4.95

Less: Corporate Dividend 1.641 0.84

Balance carried to Balance 481.091 271.86

PERFORMANCE REVIEW

Your Company''s textiles operations have shown encouraging growth, both in the domestic and in the exports markets. Your Company believes that its scale of operations and integration across the textile chain will, in future, offer significant advantages in both cost and revenue.

During the year the Company has achieved the turnover of Rs. 8937.30 Lacs as compared to Rs. 7763.87 Lacs in the previous year. Profit after Tax was Rs. 220.77 Lacs in the current year as compared to Rs.124.51 Lacs in the previous year.

DIVIDEND

The Company has proposed a Final Dividend at the rate of 6% on Paid-up Capital of the Company for the financial year 2009-10 against 3% in the previous year.

DIRECTOR''S

Mr. Sanjay Jogi was appointed as an Additional Directors of the Company at the Board Meeting held on 27th February, 2010, Mr. Debkumar Goswami, Mr. Sanjay Kumar Churiwala and Dr. Satish Chandra Kulhari were appointed as an Additional Directors of the Company at the Board Meeting held on 4th May, 2010, hold office till the ensuing Annual General Meeting.

Notice has been received from Members proposing appointment of Mr. Sanjay Jogi, Mr. Debkumar Goswami, Mr. Sanjay Kumar Churiwala and Dr. Satish Chandra Kulhari as a Director of the Company at the ensuring Annual General Meeting and all of them have consented for the same. The board recommends their appointment at the Ensuing Annual General Meeting.

Resolutions seeking your approval for the appointment of Mr. Sanjay Jogi, Mr. Debkumar Goswami, Mr. Sanjay Kumar Churiwala and Dr. Satish Chandra Kulhari have been incorporated in the Notice of the ensuing Annual General Meeting along with brief about them.

FIXED DEPOSITS

During the year under consideration the Company has not accepted any fixed deposits from the public pursuant to the provisions of Section 58A of the Companies Act, 1956 and as such no amount of principal or interest on account of fixed deposits is outstanding as on the date of balance sheet.

MANAGEMENT DISCUSSION AND ANALYSIS

Management''s Discussion and Analysis for the year under review, as stipulated under clause 49, of the Listing Agreement with the stock exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

Your Company has complied with the requirements of clause 49 of the Listing Agreement regarding Corporate Governance. A report on the Corporate Governance practices, the Auditors certificate on compliance of mandatory requirements thereof are given as an annexure to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, the Board of Directors of your Company confirms that:

1. In preparation of the annual accounts for the financial year ended March 31, 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

2. 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 at the end of the financial year and of the profit of the Company for that year.

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

4. the directors have prepared the Annual Accounts for the financial year ended March 31, 2010 on a going concern basis.

STATUTORY AUDITOR''S

The Auditors M/s. Singrodia Goyal & Co., Chartered Accountants, Mumbai hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received a certificate from the proposed auditor to the effect that their appointment, if made, would be within the I prescribed limits under section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment.

AUDITOR''S REPORT

In the opinion of the Directors the notes to the accounts are self explanatory and adequately explain the matter, which are dealt with in I the auditor report and thereof, need not require any further comments under section 217 of the Companies Act, 1956 I

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/ OUTGO

A Statement containing necessary information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in the Annexure forming part of this report.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, it is stated that there was no employees who were in receipt of remuneration exceeding Rs. 24 Lacs per annum or Rs. 2 Lacs per month during the period under review.

COMPLIANCE CERTIFICATE

The Compliance Certificate for the year ended 31st March, 2010 pursuant to the provisions of Section 383A of the Companies Act, 1956 has been obtained from HS Associates, Practicing Company Secretaries.

HUMAN RESOURCES

Your Company believes that its human resources are its greatest wealth. This intellectual resource is integral to the Company''s ongoing operations and enables the Company to deliver superior performance year after year. Therefore, it is the endeavor of your Company to nurture and develop this wealth.

QUALITY INITIATIVES

Your Company is committed to quality and reliability. The quality system of the Company provides an opportunity to compare performance with similar organizations world-over, to learn and share best practices and strengthen relationship with customers.

APPRECIATION

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and co-operation extended to the Company by all valued Customers and Bankers.

Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts by the executives at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the year under review.

For and on Behalf of the Board of Directors Sd/- Sd/-

Place : Mumbai Mukesh Ruia Ramniranjan Ruia

Date : 19th July, 2010 Managing Director Director