Your Directors are pleased to present their Report together with the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2024.

FINANCIAL RESULTS

The summary of financial performance of the Company for the year ended 31^st March, 2024 is furnished hereunder: -

(f In Lakhs except EPS)

OPERATIONS AND STATE OF AFFAIRS

During the year under review, production of yarn was 287 Lakh kilograms as against 306 Lakhs kilograms in the previous year lower by 6% due to Pricing pressure on spinning mills combined with a subdued demand. Production of fabrics was 263 Lakh meters as against 309 Lakh meters in previous year, which represents a decrease of 15% as compared to previous year due to lower demand in the global market. Production of garments stood at 36 Lakh pieces as compared to 42 Lakh pieces in previous year, which represents decrease of 14% due to slowdown/ recession in Europe, UK and US etc. markets.

Your Company's recorded revenue from operations f 1264 crore as against revenue from operation f 1499 crore in the previous year.

During the year under review, the export turnover of the Company has come down from f 725 crores in last year 2022-23 to f 532 crore during the year under review. The share of export turnover in the net income for the year 2023-24, has been 42% (previous year 48%) of the total turnover

The profit before interest, depreciation and tax (PBIDT) of the Company declined to f 121 crore from f 213 crore recorded in previous year.

The profit before depreciation and tax (PBDT) also decreased to f 91 crores from f 181 crores in the previous year.

The Company earned Net Profit of f 36 cores as against f113 Crore in previous year.

The basic and diluted EPS for the year 2023-24 works out to f 10.30 as against f 32.55 for the year 2022-23.

Your Company has charged depreciation on property, plant and equipment as per the provisions of Schedule of the Companies Act, 2013 (the Act).

The Company has prepared its Financial Statements as per applicable provisions of IND-AS (Indian Accounting Standards) for the year 2023-24.

DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

There has been no material change and commitment, affecting the financial position of the Company between the end of the financial year and date of this report.

CHANGE IN NATURE OF BUSINESS

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

DIVIDEND

Your Directors are pleased to recommend dividend of f1 per equity share of f 5 each i.e. 20% (previous year f 3 per equity share of f 5 each) for the financial year 2023-24. The total dividend payout on equity shares for the year, if approved by the Shareholders, will be f 3.42 crore (previous year f 10.27 crore).

The Company has transferred the amount of unclaimed dividends up to the year 2015-16 to the Investors Education and Protection Fund (IEPF).

TRANSFER TO RESERVES

The Board of Directors of your Company has not proposed to transfer any amount to the reserves for the financial year under review.

SHARE CAPITAL

There has been no change in share capital of the Company during the year 2023-24. The paid-up equity share capital as on 31^st March, 2024 was f 17,11,60,420 (Rupees Seventeen Crore Eleven Lakh Sixty Thousand Four Hundred and Twenty) divided into 3,42,32,084 equity shares of f 5 each.

EXPANSION, DIVERSIFICATION AND MODERNIZATION

During the year under review, the Company invested f 101.58 crore (previous year- f 96.95 crore) for modernization of its production capacities. The capital-work-in-progress at f 19.65 crore (previous year f 21.91 crore) and advances to capital goods suppliers aggregated f19.98 crore (previous year f 21.54 crore) at the end of the period.

The total production capacity of the Company as at 31^st March, 2024 for yarn is 141280 ring spindles, including 14880 spindles for worsted yarn spinning and 160 Air Jet spindles, 464 shuttle less looms including 32 Air Jet jacquard looms, 8 stenters with processing capacity of 4.0 million meters per month and manufacturing capacity of 4.10 Lakh pieces of garments per month.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES Subsidiary

The Company has a wholly-owned subsidiary Company Banswara Brands Private Limited and during the year, the Company invested ?3.74 Crores in the equity shares of wholly-owned subsidiary Company.

During the year under review, total income of the Company was ? 29.53 Lakh and Net Loss after Tax was ?138.50 Lakh.

Associates

The Company has no Associate Company during the year. Joint Venture

The Company has one Joint Venture Company viz. Tesca Textiles & Seat Components (India) Private Limited. Your Company continues to holds 40.64% of the paid-up share capital of Joint Venture Company Tesca Textiles and Seat Components (India) Private Ltd. Out of the balance 59.36% of the share capital, 50.79% of is held by TESCA Group, France and 8.57% by Kolon Glotech India Private limited.

