The Directors of your Company have pleasure in presenting their 35^th Annual Report of the business and operations of the Company along
with the Audited Financial Statements for the year ended 31^st March, 2025.

1. FINANCIAL RESULTS:

The financial performance of your Company for the year ended 31^st March, 2025 is as under:

2. MANAGEMENT DISCUSSIONS AND ANALYSIS
REPORT:

Management Discussion and Analysis Report for the year under
review as stipulated under Regulation 34(2) (e) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, is presented as under:

A. ACRYLIC FIBER INDUSTRY - GLOBAL AND INDIAN
PERSPECTIVE:

Global acrylic fiber consumption continues to suffer.
Global consumption of acrylic fiber is estimated to have
dropped by about 8 to 10% in CY 2024 over the previous
year. Main reasons for this situation seem to be climate
change leading to change in buyer preferences and geo¬
political events leading to reduction in demand.

Acrylic fiber industry's overcapacity challenge has only
aggravated. Addition of substantial new capacity in 2024
in China with plans of further expansion has only added

to the woes of industry. Increasing surplus capacity since
last few years is prompting some countries to continue to
dump acrylic fiber at very low prices in India where acrylic
fiber consumption trend is still better than rest of the world.

Acrylic fiber consumption in India is estimated to have
dropped by 5 to 7% in 2024-25 over previous year. Despite
the drop, consumption trend in India can be considered to
be better than rest of the world due to various domestic
reasons that support its consumption. However, Indian
acrylic fiber industry is facing squeezed margins due to
low priced imports.

Performance of Indian AF producers in 2024-25 was
affected mainly due to low priced imports from Asian and
Latin American countries. This resulted in loss of business
volume as well as margins. Your company could not utilise
its full capacity due to loss of business volume which has
also led to higher manufacturing costs.

Major raw material of acrylic fiber is Acrylonitrile.
Indian consumers of Acrylonitrile are dependent upon
imports. Acrylonitrile is a crude oil derivative. Therefore,
Acrylonitrile cost in India is affected by fluctuations in
crude oil, demand supply of its raw materials, geo-political
events and exchange rate fluctuation as well. During the
year 2024-25, Acrylonitrile prices have generally been
on decline having lost about 15% during the year. New
capacity addition in Asia coupled with weak demand
from derivatives of Acrylonitrile helped in Acrylonitrile
prices not showing high volatility during the year.
Availability of Acrylonitrile was better during the year due
to subdued demand from its derivatives as well as due to
new capacity addition in China.

B. FINANCIAL ANALYSIS AND REVIEW OF
OPERATIONS:

• PRODUCTION & SALES REVIEW:

Your Company has achieved a turnover of
C 28,156.53 lakhs against a turnover of C 29,747.87
lakhs in the previous year. The Company
earned Profit before depreciation, interest and
tax of C 1,929.99 lakhs as against C 2,726.73
lakhs in the previous year. After providing for
depreciation of C 300.13 lakhs (previous year
C 563.00 lakhs) and provision for current tax of
C159.63 lakhs (previous year C 406.37 lakhs),
deferred tax of C 263.18 lakhs (previous year C
(24.87) lakhs), Profit after Tax after considering Other
Comprehensive Income of the Company is C 1,175.14
lakhs as against C 1,771.34 lakhs in the previous year.

The balance available for appropriation after
adding balance in surplus account is C 10,491.22
lakhs. Out of this, a sum of C 1,60729 lakhs has been
utilised towards dividend and balance of C 8,883.93
lakhs is proposed to be carried as surplus to the
Balance sheet.

RESOURCE UTILIZATION:

a) Fixed Assets:

The gross fixed assets (including work in- progress) as
at March 31,2025 were C 9,148.30 lakhs as compa red to
C 8,748.37 lakhs in the previous year.

b) Current Assets:

The current assets as on March 31, 2025 were
C 22,411.51 lakhs as against C 18,073.16 lakhs in
theprevious year. Inventory level was at C 8,089.04
lakhs as against C 7,495.39 lakhs in the previous year.

FINANCIAL CONDITIONS & LIQUIDITY:

Management believes that the Company's liquidity
and capital resources should be sufficient to meet its
expected working capital needs and other anticipated
cash requirements. The position of liquidity and capital
resources of the Company is given below:-

C. BUSINESS OUTLOOK

Major economic parameters such as interest rate, inflation
and unemployment displayed moderation during the
year in larger parts of world. This augurs well for recovery
in economic activity which will support consumer
discretionary spending on items including textiles.

