Directors Report of Adhata Global Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting 32^nd Annual Report together with the Audited
Statement of accounts for the year ended 31^st March, 2025.

1. FINANCIAL RESULTS (Amount In Rs.)

Particulars	STANDALONE
Financial Results	For the year ended 31st March 2025	For the year ended 31st March 2024
Sales & Other Income	5,84,20,208	5,15,82,451
Profit/(Loss) before interest, depreciation & Taxation	55,02,511	(46,81,759)
Less: Interest	(24,22,371)	(28,00,791)
Less: Depreciation	(6,18,677)	(8,90,328)
Profit/(Loss) before Tax	24,61,463	(83,72,878)
Less: Current Tax	-	-
Less: Deferred Tax	-	8,81,284
Profit/Loss after Tax but before Extra-Ordinary Items	24,61,463	(92,54,163)
Add/(Less) Other Items	(40,00,000)	-
Profit /Loss after Tax and Extra Ordinary Items	(15,38,538)	(92,54,163)

2. COMPANY''S PERFORMANCE

During the period under review, the company has registered revenue of Rs. 5,34,72,145/- as against
previous year''s revenue of Rs. 4,98,87,158/-. Your company posted Loss after Taxes of Rs
(15,38,538)/- as against previous year loss of Rs. (92,54,163)/-. Your Directors are continuously
looking forward for future growth avenues and are of the considered view that veneer business will
be up significantly in the current year and the veneer prices will be positive resulting in higher
margins and much better profitability in the FY 25-26.

3. DIVIDEND

In view of the losses, your directors have not recommended any dividend for the financial year
2024-2025.

4. TRANSFER TO RESERVES:

No amount has been transferred to reserves and surplus during the year.

5. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture and associated Companies.

6. MATERIAL CHANGE IN NATURE OF BUSINESS

No material change and commitment have occurred from the date of close to the financial year
till the date of this report, which affect the financial position of the companies.

7. RISK MANAGEMENT

A detailed review of business risk and the corporation''s plan to mitigate them is presented to the
Board. The Corporation has been taking steps to mitigate foreseeable business risks. Business risk
evaluation and management is an ongoing and continuous process within the Company and
regularly updated to the Board.

8. INTERNAL CONTROL SYSYTEM AND ADEQUACY

The Company has proper and adequate system of internal control which is commensurate with
the size and the nature of business, to ensure that all assets are safeguarded and protected
against loss from unauthorized use or disposal and commercial transaction are authorized,
recorded and reported correctly. The internal control is supplemented by an extensive program
of internal and external audits. The company accords greatest importance to the security of its
information assets and has the requisite security controls and checks. Adequate storage and
back-up system is maintained to ensure security and availability of data at all times.

9. DIRECTORS AND KEY MANGERAL PERSONNEL

As per the Companies Act 2013, Mr. Vivek Agarwala (DIN- 00595954) Director of the company
will retire by rotation at the ensuring AGM and being eligible, has offered himself for
reappointment.

Mr. Vinay Dalmia (DIN- 01219851), Mr. Vivek Agarwala (DIN- 00595954), Mrs. Smita Agarwal
(DIN- 00200242), Mr. Ravikesh Kumar Sinha (DIN-06573624) and Mr. Hari Prakash Gupta
(DIN:00173929) are the Directors of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the
Company are: Mr. Vinay Dalmia Whole time Director, Ms. Vijaya Kumari, Chief Financial
Officer and Ms. Bina Padia (upto 28.05.2025), Company Secretary of the Company.

Mr. Ravikesh Kumar Sinha (DIN-06573624) has been appointed as the Additional Director of the
company as on 13.03.2025. Mr. Sumit Uthra (DIN-00389984) had tendered his resignation as a
Director of the company on 06.12.2024.

10. PUBLIC DEPOSITS

During the year under review, your company has not accepted any deposit within the meaning
of provision of Chapter V- Acceptance of Deposits by Companies of the Companies Act 2013
read with the Companies (Acceptance of Deposits) Rules, 2014.

