Directors Report of Amin Tannery Ltd.

Mar 31, 2025

The Directors of your Company have pleasure in presenting the 12th Annual Report on the business and operations
of the Company together with Audited Financial Statements for the year ended 31st March 2025:

FINANCIAL RESULTS	Year Ended 31.03.2025 (Rs. in Lacs)		Year Ended 31.03.2024 (Rs. in Lacs)
PROFITS:
Profit before Interest, Depreciation & extra-ordinary items		267.86		295.07
Less: Interest	137.20		158.63
Depreciation	91.72		88.79
Exchange Fluctuation Loss/(gains)	000		000
Bad Debts written off	000	228.92	00	247.42
Profit before tax		38.94		47.65
Less: Provision for current tax	19.58		18.00
Provision for deferred tax	(9.74)	9.84	(6.29)	11.71
Tax Adjustment relating to earlier year
Profit after tax		29.10		35.94
Add:			2.87
Re-measurement of defined benefit plans	3.09		(0.72)	2.15
Income Tax related to items that will not be re-classified to profit or loss	(0.78)	2.31
Total Comprehensive Income for the period		31.41		38.09

NOTE : Figures of the previous year have been re-grouped/re-arranged in order to make them comparable.

1. DIVIDEND:

The Board of Directors of your Company have not recommended dividend for the year ended 31st March, 2025.

2. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return as provided under sub-section (3) of Section 92 of the Companies Act, 2013 (‘the Act'') in
prescribed form MGT-9 is uploaded on Company website www.amintannery.in.

3. OPERATIONAL REVIEW:

During the year under review, the income from operation of the company Rs. 4717.72 lacs as compared to last
year Rs. 5264.34 lacs and P B T is 47.65 lacs, against 51.01 lacs in last year shows a marginal decline in
turnover as well as PBT.

4. PRESENTATION OF FINANCIAL STATEMENTS:

The financial statements of the Company for the year ended 31st March 2025 have been disclosed as per Division II of
Schedule III to the Act.

5. SUBSIDIARY COMPANIES:

During the year under review Company has no subsidiary.

6. INDUSTRIAL RELATIONS:

During the period industrial relations have been extremely cordial. Employees cooperation and co-ordination had
been an important factor in the growth of the organization.

7. FIXED DEPOSITS:

The Company has not accepted /renewed any deposit during the year under review, under the provisions of the
Companies Act, 2013 and the rules framed thereunder.

8. MATERIAL CHANGES AFFECTING THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company between the
end of financial year and date of reports. There has been no change in the nature of business of the Company.

9. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business during the financial year.

10. SECRETARIAL STANDARDS:

The Company has complied with the requirements prescribed under the Secretarial Standards on:

• Meetings of the Board of Directors (SS-1)

• General Meetings (SS-2)

• Dividend (SS-3)

• Report on Board of Directors (SS-4).

11. INTERNAL FINANCIAL CONTROLS:

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.

12. HUMAN RESOURCES MANAGEMENT:

Employees are vital to the Company. We have created a favorable work environment that encourages humble
relationship. We have also set up a scalable recruitment and human resources management process, which enables
us to attract and retain high caliber employees. The Company also has started with collaboration of UP Leather
Industries Association a training centre for recruiting trained labors.

13. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL ACT, 2013:

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual
working for the Company through various intervention and practices. It is the continuous endeavor of the
Management of the Company to create and provide an environment to all its employees that is free from
discrimination and harassment including Sexual harassment.

During the year ended 31st March 2025, no complaint pertaining to sexual harassment was received by the Company.
However, company has no women employees during the year under review.

14. PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES:

There were 166 permanent employees with the Company as on 31st March, 2025. The percentage increase in
remuneration, ratio of remuneration of each director and Key Managerial Personnel (KMP) to the median of
employee''s remuneration, and the list of top 10 employees in terms of remuneration drawn, as required under section
197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 form part of Annexure II to this Board Report.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, and FOREIGN EXCHANGE EARNING &
OUTGO:

The particulars of Energy Conservation, Technology Absorption etc. pursuant to Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are set out in the Annexure forming part of this
Report.

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

No significant or material orders were passed by the Regulators or Courts or Tribunals during the year under review.

17. WHISTLE BLOWER POLICY/VIGIL MECHANISIM:

To create enduring value for all stakeholders and ensure the highest level of honesty, and ethical behavior in all its
operations, the Company has formulated a Vigil Mechanism named as AMIN Whistle Blower Policy'' in addition to the
existing code of conduct that governs the action of its employees. This Whistleblower policy aspires to encourage all
employees to report suspected or actual occurrence(s) of illegal, unethical or inappropriate events (behaviors or
practices) that effect Company''s interest/image. A copy of the policy is available on the website of the Company and
may be accessed through the web link: htpp;//amintannery.in.