Indian GDP growth rate is expected to sustain momentum
in 2025-26. Forecast of normal to above normal monsoon
is likely to support acrylic fiber consumption in the
country. It is expected that demand for acrylic fiber
will be close to normal during the year. However, there
can be challenges for Indian acrylic fiber producers in
domestic market if low priced imports of acrylic fiber
in the country are not checked and more foreign sellers
try to enter Indian market due to protective mechanism
implemented by few countries.

China has added substantial new capacity of Acrylonitrile
during the year. More additions are planned in coming
years. Entire capacity addition in world has taken place in
China alone which has made China a dominant player in
Acrylonitrile market.

China is expected to add some more capacity of acrylic
fiber in coming year. Some acrylic fiber producers in
the region have cut back on operating rate. However,
as global acrylic fiber consumption is not expected to
increase, competition amongst acrylic fiber producers is
likely to increase and keep margins of producers under
pressure for some more time.

D. MAJOR RISK AND AREA OF CONCERN

Being a crude oil derivative, elevated rates of crude oil
can adversely impact profitability and even demand
of acrylic fiber in longer term. Climate change leading
to changing weather patterns and general rise in
temperatures globally is likely to result in decline of
acrylic fiber consumption. Substitution of acrylic fiber
by cheaper, though less effective fibers, is likely to get
accelerated if price difference between acrylic fiber and
such other fibers were to increase much. Specifically, for
India, continued export of low priced acrylic fiber to India
remains the major concern. Recent imposition of tariffs
and reciprocal tariffs on few countries and a likely similar
action against Indian exports has created uncertainty
in trade. As of now, it is difficult to forecast its impact
on acrylic Fiber trade but seems that higher tariffs and
reciprocal tariffs can cause trade diversions and more
focus of exporters on India. An end to ongoing geo¬
political conflicts, when that happens, and normalization
of transit thru' Suez canal might bring much needed relief
to global trade and economies.

E. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY:

The Company reviews its Systems and Processes
periodically to assess their robustness and sufficiency in
view of business requirements, best industrial practices,
corporate governance, statutory compliances, controls
and audit purpose. A detailed and well-structured Internal
Audit is carried out to identify practices for review by
senior management where Company can possibly make
systems more aligned with changing needs. Company
places a great deal of emphasis on recommendations
of Internal and Statutory Auditors which are seen as an
opportunity to review and improve. Company has been
investing in ERP to make the operations more system
driven besides many other likely benefits.

F. INTERNAL FINANCIAL CONTROL:

Your Company is fully committed to all statutory
compliances and following laid down practices, principles
and accounting standards. Adequate internal controls thru
ERP and approval systems are exercised to meet all of our
obligations in time. Compliance to statutory requirements
is monitored regularly. External independent agencies are
engaged to update our system to meet latest regulations
and align with best industry practices are engaged
whenever a need is recognised. No reportable material
weakness in the design or operation was observed
during the year.

G. MATERIAL DEVELOPMENTS IN HUMAN
RESOURCES/ INDUSTRIAL RELATIONS:

Health and safety of people working inside factory has
always been of utmost importance to the management
of your Company. Regular health check-up of entire
plant team is carried out to ascertain their fitness and to
identify areas requiring attention, if any. Regular training
programmes by inhouse experts as well as by outside
agencies are conducted to learn about techniques to
improve personnel safety, safety of fellow employees and
equipment are carried out. No reportable events related
to health and safety took place in plant during the year.

Development and Training of team has always been a
focus area of management as the production deployed
in the plant is complex. Team members are encouraged
to and participate in group activities and well-structured
programmes aimed at honing their skills, building their
knowledge and finding solutions to problems together
and training of younger team members. During the year
there was industrial peace and harmony in the company.
The Company employed on average 318 persons on the
rolls of the company.

H. SUMMARY OF KEY FINANCIAI RATIOS

1. The decrease is mainly on account of lower utilization of
cash credit limit.

2. The decrease is mainly on account of lower earnings on
account of market conditions.

3. DIVIDEND:

The Board of Directors in its meeting held on 30^th April, 2025
has recommended dividend of H 1.50 /- per share on the fully
paid-up Equity Shares of the Company.

4. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions ofSection 124 and 125 ofthe Companies
Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 ('the Rules'), all unpaid or unclaimed
dividends are required to be transferred by the Company to the
IEPF established by the Central Government after the completion
of seven years from the date of transfer to the Unpaid Dividend
Account of the Company. The unclaimed or unpaid dividend
relating to the Financial Year 2017-18 is due for remittance in
the month of November, 2025 to the Investor Education and
Protection Fund established by the Central Government.

Further, according to the Rules, the shares in respect of which
dividend has not been paid or claimed by shareholders for
seven consecutive years or more shall also be transferred to the
IEPF Authority. The Company has sent notice to all shareholders
whose shares are due to be transferred to the IEPF Authority and
has also published requisite advertisement in the newspapers
in this regard.

The details of these shares are also provided on the website of
the Company at www.vardhman.com.

5. CONSOLIDATED FINANCIAL STATEMENT:

As your Company does not have any subsidiary, associate or
joint venture Company, therefore, the provisions of Companies
Act, 2013 and Indian Accounting Standards (Ind AS) 110, 111, 112
in relation to consolidation of accounts do not apply.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES:

The Company does not have any subsidiary/ material subsidiary,
associate or joint venture Company.

Further, during the year, no company have become or ceased
to be subsidiary, joint venture or associate of the Company.

7. DIRECTORS:

Liable to retire by rotation: In accordance with the provisions
of the Articles of Association of the Company, Mrs. Suchita Jain
& Mr. Vivek Gupta, Directors of the Company, retires by rotation
at the conclusion of the forthcoming Annual General Meeting
and being eligible, offers themselves for re-appointment. The
Board recommended their appointment for the consideration
of the Members of the Company at the ensuing Annual
General Meeting.

Appointment of Directors: During the year under review,
Mr. Bal Krishan Choudhary was appointed as an Additional
Director (Non-Executive Non-Independent) on the Board of
the Company with effect from 1^st April, 2024. His appointment

was further approved by the Members of the Company vide
their resolution passed through Postal Ballot on 18^th May, 2024.

Declaration by Independent Directors:

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

Your Board confirms that in its opinion the Independent
Directors possess the requisite integrity, experience, expertise,
proficiency and qualifications. All the Independent Directors
on the Board of the Company are registered with the Indian
Institute of Corporate Affairs, Manesar, Gurgaon (IICA) as
notified by the Central Government under Section 150(1) of
the Companies Act, 2013 and shall undergo online proficiency
self-assessment test, if applicable, within the time prescribed
by the IICA.

Familiarization Programmes for Board Members:

Your Company has formulated Familiarization Programme for
all the Board members in accordance with Regulation 25 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the Schedule IV of the Companies Act,
2013 which provides that the Company shall familiarize the
Independent Directors with the Company, their roles, rights,
responsibilities in the Company, nature of Industry in which
the Company operates, business model of the Company etc.
through various programs.

The Familiarization Programme for Board members may be
accessed on the Company's website at the link: https://www.
vardhman.com/Document/Report/Company%20Information/
Policies/Vardhman%20Acrylics%20Ltd/Familisation program
for Board Members.pdf

Annual Evaluation of the Board Performance:

The Meeting of Independent Directors of the Company for the
Financial Year 2024-25 was held on 20^th March, 2025 to evaluate
the performance of the Non-Independent Directors, Chairman
of the Company and the Board as a whole.

The evaluation was done by way of discussions on the
performance of the Non- Independent Directors, Chairman
and Board as a whole.

A policy on the performance evaluation of Independent
Directors, Board, Committees and other individual Directors
which includes criteria for performance evaluation of non¬
executive directors and executive directors has been formulated
by the Company.

8. NOMINATION AND REMUNERATION POLICY:

In compliance with Section 178 of the Companies Act, 2013 and
Regulation 19 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Nomination and
Remuneration Policy of the Company has been duly approved
and adopted by the Board pursuant to recommendations of
Nomination and Remuneration Committee of the Company
and may be accessed on the website of the Company at
the link https://www.vardhman.com/Document/Report/
Company%20Information/Policies/Vardhman%20Acrylics%20
Ltd/Nomination and Remuneration Policy.pdf.