11. WHISTLE BLOWER POLICY /VIGIL MECHANISM

The Company has a Whistle Blower Policy, which enables its directors and employees to report
their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s
Code of Conduct or ethics policy and provides safeguards against victimization of
director(s)/employee(s), who avail of the mechanism.

12. CORPORATE SOCIAL RESPONSIBILITY

No CSR policy has been adopted by the company in the current financial year as the same is not
applicable to the company.

13. HUMAN RESOURCES

Your Company consider its Human Resources as the key to achieve its objectives. Keeping this in
view, your Company takes utmost care to attract and retain quality employees. The employees
are sufficient empowered and such work environment propels them to achieve higher level of
performance. The unflinching commitment of the employees is the driving force behind the
Company''s vision. Your Company appreciates the spirit of its dedicated employees.

14. DIRECTORS RESPONSIBILITY STATEMENT

a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable
accounting standards read with requirements set out under Schedule III to the Act, have
been followed and there are no material departures from the same.

b) the Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2025 and of the loss of the
Company for the year ended on that date;

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 fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ''going concern'' basis;

e) that proper internal financial controls were followed by the Company and that such internal
financial controls are adequate and were operating effectively; and

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

15. PARTICULARS OF EMPLOYEES

Since, the company does not fall under the prescribed limit of the aforesaid provisions under
Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Therefore, this requirement is not applicable to the Company.

16. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

Since there was no unpaid/ unclaimed Dividend declared and paid last year, the provisions of
Section 125 of the Companies Act, 2013 do not apply.

17. NO OF BOARD MEETINGS

8 (eight) meetings of the Board of Directors were held during the year.

18. AUDIT COMMITTEE

The Audit Committee Comprises of Mr. Sumit Uthra (upto 06.12.2024) and Mr. Ravikesh Kumar
Sinha-Chairman (w.e.f 13.03.2025) chairman of the Committee, Mr. Hari Prakash Gupta- Non¬
Executive Independent Director (DIN-00173929) and Mrs. Smita Agarwal (DIN-00200242) as
other member.

19. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company identifies the persons, who are
qualified to become Directors of the Company / who may be appointed in Senior Management
in accordance with the criteria laid down and recommend to the Board their appointment and
removal. The Committee also carries out evaluation of every Director''s performance. The
Committee has formulated the criteria for determining qualifications, positive attributes,
independence of the Director send recommend to the Board a Policy, relating to the
remuneration for the Directors, Key Managerial Personnel and other employees.

20. EXTRACT OF ANNUAL RETURN

The details of the extract of the Annual Return in form MGT-9 is annexed herewith and forms
part of this report and marked as "Annexure-A"

21. COVERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption stipulated under Section
134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed
herewith as Annexure ''B'' to the Board''s Report. There is no Foreign exchange earnings and
foreign Exchange Outgo during the year

22. AUDITORS:

Statutory Auditors:

M/s P. K. AJITSARIA & CO, Chartered Accountants, (ICAI Firm Registration No 317046E),
Statutory Auditors of the Company, has been appointed as statutory auditors of the company at
the Annual General Meeting held on 16.09.2024 for a period of five years up to the conclusion of
the 36^th Annual General Meeting of the Company to be held in the year 2029.

The Company has received a letter from P.K Ajitsaria, & Co., Chartered Accountants (Firm
Registration No. 317046E, Statutory Auditor of the Company on 24.05.2025 stating that their Peer
Review Certificate is going to expire in the next few days and they are not willing to renew the
same due to their personal reason, hence they would not like to be reappointed for the financial
year 2025-26.

The Board of Directors has received the consent from C. K. Chandak & Co, Chartered
Accountants, (Firm Reg. No. 326844E), to act as statutory auditors of the company to hold office
from the conclusion of this meeting until the conclusion of the ensuing Annual General Meeting
held in 2026.