During the year under review, the production of Laminated Fabric (Including Vinyl fabrics) has decreased from 34.21 Lakhs Mtrs in 2022-23 to 26.95 Lakhs Mtrs in 2023-24 down by 21.22%. The company has also produced 12.93 Lakhs Pcs of Embossing Panel in 2023-24 as against 15.99 Lakhs Pcs. in 2022-23 which depicts a decrease of 19.16%.

The total revenue of the Joint Venture Company stood at ? 78.80 crores as against ? 100.34 crores in the financial year 2022-23, which shows a decrease of 21.47%.

In terms of sub-section 3 of Section 129 of the Act, Company has prepared Consolidated Financial statements of the Company, which forms part of the Annual Report. Further, a statement containing the salient features of the Financial Statements of the Joint Venture Company is set out in the prescribed form AOC-1 (Part 'A'- Subsidiaries & Part 'B'-Associates and Joint Ventures) is annexed as Annexure-I, which forms part of this Report.

The Company has framed a policy for determining Material Subsidiaries, which has been uploaded on the Company's website at www.banswarasyntex.com/wp-content/uploads/2019/05/MAT SUB POLICY.pdf

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with IND-AS 110 on Consolidated Financial Statements read with IND-AS 28 on Accounting for Investments in Associates & Joint Ventures and also as per Section 129 of the Act, the audited Consolidated Financial Statements are furnished in this Report.

THERMAL POWER PLANT

Your Company has two captive Thermal Power Plant of 33 Mega Watt capacity and both units of the Captive Thermal Power Plant (33 MW) are working satisfactorily. During the year, Your Company is meeting its requirements of coal from domestic sources as well as through imports.

FINANCE

During the year under review, your Company obtained

disbursements of loans aggregating ? 76.00 crores for acquisition of fixed assets from various Banks. The Company has repaid term loan of ?38.58 crores during the year 2023-24.

The Company's bankers are providing need-based working capital assistance after review of its requirements from time to time.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations) is annexed to this Report as Annexure-II, which forms part of this Report.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance requirements as stipulated under the SEBI Listing Regulations. A separate report on Corporate Governance along with the requisite certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance is annexed to this Report as Annexure III, which forms part of this Report.

FIXED DEPOSITS

As per provisions of the Act, the Company accepts fixed deposits from members of the Company as approved by the Shareholders in their meeting held on 27^th August, 2016. During the year under review, the Company accepted deposits aggregating ? 2.96 Crore, made repayments of ? 4.54 Crore and had outstanding deposits aggregating ? 22.76 Crore as on 31^st March, 2024 as against the Deposits of ? 24.34 Crore at the beginning of the year. The maximum deposit held during the year was ? 25.85 Crore. There has been no default in repayment of deposits or payment of interest thereon. No deposit was unclaimed or matured but not paid as on 31^st March, 2024. The Company has duly complied with the provisions of the Companies (Acceptance of Deposits) Rules, 2014.

The Company has obtained Credit Rating for Fixed Deposits from India Ratings and Research Limited and also opened the Fixed Deposits Repayment Reserve Account with a scheduled bank for fixed deposits maturing during the financial year 2024-25.

CORPORATE SOCIAL RESPONSIBILITY

As a part of its initiatives under Corporate Social Responsibility, the Company has framed Corporate Social Responsibility Policy (CSR Policy) in terms of which, the Company has undertaken projects in the areas of promoting education, including special education, and employment enhancing vocation skills especially among children, women, elderly, and the specially able and livelihood enhancement projects; Eradicating hunger, poverty and malnutrition, (promoting health-care including preventive health cure) and sanitation; Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining quality of soil, air and water; Training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic sports etc. These projects are in accordance with Schedule VII of the Act. The Company's CSR policy is available on the Company's web link at www.banswarasvntex.com/wp-content/uploads/2021/08/CSR Policv.pdf

As required under Section 134 (3) (o) and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules,

2014, the Annual Report on CSR activities is annexed as Annexure IV, which forms part of this Report.

RISK MANAGEMENT

According to Regulation 17(9) of the SEBI Listing Regulations, the Company has laid down a risk management framework to inform the Board about the risk assessment and minimization procedures undertaken by the Company. The risk management framework is designed to identify, evaluate and assess business risks and their impact on Company's business. The risk assessment and minimization procedures are reviewed by the Board periodically to ensure that executive management controls risk through the mechanism of a properly defined framework. The framework is aimed at creating and protecting stakeholders value by minimizing threats and losses besides identifying and maximizing opportunities.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has an adequate Internal Financial Control System commensurate with the size, scale and complexity of its operations to maintain the objectivity and independence of the audit, The Chief Internal Auditor reports to the Audit Committee of the Board.