As mandated by proviso to Section 178(4) of the Companies Act,
2013, salient features of Nomination and Remuneration Policy
are as under:

a) Identifying persons who are qualified to become Directors
and who may be appointed in Senior Management in
accordance with the criteria laid down and recommending
to the Board their appointment and removal.

b) Formulating the criteria for determining qualifications,
positive attributes and independence of a Director and
evaluating the balance of skills, knowledge and experience
on the Board and on the basis of such evaluation, prepare
a description of the role and capabilities required of an
independent director.

c) Recommending to the Board, policy relating to
remuneration of Directors (Whole time Directors,
Executive Directors etc.), Key Managerial Personnel and
other employees while ensuring the following:

i. That the level and composition of remuneration
is reasonable and sufficient to attract, retain and
motivate directors of the quality required to run the
company successfully.

ii. That relationship of remuneration to
performance is clear and meets appropriate
performance benchmarks.

iii. That remuneration to directors, key managerial
personnel and senior management involves a
balance between fixed and incentive pay reflecting
short and long term performance objectives
appropriate of the working of the Company and
its goals.

d) Formulating the criteria for evaluating performance of
Board and all the Directors.

e) Devising a policy on diversification of Board.

f) Determining whether to extend or continue the
term of appointment of the independent director on
the basis of the report of performance evaluation of
independent directors.

g) Recommending to the Board remuneration payable to
Senior Management

9. KEY MANAGERIAL PERSONNEL (KMP):

In compliance with the provisions of Section 203 of the
Companies Act, 2013, following are the KMPs of the Company
as on 31^st March, 2025:

10. NUMBER OF BOARD MEETINGS:

During the year under review, the Board met four (4) times and
the intervening gap between any two meetings was within the
period prescribed under the Companies Act, 2013. The details
of Board Meeting are set out in Corporate Governance Report
which forms part of this Annual Report.

11. AUDITORS AND AUDITORS' REPORT:

Statutory Auditors:

At the 32^nd Annual General Meeting held on 30^th September,
2022, M/s. SCV & CO. LLP. (Formerly S.C. Vasudeva & Co.),
Chartered Accountants (Firm Registration no. 000235N/
N500089) were re-appointed as Statutory Auditors of the
Company for a second term of five (5) consecutive years starting
from the conclusion of 32^nd Annual General Meeting till the
conclusion of 37^th Annual General Meeting.

Further, the Statutory Auditors of the Company have submitted
Auditors' Report on the accounts of the Company for the
accounting year ended 31^st March, 2025.

This Auditors' Report is self-explanatory and requires
no comments.

Secretarial Auditor:

M/s. Ashok K Singla & Associates, Company Secretary in Practice,
were appointed as Secretarial Auditors of the Company by the
Board of Directors of the Company in its meeting held on
4^th May, 2024 for the financial year 2024-25. The Secretarial

Auditors of the Company have submitted their Report in Form
No. MR-3 as required under Section 204 of the Companies Act,
2013 for the financial year ended 31^st March, 2025. This Report is
self-explanatory and requires no comments. The Report forms
part of this report as Annexure I.

Further, pursuant to the amended provisions of Regulation 24A
of the SEBI (Listing Obligations and Disclosure Requirements)
("LODR") Regulations, 2015 and Section 204 of the Act read with
Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors of the
Company, on the recommendation of the Audit Committee,
have approved and recommended the appointment of
M/s. Ashok K Singla & Associates, Peer Reviewed Company
Secretary in Practice (CP No. 1942) as Secretarial Auditors of
the Company for a term of 5 (Five) consecutive years from
the FY 2025-26 to 2029-30, for approval of the Members at
ensuing AGM of the Company. Brief resume and other details
of M/s. Ashok K Singla & Associates, Company Secretaries in
Practice, are separately disclosed in the Notice of ensuing AGM.

M/s. Ashok K Singla & Associates have given their consent to
act as Secretarial Auditors of the Company and confirmed that
their aforesaid appointment (if made) would be within the
prescribed limits under the Act & Rules made thereunder and
SEBI (LODR) Regulations. They have also confirmed that they
are not disqualified to be appointed as Secretarial Auditors in
terms of provisions of the Act & Rules made thereunder and
SEBI (LODR) Regulations.

Cost Auditor:

The Company is maintaining the Cost Records, as specified by
the Central Government under section 148(1) of the Companies
Act, 2013.

The Board of Directors has appointed Mr. R.A. Mehta, Practising
Cost Accountant, as the Cost Auditor of the Company to
conduct Cost Audit of the Accounts for the financial year 2025¬
26. However, as per provisions of Section 148 of the Companies
Act, 2013 read with Companies (Cost Records and Audit) Rules,
2014, the remuneration to be paid to the Cost Auditor is subject
to ratification by Members at the Annual General Meeting.
Accordingly, the remuneration to be paid to Mr. R.A. Mehta,
Practising Cost Accountant, for financial year 2025-26 is placed
for ratification by the Members.