Secretarial Auditors:

Pursuant to the provision of Section 204 of the Companies act 2013 and the companies
(Appointment and Remuneration personnel) Rules 2014, the Company has appointed Mrs. Arti
Vyas, practicing Company Secretary as its Secretarial Auditors to undertake the Secretarial Audit
for the financial year 2024-25. The Secretarial Audit Report certified by our Secretarial Auditors,
in specified form MR-3 is annexed herewith and marked as "Annexure D".

Internal Auditor:

M/s. Heliwal & Associates, Chartered Accountants, has been appointed as the Internal Auditor
of the company.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF
THE COMPANIES ACT 2013:

Details of Loans, Guarantees and investments covered under the provision of section 186 of the
Companies'' Act 2013 are given in the Notes to the financial statements

24. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the company,
confirming that they meet the criteria of independence as provided under section 149(6) of the
Companies Act, 2013.

25. QUALIFICATION OR RESERVATION OR ADVERSE MARK IN STATUTORY AUDITOR''S
REPORT

There is no such qualification or reservation or adverse remark reported by the Statutory
Auditors of the Company and Secretarial Auditor of the Company.

26. RELATED PARTY TRANSACTION

The Company has entered into transaction with the related parties during the year. The Details
of Transaction have been mentioned in Note no. 24 of the Financial Statements.

All related party transactions that were entered into by the Company during the financial year
under review were generally on arms'' length basis and in the ordinary course of business. All
related party transactions are placed before the meeting(s) of Audit Committee for its approval.

27. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy
on prevention, prohibition and redressal of sexual harassment at workplace in line with the
provision of the Sexual Harassment of Woman at workplace (Prevention, Prohibition and
redressal) Act, 2013 and the Rules thereunder for prevention and Redressal of Complaints of
sexual harassment at workplace. The Company has not received any complaint on sexual
Harassment during the financial year 2024-25.

28. DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL, ETC.

As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Statement of Disclosure of Remuneration and such other details as prescribed therein are given
in Annexure-C, which is attached hereto and forms a part of the Directors'' Report.

29. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATION

The Company has received an order from the BSE for Revocation of Suspension in trading of
equity shares of Adhata Global Ltd. (Scrip Code: 531286) w.e.f. November 07, 2024.

30. MAINTENANCE OF COST RECORDS U/S 148 OF THE COMPANIES ACT, 2013

The Provisions of Section 148 (1) pertaining to the maintenance of Cost Records is not applicable
to our Company.

31. REPORTING OF FRAUD BY THE AUDITORS:

In terms of Section 134 (3) of the Companies Act 2013 report by the Board of Directors is required
to include the details in respect of frauds reported by auditors under sub-section 12 of section 143
other than those which are reportable to the Central Government. No such fraud was reported by
the auditor.

32. SECRETARIAL STANDARDS:

During the year under review, Company has complied with all the applicable provisions of
secretarial standards issued by the Institute of Company Secretaries of India.

33. CERTIFICATE BY CHIEF FINANCIAL OFFICER:

A compliance certificate by Chief Financial Officer as required by Regulation 17(8) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached with report as
" Annexure-E".

34. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion & Analysis, as stipulated under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is attached as "Annexure F"
to this Annual Report.

35. ACKNOWLEDGEMENT

Your directors take this opportunity to offer thanks to government and semi government
organizations and bankers for their continued supports and valuable assistance at all times. The
Director also wish to place on record their deep sense of appreciation for the devoted services
rendered by the officers, employees and workers of the Company.

Place: Kolkata For and on behalf of the Board of Directors

Dated: 28.05.2025 Vinay Dalmia Vivek Agarwala

Director Director

DIN: 01219851 DIN: 00595954

---

Mar 31, 2024

Your Directors have pleasure in presenting 31^st Annual Report together with the Audited Statement of accounts for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS (Rs. In Rs.)