The Audit Committee of the Board actively reviews, every quarter, the adequacy and effectiveness of the internal control systems and suggests improvements necessary to strengthen the same. The Company has a Management Information System which is an integral part of the financial control mechanism.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal financial control system in the Company, its compliance with the operating norms/parameters, accounting procedures and policies for safeguarding of its assets, prevention and detection of frauds, errors in reporting mechanisms, accuracy and completeness of the accounting records and timely preparation of accurate and reliable financial disclosures about the Company. Based on the reports of the internal auditors, the process owners undertake corrective actions in their respective areas and thereby ensure compliances of major observations / suggestion of internal auditors and action taken thereon is regularly reported to Audit Committee.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any, and violation of the Company's code of conduct or ethics policy. It also provides adequate safeguards against victimization of persons, who use such mechanism and provides for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. None of the employees of the Company has been denied access to the Audit Committee.

Shri HP Kharwal, Company Secretary and Compliance Officer of the Company, has been designated as Vigilance and Ethics Officer for various matters related to Vigil Mechanism. The said policy is available on the Company's website at https://www. banswarasvntex.com/wp-content/uploads/2019/05/VIGIL MECH WB POLICYpdf

DISCLOSURE UNDER THE SEXUAL HARASSMENT ACT, 2013

The Company has zero tolerance for sexual harassment at

workplace and has adopted policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (the POSH Act) and Rules framed thereunder.

An Internal Complaints Committee has been set up in compliance with the POSH Act. During the year under review, no complaints were received by the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors consists of 7 (seven) members, of which 4 (four) are Independent Directors. The Board also comprises of one woman Independent Director as of this report.

Director Retirement by rotation:

As per the provisions of Section 152(6) of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Shri Rakesh Mehra (DIN: 00467321), Whole-time Director of the Company, is liable to retire by rotation at the ensuing AGM and, being eligible, offered himself for re-appointment. The Board recommends his re-appointment as Director of the Company.

Re-appointment

At 47^th AGM held on 5t^h August 2023, the members have approved the re-appointment of Shri Rakesh Mehra, Chairman and Whole - time Director, Shri Ravindra Kumar Toshniwal, Managing Director and Shri Shaleen Toshniwal, Joint Managing Director of the Company for a period of 3 years (Three years) w.e.f. 1^st January 2024 to 31^st December 2026 on terms and conditions including remuneration, as set out in the notice of 47^th AGM of the Company.

Appointment of Non-Executive Independent Director

Shri Narendra Kumar Ambwani was appointed as Non- Executive Independent Director w.e.f. 29^th January, 2024 pursuant to the Special Resolution passed through Postal Ballot on 11^th March, 2024. In the opinion of the Board, he possesses requisite expertise, integrity and experience (including proficiency) for appointment as an Independent Director of the Company.

Retirement of Non-Executive Independent Directors;-

Following Non-Executive Independent Directors ceased to be Directors as on 31^st March, 2024, due to completion of their second consecutive term of such appointment.

1. Shri Parduman V. Kumar

2. Shri Kamal Kishore Kacholia

3. Shri Vijay Mehta

4. Shri Devendra Pal Garg

5. Dr. Shri Bhagwan Agarwal

6. Shri Vijay Kumar Agarwal

No Independent Director has resigned before expiry of his/her tenure The Board places on record their appreciation for their valuable contribution made by the retiring directors from time to time.

Key Managerial Personnel

The following persons are/were the Key Managerial Personnel (KMP) of the Company pursuant to Sections 2 (51) and 203 of the Act read with the Rules framed thereunder:

i. Shri Rakesh Mehra, Chairman and Whole -time Director;

ii. Shri Ravindra Kumar Toshniwal, Managing Director;

iii. Shri Shaleen Toshniwal,Joint Managing Director;

iv. Ms. Kavita Gandhi, Chief Financial Officer (w.e.f. 15^th May, 2023)

v. Shri H. P Kharwal, Company Secretary

Declaration of Independent Directors

All Independent Directors have furnished declarations to the effect that they meet the criteria of independence as laid down in Section 149 (6) of the Act and Regulation 16 of the SEBI Listing Regulations and have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and that they are not disqualified to become directors under the Act. There has been no change in the circumstances affecting their status as Independent Directors of the Company. All the Independent Directors have registered themselves in the Independent Directors Database as managed by the Indian Institute of Corporate Affairs.