12. AUDIT COMMITTEE:

Composition of Audit Committee:

The Audit Committee consists of three Independent Directors
i.e. Mr. Anil Kumar, Ms. Parakh Oswal and Mr. Sanjeev Jain,
Independent Directors. Mr. Anil Kumar is the Chairman of the

Committee and Company Secretary of the Company is the
Secretary of the Committee. All the recommendations made
by the Audit Committee were accepted by the Board.

Apart from the Audit Committee, the Company has also
constituted other Board level Committees as mandated by
applicable laws. Details of the Committees, along with their
composition, charters and meetings held during the year, are
provided in the 'Corporate Governance Report', which forms a
part of this Report. Further, during the FY 2024-25, the Board
has accepted all the recommendations of its Committees.

13. VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) of the Companies
Act, 2013, the Company has established a "Vigil Mechanism"
incorporating Whistle Blower Policy in terms of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, for
employees and Directors of the Company, for expressing the
genuine concerns of unethical behavior, actual or suspected
fraud or violation of the codes of conduct by way of direct
access to the Chairman/ Chairman of the Audit Committee.

The Company has also provided adequate safeguards against
victimization of employees and Directors who express
their concerns.

The Policy on Vigil Mechanism and Whistle Blower Policy as
approved by the Board may be accessed on the Company's
website at the link: https://www.vardhman.com/Document/
Report/Company%20Information/Policies/Va rdhman%20
Acrylics%20Ltd/Vigil Mechanism Policy.pdf

14. CORPORATE GOVERNANCE:

The Company has in place a system of Corporate Governance.
Corporate Governance is about maximizing shareholder value
legally, ethically and sustainably. A separate report on Corporate
Governance forming part of the Annual Report of the Company
is annexed hereto. A certificate from the Practising Company
Secretary regarding compliance of conditions of Corporate
Governance as stipulated under Corporate Governance
Clauses of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed to the report on
Corporate Governance.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Vision & core areas of CSR: Your Company is committed to
and fully aware of its Corporate Social Responsibility (CSR), the
guidelines in respect of which were more clearly laid down
in the Companies Act, 2013. The Company's vision on CSR
is that the Company being a responsible Corporate Citizen
would continue to make a serious endeavor for a quality value

addition and constructive contribution in building a healthy
and better society through its CSR related initiatives and focus
on education, environment, health care and other social causes.

CSR Policy: The Corporate Social Responsibility (CSR) Policy
of the Company indicating the activities to be undertaken by
the Company, as approved by the Board, may be accessed on
the Company's website at the link: https://www.vardhman.
com/Document/Report/Company%20Information/
Policies/Vardhman%20Acrylics%20Ltd/Corporate Social
Responsibility Policy.pdf

During the year, the Company has spent H 28.01 lakhs on
CSR activities.

The disclosures related to CSR activities pursuant to Section
134(3) of the Companies Act, 2013 read with Rule 9 of
Companies (Accounts) Rules, 2014 and Companies (Corporate
Social Responsibility) Rules, 2014 are annexed hereto and forms
part of this report as Annexure II.

16. RISK MANAGEMENT:

The Risk Management Policy required to be formulated under
the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 has been duly
formulated and approved by the Board of Directors of the
Company. The aim of Risk Management Policy is to maximize
opportunities in all activities and to minimize adversity. The
policy includes identifying types of risks and its assessment,
risk handling, monitoring and reporting, which in the opinion
of the Board may threaten the existence of the Company.

The Risk Management Policy may be accessed on the Company's
website at the link: https://www.vardhman .com/Document/
Report/Company%20Information/Policies/Va rdhman%20
Acrylics%20Ltd/Risk Management Policy.pdf

17. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR):

In compliance with the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, BRSR is available
on the Company's website at the link: https://www.vardhman.
com/Document/Report/Compliances/BRR/Va rdhman%20
Acrylics%20Ltd/BRSR 2024-25.pdf

18. INTERNAL FINANCIAL CONTROLS & ITS ADEQUACY:

The Company has in place adequate internal financial controls
with reference to financial statements. During the year, such
controls were tested and no reportable material weakness in
the design or operation was observed.

A report on the Internal Financial Controls under clause (i) of
sub-section 3 of Section 143 of the Companies Act, 2013, as
given by the Statutory Auditors of the Company forms part
of Independent Auditor's Report on Financial Statements as
Annexure B.