Particulars	STANDALONE
Financial Results	For the year ended 31st March 2024	For the year ended 31st March 2023
Sales & Other Income	5,15,82,451/-	10,91,01,300/-
Profit/(Loss) before interest, depreciation & Taxation	(46,81,759)/-	(3,83,29,490)/-
Less: Interest	(28,00,791)/-	(32,79,979)/-
Less: Depreciation	(8,90,328)/-	(13,15,754)/-
Profit/(Loss) before Tax	(83,72,878)/-	(4,29,25,223)/-
Less: Current Tax	-	-
Less: Deferred Tax	8,81,284/-	22,062/-
Profit/Loss after Tax but before Extra-Ordinary Items	(92,54,163)/-	(4,29,47,285)/-
Add/(Less) Other Items	-	-
Profit/Loss after Tax and Extra Ordinary Items	(92,54,163)/-	(4,29,47,285)/-

2. REVIEW OF OPERATIONS

During the period under review, the company has registered revenue of Rs. 4,98,87,158/- as against previous year''s revenue of Rs. 10,48,54,992/- due to poor market and willful restructuring of business. Your company posted Loss after Taxes of Rs (92,54,163)/- as against previous year loss of Rs. (4,29,47,285)/-. Your Directors are continuously looking forward for future growth avenues.

3. DIVIDEND

In view of the losses, your directors have not recommended any dividend for the financial year 20232024.

4. TRANSFER TO RESERVES:

No amount has been transferred to reserves and surplus during the year.

5. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture and associated Companies.

6. MATERIAL CHANGE IN NATURE OF BUSINESS

No material change and commitment have occurred from the date of close to the financial year till the date of this report, which affect the financial position of the companies.

7. CHANGE IN NAME OF THE COMPANY

Pursuant to the provisions of Section 4(4), Section 13 read with Rule 29 of the Companies (Incorporation), Rules, 2014 and other applicable provisions of the Companies Act, 2013, the Registrar of Companies has approved the application for change of name of the Company from M V COTSPIN LIMITED to ADHATA GLOBAL LIMITED w.e.f 30.10.2023.

8. RISK MANAGEMENT

A detailed review of business risk and the corporation''s plan to mitigate them is presented to the Board. The Corporation has been taking steps to mitigate foreseeable business risks. Business risk evaluation and management is an ongoing and continuous process within the Company and regularly updated to the Board.

9. INTERNAL CONTROL SYSYTEM AND ADEQUACY

The Company has proper and adequate system of internal control which is commensurate with the size and the nature of business, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposal and commercial transaction are authorized, recorded and reported correctly. The internal control is supplemented by an extensive program of internal and external audits. The company accords greatest importance to the security of its information assets and has the requisite security controls and checks. Adequate storage and back-up system is maintained to ensure security and availability of data at all times.

10. DIRECTORS AND KEY MANGERAL PERSONNEL

As per the Companies Act 2013, Mr. Vivek Agarwala (DIN- 00595954) Director of the company will retire by rotation at the ensuring AGM and being eligible, has offered himself for reappointment.

Mr. Vinay Dalmia (DIN- 01219851), Mr. Vivek Agarwala (DIN- 00595954), Mr. Sumit Uthra (DIN-00389984) and Mrs. Smita Agarwal (DIN- 00200242) and Mr. Hari Prakash Gupta (DIN:00173929) are the Directors of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are: Mr. Vinay Dalmia Whole time Director, Ms, Vijaya Kumari, Chief Financial Officer and Ms. Bina Padia, Company Secretary of the Company.

11. PUBLIC DEPOSITS

During the year under review, your company has not accepted any deposit within the meaning of provision of Chapter V- Acceptance of Deposits by Companies of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

12. WHISTLE BLOWER POLICY /VIGIL MECHANISM

The Company has a Whistle Blower Policy, which enables its directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy and provides safeguards against victimization of director(s)/employee(s), who avail of the mechanism.