The Board of Directors is of the opinion that all the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors and that all the Independent Directors fulfill the conditions specified in the SEBI Listing Regulations and are Independent of the management.

Board Evaluation

Pursuant to the provisions of Section 134 (3) (p) of the Act and SEBI's Listing Regulations, the Board has adopted a procedure for formal performance evaluation of the Board, its Committees and Individual Directors including the Chairman and Executive Directors. The exercise was carried out during the year through a structured evaluation process starting with a questionnaire sent to all Directors covering all aspects of the working of the Board, its Committees and individual directors followed by deliberations as in the following paragraph.

Separate exercises were carried out to evaluate the performance of Non Independent Directors, comprising the Chairman and Whole Time Directors, on specific parameters such as attendance, contribution in Board and Committee meetings, independent judgment, safeguarding the interest of minority shareholders etc. in the specifically convened meeting of Independent Directors. Nomination and Remuneration Committee evaluated the performance of individual Directors before consideration by the Board. The Chairpersons of the respective Committees shared their reports with the Board. The Board expressed their satisfaction on the implementation of evaluation process and the results thereof.

Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed the Nomination and Remuneration Policy for appointment of Directors, Key Managerial personnel and Senior Management Personnel as also their remuneration and performance evaluations. The said Policy is explained in the Corporate Governance Report and also available on the Company's website at https:// www.banswarasvntex.com/wp-content/uploads/2019/05/ NOMINATION POLICY.pdf

Familiarization Program of the Independent Directors

Two Familiarization programs for the Independent Directors were conducted during the year 2023-24, the details of which are hosted on the website of the Company at https://www. banswarasyntex.com/wp-content/uploads/2024/05/FAM Prg ID 2024.pdf

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were carried out on an arm's length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations.

Pursuant to Regulation 23 of SEBI Listing Regulations 2015 and provisions of the Act, the related party transactions had been pre-approved by Audit Committee. The particulars of the contracts or arrangements entered into with related parties referred to in sub section (1) of Section 188 of the Act are indicated in Form AOC-2 is annexed as Annexure V, which forms part of this Report.

The revised policy on Related Party Transactions as approved by the Board is available on the Company's website at https:// www.banswarasyntex.com/wp-content/uploads/2019/05/REL PTY TRN POLICYpdf

NUMBER OF THE BOARD MEETINGS

During the year under review, four meetings of the Board of Directors were held on 15^th May, 2023, 6^th August, 2023, 6^th November, 2023 and 29^th January, 2024.

Details of the composition of the Board and its Committees, number of meetings held and attendance of Directors at such meeting are provided in the Corporate Governance Report, which forms part of this Report.

INDEPENDENT DIRECTORS' MEETING

In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, Independent Directors of the Company are required to hold at least one Meeting in a financial year without the attendance of Non-Independent Directors and Members of management.

During the year under review, Independent Directors met separately on 15^th May, 2023 inter-alia, for

Ý Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

Ý Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors.

Ý Evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties

One more meeting of Independent directors was held on 12^th September 2023.

AUDITORS

Statutory Auditors

K G Somani & Co LLP, Chartered Accountants (ICAI Firm Registration No. 06591N/N500377) were re-appointed as

Statutory Auditors of the Company to hold office for the second term of five consecutive years by the shareholders at their 46^th Annual General Meeting held on 30^th July, 2022 from the conclusion of the 46^th Annual General Meeting, till the conclusion of 51^st Annual General Meeting to be held in the calendar year 2027. They have furnished a Certificate to the effect that they fulfill the requirements of the provisions of Sections 139 and 141 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014.

The Report given by the Auditors on the Financial Statements of the Company for the financial year ended 31 ^st March, 2024 is part of the Annual Report.

The Auditors Report is unmodified i.e. there has been no qualification, reservation, adverse remark, reporting of any fraud or disclaimer by the Auditors in their Report.

As regards the Statutory Auditors' observations, the relevant Notes on Material Accounting Policies, Notes on Accounts and other disclosures are self-explanatory and, therefore, do not call for any further comments.