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

All contracts/arrangements/transactions entered by the
Company during the financial year with related parties were in
the ordinary course of business and on an arm's length basis.
The particulars of Contracts or Arrangements made with related
parties as required under Section 134(3) (h) of the Companies
Act, 2013 in specified form AOC-2 forms part of Directors' Report
as Annexure III.

The Policy on dealing with related party transactions as
approved by the Board may be accessed on the Company's
website at the link: https://www.vardhman.com/Document/
Report/Company%20Information/Policies/Va rdhman%20
Acrylics%20Ltd/Related Party Transactions Policy.pdf

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

Particulars of loans given, investments made, guarantees given
and securities provided along with the purpose for which the
loan or guarantee or security is proposed to be utilized by the
recipient are provided in the financial statement (Please refer
to Note 4, 5, 9 and 12 to the financial statements).

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

Energy conservation continues to be an area of major emphasis
in our Company. Efforts are made to optimize the energy cost
while carrying out the manufacturing operations. Particulars
with respect to conservation of energy and other areas as per
Section 134(3)(m) of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014, are annexed hereto and
forms part of this report as Annexure IV.

22. ANNUAL RETURN:

In terms of Section 92(3) and 134(3)(a) of the Companies Act,
2013 the Annual Return of the Company is available on the
website of the Company at the link: https://www.vardhman.
com/Investors/Compliances

23. HUMAN RESOURCES /INDUSTRIAL RELATIONS:

Human resource is considered as the most valuable of all
resources available to the Company. The Company continues
to lay emphasis on building and sustaining an excellent
organization climate based on human performance. The
Management has been continuously endeavoring to build
high performance culture on one hand and amiable work
environment on the other hand.

During the year, the Company employed around 318 employees
on permanent rolls.

24. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES:

The disclosures in respect of managerial remuneration as required
under Section 197(12) read with Rule 5(1) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules,
2014, are annexed hereto and forms part of this report.

A statement showing the names and other particulars of
the employees drawing remuneration in excess of the limits
set out in Rule 5 (2) and 5 (3) of Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014, is annexed
hereto and forms part of this report.

All the above details are provided in Annexure V.

In terms of section 197(14) of the Companies Act, 2013, the
Company does not have any Subsidiary Company. Further, none
of the Director of the Company has received any remuneration
or commission from any Holding Company.

25. MATERIAL CHANGES AND COMMITMENT, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR TO WHICH THE 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 the financial statements relate and the
date of this report.

26. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Companies
Act, 2013, the Board, hereby submits its responsibility Statement:

a. In the preparation of the annual accounts, the applicable
Accounting Standards have been followed along with the
proper explanation relating to material departures;

b. 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 of affairs of the Company
as at 31^st March, 2025 and of the profit of the Company for
the year ended on 31^st March, 2025;

c. Proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d. The annual accounts have been prepared on a going
concern basis;

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

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

27. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required

in respect of the following items as there were no transactions

on these items during the year under review:

1. Details relating to deposits covered under Chapter V of
the Act.

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

3. Significant or material orders passed by the Regulators
or Courts or Tribunals which impact the going concern
status and Company's operations in future.

4. Change in nature of Business of the Company.

5. No fraud has been reported by the Auditors to the Audit
Committee or the Board.

6. There is no proceeding pending under the Insolvency and
Bankruptcy Code, 2016.

7. There was no instance of one time settlement with any
Bank or Financial Institution.

Further, your Directors state that the Company has
complied with the provisions relating to constitution
of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 & there was no
case filed under the said Act and applicable Secretarial
Standards with respect to Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) issued by the
Institute of Company Secretaries of India.

In addition to this, all the policies as required under the
Act or the SEBI LODR Regulations have been formulated
by the Company and are available on the website of the
Company, links whereof are provided in the 'Corporate
Governance Report', which forms part of this report.

28. ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere
gratitude to the Government, Bankers, Business Constituents
and Shareholders for their continued and valuable co¬
operation and support to the Company and look forward to
their continued support and co-operation in future too.

They also take this opportunity to express their deep
appreciation for the devoted and sincere services rendered by
the employees at all levels of the operations of the Company
during the year.

FOR AND ON BEHALF OF THE BOARD

Sd/-

Place: Ludhiana (S.P. Oswal)

Dated: 30^th April, 2025 Chairman