13. CORPORATE SOCIAL RESPONSIBILITY

No CSR policy has been adopted by the company in the current financial year as the same is not applicable to the company.

14. HUMAN RESOURCES

Your Company consider its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficient empowered and such work environment propels them to achieve higher level of performance. The unflinching commitment of the employees is the driving force behind the Company''s vision. Your Company appreciates the spirit of its dedicated employees.

15. DIRECTORS RESPONSIBILITY STATEMENT

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the loss of the Company for the year ended on that date;

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 fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ''going concern'' basis;

e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

16. PARTICULARS OF EMPLOYEES

Since, the company does not fall under the prescribed limit of the aforesaid provisions under Section

197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014. Therefore, this requirement is not applicable to the Company.

17. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/ unclaimed Dividend declared and paid last year, the provisions of

Section 125 of the Companies Act, 2013 do not apply.

18. NO OF BOARD MEETINGS

6 (Six) meetings of the Board of Directors were held during the year.

19. AUDIT COMMITTEE

The Audit Committee Comprises of Mr. Sumit Uthra-Independent Director (DIN-00389984)

chairman of the Committee, Mr. Hari Prakash Gupta- Non-Executive Independent Director (DIN-

00173929) and Mrs. Smita Agarwal (DIN-00200242) as other member.

20. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company identifies the persons, who are qualified to become Directors of the Company / who may be appointed in Senior Management in accordance with the criteria laid down and recommend to the Board their appointment and removal. The Committee also carries out evaluation of every Director''s performance. The Committee has formulated the criteria for determining qualifications, positive attributes, independence of the Director send recommend to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

21. EXTRACT OF ANNUAL RETURN

The details of the extract of the Annual Return in form MGT-9 is annexed herewith and forms part of this report and marked as “Annexure-A”

22. COVERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure ''B'' to the Board''s Report. The Foreign exchange earnings amount to Rs. NIL and foreign Exchange Outgo amount to Rs. 4,06,25,636 /- during the year.

23. AUDITORS:Statutory Auditors:

M/s P. K. AJITSARIA & CO, Chartered Accountants, (ICAI Firm Registration No 317046E), Statutory Auditors of the Company, has been appointed as statutory auditors of the company at the Annual General Meeting held on 10.09.2020 for a period of five years up to the conclusion of the 31^st Annual General Meeting of the Company to be held in the year 2024.

During the year, the Statutory Auditors have confirmed their re-appointment, was in conformity with the limits specified in the said Section.

Secretarial Auditors:

Pursuant to the provision of Section 204 of the Companies act 2013 and the companies (Appointment and Remuneration personnel) Rules 2014, the Company has appointed Mrs. Arti Vyas, practicing Company Secretary as its Secretarial Auditors to undertake the Secretarial Audit for the

financial year 2023-24. The Secretarial Audit Report certified by our Secretarial Auditors, in specified form MR-3 is annexed herewith and marked as “Annexure D”.

Internal Auditor:

Mrs. Jyoti Agarwal, Chartered Accountant, continued to be the Internal Auditor of the company.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT 2013:

Details of Loans, Guarantees and investments covered under the provision of section 186 of the Companies'' Act 2013 are given in the Notes to the financial statements

25. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the company, confirming that they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

26. QUALIFICATION OR RESERVATION OR ADVERSE MARK IN STATUTORY AUDITOR''S REPORT

There is no such qualification or reservation or adverse remark reported by the Statutory Auditors of the Company and Secretarial Auditor of the Company.

2 7. RELATED PARTY TRANSACTION

The Company has entered into any transaction with the related parties during the year. The Details of Transaction have been mentioned in Note no. 24 of the Financial Statements.

All related party transactions that were entered into by the Company during the financial year under review were generally on arms'' length basis and in the ordinary course of business. All related party transactions are placed before the meeting(s) of Audit Committee for its approval.

28. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of the Sexual Harassment of Woman at workplace (Prevention, Prohibition and redressal) Act, 2013 and the Rules thereunder for prevention and Redressal of Complaints of sexual harassment at workplace. The Company has not received any complaint on sexual Harassment during the financial year 2023-24.

29. DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL, ETC.

As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Statement of Disclosure of Remuneration and such other details as prescribed therein are given in Annexure-C, which is attached hereto and forms a part of the Directors'' Report.

30. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATION

There was no instance of any material order passed by the regulators or court or tribunals impacting the going concern status of the company.

31. MAINTENANCE OF COST RECORDS U/S 148 OF THE COMPANIES ACT, 2013

The Provisions of Section 148 (1) pertaining to the maintenance of Cost Records is not applicable to our Company.

32. REPORTING OF FRAUD BY THE AUDITORS:

In terms of Section 134 (3) of the Companies Act 2013 report by the Board of Directors is required to include the details in respect of frauds reported by auditors under sub-section 12 of section 143 other than those which are reportable to the Central Government. No such fraud was reported by the auditor.

33. SECRETARIAL STANDARDS:

During the year under review, Company has complied with all the applicable provisions of secretarial standards issued by the Institute of Company Secretaries of India.

34. CERTIFICATE BY CHIEF FINANCIAL OFFICER:

A compliance certificate by Chief Financial Officer as required by Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached with report as “Annexure-E”.

35. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion & Analysis, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is attached as “Annexure F” to this Annual Report.

36. ACKNOWLEDGEMENT

Your directors take this opportunity to offer thanks to government and semi government organizations and bankers for their continued supports and valuable assistance at all times. The Director also wish to place on record their deep sense of appreciation for the devoted services rendered by the officers, employees and workers of the Company.

---

Mar 31, 1999

The Directors have pleasure in presenting the 6th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 1999.

FINANCIAL HIGHLIGHTS

The working results of the Company for the year under review are as under :

(Rs. in Lacs) 31st March, 1999 31st March, 1998

Turnover & other income 2031.68 1694.90

Operating Profit 273.34 175.16

Less : Interest (227.48) (134.84)

Gross Profit 45.86 40.32

Less : Depreciation (96.84) (12.51) Provision for taxation -- (2.92)

Net Profit/(Loss) (50.98) 24.89

Current year Operations

The Company has posted a turnover of Rs. 20.17 crores during 1998-99, an increase of over 20% over last year. The recessionary trends in the global textile markets continued unabted in the year under review. Inspite of the above conditions the company was able to post higher operating profits at 273.34 lacs against 175.16 lacs last year due to increase in volumes from additional capacity installed and commissioned during 1998-1999.

The cotton crop during the year under review continued to be adversely affected and even though it is estimated to be 16.25 million bales against 14.80 million bales in 1997-98, it is still lower than 17.65 million bales in the year 1996-97. The prices of Indian cotton in the year under review were higher than comparable international cotton prices.

Total exports has increased to Rs. 12.50 crores against Rs. 9.53 in 97-98 an increase of 31%. The Company is committed to focus more on exports and expand global markets which will provide volumes and better reasisation in time to come.

Y2K Preparedness Level

The Directors are glad to report that the areas where Y2K problems will be faced are very limited. Full Y2K compliance is expected to be achieved by September, 1999. An internal team has been formed to address this problem. The expenditure to ensure Y2K compliance is not expected to be significant,

Public Deposits

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

Directors

Shri S. S. Kothari and Shri Arvind Kumar, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo

The information in accordance with the provisions of Section 217(i)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure to the Report and form an integral part thereof.

A. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY :

The Company is making all round efforts for the Conservation of energy, which will reduce consumption of energy in per unit of production. However, no specific investment is contemplated for reduction of Consumption of energy.

B. DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION

(See Rule 2)

a) Research and Development (R & D)

During the year under review no significant research work has been undertaken by the Company.