Secretarial Auditors

In terms of Section 204 of the Act read with the Companies (Appointment and Remuneration of the Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, your Board has appointed M/s V.M. & Associates, Company Secretaries (FRN: P1984RJ039200) as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year ended 2023-24.

The Secretarial Audit Report is issued in Form MR-3 by M/s. V.M. & Associates, Company Secretaries, in respect of the Secretarial Audit of the Company for the financial year ended on 31^st March, 2024. The Secretarial Audit Report issued in form MR-3 is annexed as “Annexure-VI” The report does not contain any qualification, reservation or adverse remark

The Board in its meeting dated 11^th May, 2024 has appointed M/s. Mihen Halani & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company to carry out Secretarial Audit of the Company for the financial year 2024-25.

Cost Auditors

The Company is required to maintain cost records as specified by the Central Government as per Section 148(1) of the Act and the rules framed thereunder, accordingly, the Company has maintained such cost accounts and records.

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Audit Committee recommended and the Board of Directors appointed M/s K.G. Goyal & Co., Cost Accountants (Registration No. 000017), being eligible, to conduct Cost Audits relating to Textile units.

The Company has received their written consent and confirmation that the appointment will be in accordance with the applicable provisions of the Act and rules framed thereunder. The remuneration payable to Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee and in terms of the Act and Rules therein.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their

ratification. Accordingly, an Ordinary Resolution for seeking Member's ratification for the remuneration payable to M/s K.G. Goyal & Co., Cost Auditors for FY ending on 31^st March, 2025 is set out in the Notice of the ensuing AGM of the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the Auditors i.e. Statutory Auditors, Cost Auditors or Secretarial Auditors have reported, to the Audit Committee or the Board, under Section 143 (12) of the Act, any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES

During the year under review, the Company has not granted any loans or provided any guarantees to or invested in securities of Joint Venture Company Tesca Textiles and Seat Components (India) Private Limited.

During the year, The Company has invested ? 3.74 Crores in equity shares of Banswara Brands Private Limited, wholly owned subsidiary company.

The details of loans, guarantees and investments cover under the provisions of Section 186 of the Act are given in the note no.06 of the Notes to the Financial Statements.

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

The required information under the provisions of Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, etc. are annexed as Annexure VII, which forms part of this Report.

INSURANCE

All the properties of the Company, including buildings, plant and machinery and stocks, have been adequately insured.

PARTICULARS OF EMPLOYEES

The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-VIII.

The statement containing names of top ten employees in terms of remunerations drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part of this Report is open for inspection by the members through electronic mode and available at AGM. Any member interested in obtaining a copy of the same may write to the Company Secretary at the email ID secretarial@banswarasvntex.com

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant or material orders passed by the Regulators or Courts/Tribunals, during the year under report that would impact the going concern status of the Company and its future operations.

ANNUAL RETURN

An Annual Return for the financial year ended 31st March, 2024 as required under Section 92(3) of the Companies Act, 2013, has been posted on the website of the Company and can be accessed at https://www.banswarasvntex.com/wp-content/

uploads/2024/07/Form MGT7 202324.pdf

SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India, on Board Meetings and General Meetings.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134 (5) of the Act, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable Accounting Standards have been followed and there are no material departures from the same.

(b) The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March,2024, and of the profit of the Company for that period

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(d) The Directors have prepared the annual accounts of the Company for the year on a going concern basis.

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating effectively.

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

DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, the Company has not made or received any application under IBC and there is no proceeding pending under the said code at the end of the financial year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, the Company has not entered into any one-time settlement and therefore, no disclosure in this regards is required.

OTHER DISCLOSURES

Any other disclosure under the Companies Act, 2013 and the Rules notified thereunder or the SEBI Listing Regulations are either NIL or NOT APPLICABLE

ACKNOWLEDGEMENTS

Your Directors wish to express their gratitude for the guidance and co-operation received from the Financial Institutions, Banks, various Central and State Government Departments besides the Customers and Suppliers during the year under report. The Directors place on record their deep appreciation of the devoted services of the workers, staff and executives. The Directors, particularly, wish to acknowledge and place on record 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/-

Place: Mumbai Rakesh Mehra

Date: 11^th May, 2024 Chairman

DIN: 00467321

Registered Office:-

Industrial Area, Dahod Road,

Post Box No. 21,

Banswara- 327001 Rajasthan