Benefits Derived

Not Applicable.

b) Technology absorption, adaptation and innovation effort

The Company has installed the latest state-of-art imported Plant & Machinery at its unit to produce a superior quality product.

Benefits

Consequent to installation of latest plant & machinery, the Company produced good quality of cotton yarn which is well accepted in the premium segment both in domestic as well as in international market.

c) Foreign Exchange Earnings and Outgo

(Amount in Rs.)

Current Year Previous Year 1998-99 1997-98

1. Foreign Exchange earned Export of Cotton Yarn (FOB. Value) 84,799,576 51,278,314

2. Expenditure in foreign Currency Capital Goods (C.I.F. Value) -- 29,881,875 Spare Parts (C.I.F. Value) 2,089,110 316,464 Travelling Expenses 250,746 401,370

Export Commission 48,019 1,660,504

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Mar 31, 1998

The Directors have pleasure in presenting the 5th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 1998.

FINANCIAL HIGHLIGHTS

The working results of the Company for the year under review are as under :

(Rs. in Lacs) 31st March, 1998 31st March, 1997

Turnover & other income 1694.90 1744.55 Operating Profit 175.16 267.91 Less : Interest (134.84) (126.19) Gross Profit 40.32 141.72 Less : Depreciation (12.51) (110.09) Provision for taxation (2.92) (3.48)

Net Profit/(Loss) 24.89 28.15

Current year Operations

The fiscal year 1997-98 has not been good for the Industry in general. Particularly the textile Industry has passed through a phase of sluggish demand, high input Cost and extreme instability in the Overseas markets which has lead to recession in the industry. Therefore, your Company, being a part of this industry is no exception and has been effected adversely.

This is reflected by the operating margins which has come down to 9.1% from 15% last year. During the year your Company has earned an operating profit of Rs. 174 lacs against Rs. 267.91 lacs last year. The Directors of the Company are confident that in the current year profitability should improve considering benefit of increased capacity accruing this year and also due to fall in input cost forecasted.

Expansion

The Company has successfully commenced commercial production of expanded capacity from April, 1998 after a delay of 6 months from the original time schedule. Now the capacity of the plant stand at 720 rotors.

Overview of the Industry

During the years, particularly the second half of the financial year, the input cost increased steeply thereby affecting the fortune of the company adversely. This was due to the fact that there was a large scale destruction in the cotton crop and the total size of the crop has fallen from the expected level of 178 lacs bales to over 145 lacs bales. Coupled with this, the South East Asian crisis resulted in disappearance of a large market suddenly causing acute pressure on yarn prices due to lower overall demand.

With addition in capacity the company has been able to achieve better economies of scale. An anticipated good crop this season should lower input cost substantially. The combined effect of higher volume and a lower input cost should improve profitability in the current fiscal.

Profitability project vis a vis achieved

The information required to be stated in terms of clause 43 of the listing agreement is given hereunder :

(Rs. in Lacs) Projections for Actual for the the year ended year ended 31st March, 1998 31st March, 1998 Net Sales - 2010 1681.01 Profit/(Loss)after tax - 174 24.89

Public Deposits

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

Directors

Shri S. K. Jain and Smt. Vasanti A. Pai Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Auditors & Auditor's Report

M/S. P.K. Ajitsaria & Co., Chartered Accountants, Calcutta the present auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The observation made in the Auditor's Report read with notes of accounts are self explanatory.

Particulars of Employees

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 regarding employees and forming part of this report is furnished in the Annexure to this Report.

Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo

The information in accordance with the provisions of Section 217(i)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure to the Report and form an integral part thereof.

C. DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION

Form No. B

(See Rule 2)

a) Research and Development (R&D)

During the year under review no significant research work has been undertaken by the Company.

Benefits Derived

Not Applicable.

b) Technology absorption, adaptation and innovation effort

The Company has installed the latest state-of-art imported Plant & Machinery at its unit to produce a superior quality product.

Benefits

Consequent to installation of latest plant & machinery, the Company produced good quality of cotton yarn which is well accepted in the premium segment both in domestic as well as in international market.

c) Foreign Exchange Earnings and Outgo

(Amount in Rs.) Current Year Previous Year 1997-98 1996-97

1. Foreign Exchange earned Export of Cotton Yarn (F.O.B. Value) 51,278,314 38,661,314

2. Expenditure in foreign Currency Capital Goods (C.I.F. Value) 29,881,875 5,711,656 Spare Parts (C.I.F. Value) 316,464 1,587,545 Travelling Expenses 401,370 59,389 Export Commission 1,660,504 792,987

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Mar 31, 1997

Your Directors have pleasure in presenting the 4th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 1997.

FINANCIAL HIGHLIGHTS

The working results of the Company for the year under review are as under : (Rs. in Lacs)

31st March, 1997 31st March, 1996

Turnover & other income 1744.55 52.15 Operating Profit 267.91 0.03 Less : Interest (126.19) (7.39) Gross Profit 141.72 (7.36) Less : Depreciation (110.09) (4.68) Provision for taxation (3.48) -

Net Profit/(Loss) 28.15 (12.04)

The figures for previous year are not comparable with current year as it represents the figure for one month's operation only.

Current year Operations

This is the first full year of operations of the Company and during this year the unit has achieved an overall capacity utilisation of 82.2% and recorded a turnover of Rs. 1740.39 lacs including total exports of Rs. 477.06 lacs. The Company has earned an operating profit of Rs. 267.91 lacs during the year under review. The Directors of the Company are confident that in the coming year the profitability shall improve with better capacity utilisation and commissioning of additional spinning capacity from the second half of the year 1997-98.

Expansion

The Company has undertaken an expansion programme to increase the capacity of plant from 480 rotors to 720 rotors per annum to produce an additional 1377 MT per annum of 7's single count yarn. With this expansion the Company will derive the benefit of lower production cost which will directly affect the profitability of the Company. It is expected that production under expansion will commence from October, 1997.

Overview of the Industry

During the years, the input prices have remained fairly stable due to substantial increase in cotton crop output. It is expected that this trend should continue in view of favourable monsoons predicted in future. Yarn exports are also encouraging from India. Overall future outlook appears to be promising for this industry.

Profitability projects vis a vis achieved

The information required to be stated in terms of clause 43 of the listing agreement is given hereunder : (Rs. in Lacs) Projections for Actual for the the year ended year ended 31st March, 1997 31st March, 1997

Net Sales 1787 1740.39 Profit/(Loss)after tax 131 28.15

Public Deposits

The Company has not accepted any deposit from the Public during the year under review.

A. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY :

The Company is making all round efforts for the Conservation of energy, which will reduce consumption of energy in per unit of production. However, no specific investment is contemplated for reduction of Consumption of energy.

B. DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION

Form No. B

A) Research and Development (R&D)

During the year under review no significant research work has been undertaken by the Company.

Benefits Derived

Not Applicable.

B) Technology absorption, adaptation and innovation

Effort

The Company has installed the latest state-of-art imported Plant & Machinery at its unit to produce a superior quality product.

Benefits

Consequent to installation of latest plant & machinery, the Company produced good quality of cotton yarn which is well accepted in the premium segment both in domestic as well as in international market.

C) Foreign Exchange Earnings and Outgo (Amount in Rs.) Current Year Previous Year 1996-97 1995-96 1. Foreign Exchange earned Export of Cotton Yarn (F.O.B.) 38,661,314 Nil

2. Expenditure in foreign Currency Capital Goods (C.I.F. Value) 5,711,656 62,619,097 Spare Parts (C.I.F. Value) 1,587,545 Nil Travelling Expenses 59,389 35,580 Export Commission 792,987 Nil.

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Mar 31, 1996

Not available as information is taken from 1996-97 Annual Report.