18. DIRECTORS & KMP:

In terms of Article 125 of the Article of Association of the Company, Mr. Iftikharul Amin retire by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for his re-appointment. Brief resume of all the Directors,
their expertise in specific functional areas and names of other companies in which Directorship held and the
membership of committee of the Board as stipulated under the Listing Agreement are given in Corporate Governance
Annexure, attached to this report.

19. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of the Company confirming that they meet
with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

20. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the financial year pursuant to the provisions of Regulation 25 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
Schedule IV to the Companies Act, 2013. The Meeting of the Independent Directors was conducted without the
presence of the Chairman, other Non-Independent Directors and the Management team of the Company.

21. NUMBER OF MEETINGS OF THE BOARD:

During the year four board meetings are held during the financial year in accordance of relevant provisions.

22. COMMITTEES OF THE BOARD:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

• Investor''s Grievances Committee

• Corporate Social Responsibility Committee

23. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

For the purpose of selection of any Director, the Nomination & Remuneration Committee identifies persons of integrity
who posses'' relevant expertise, experience and leadership qualities required for the position and also takes into
consideration recommendation, if any received from any member of the Board. The Committee also ensures that the
incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act,
2013 or other applicable laws.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for Selection,
Appointment and Remuneration of Directors & Senior Management.

The Remuneration Policy of the Company is disclosed in the Corporate Governance Report, which forms a part of the
report.

24. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

In compliance with the requirements of Regulation 27 of the Listing Agreement, the Company has put in place a
Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles rights
responsibilities in the Company, nature of the Company in which company operates, business model etc.

25. REPORT ON CORPORATE GOVERNANCE:

Pursuant to Regulation 27 of the Listing Agreement, a report on Corporate Governance is given in Annexure to this
report.

26. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) read with Section 134(3) (c) of the Companies Act, 2013 with
respect to Director''s Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the annual accounts for the financial year ended 31st March 2025, the applicable

accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company at the end of the financial year and of the profit or loss of the Company for that
period;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2025 on a going
concern basis.

27. AUDITORS:

M/s. Kapoor Tandon & Company, Chartered Accountants, Kanpur (Registration No: 000952C) the Statutory Auditor of
the Company are retiring at the ensuing Annual General Meeting and being eligible, we recommend their re¬
appointment, they have furnished a certificate to the effect that their re-appointment if made will be in accordance with
the provisions of the Companies Act, 2013. The Board of Directors recommended their appointment.

28. COST AUDITOR:

As the requirement of Cost Audit report does not applicable to the Company as per MCA Circular. Hence no Cost
Auditor was appointed and no report was filed.

29. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s K.N Shridhar & Associates,
Practising Company Secretary, Kanpur to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as “Annexure B”

30. INTERNAL AUDITOR:

Mr. Athar Sartaj is been appointed as the internal auditor of the company in accordance with the Companies Act, 2013.

31. QUALIFICATION, RESERVATION OR ADVERSE REMARK:

The Audit Report and the Secretarial Audit Report for the financial year 2024-25 does not contain any qualification,
reservation or adverse remark by the Auditors.

32. LOANS, GURANTEES & INVESTMENTS:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

33. RELATED PARTY TRANSACTIONS:

The policy on Related Party Transactions as approved by the Audit Committee and Board of Directors is available on
the website of the Company www.amintannery.in.

All contracts/arrangements entered by the Company during the previous financial year with the related parties were in
the ordinary course of business and on arm''s length basis. The Audit Committee and the Board of Directors reviewed
the transaction (which is repetitive in nature) and the Audit Committee granted approval for such transactions.

The disclosures as required under AS-18 have been made in notes forming part of the financial statement. The
particulars of contracts or arrangements entered in to by the company with related parties referred to in sub-section (1)
of Section 188 of the companies Act, 2013 has been disclosed in Form No.AOC-2 which is annexed hereto.

34. AUDITOR’S REPORT:

The comments of the Auditors in their Audit Report and reference to “Notes on Accounts” forming part of the Financial
Results are self explanatory and need no further comments.

35. FRAUD REPORTING:

During the year under review no instances of fraud were reported by the Statutory Auditors of the Company.

36. LISTING FEES:

Your Company has paid requisite Annual Listing Fees to BSE Limited (BSE) the Stock Exchange where its securities
are listed.

ACKNOWLEDGEMENT:

Your directors would like to express their gratitude and appreciation for the continued support and co-operation
received from State Bank of India, Central & State Government Authorities, Regulatory Bodies, Stock Exchanges and
Shareholders.

Your directors wish to place their deep sense of appreciation on record for the devoted services of the officers, staff
and workers of the Company.

On behalf of the Board of Directors

Place: KANPUR MR. VEQARUL AMIN MR. IFTIKHARUL AMIN

Date: 13.08.2025 Managing Director Director

DIN:00037469 DIN:00037424

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Mar 31, 2024

The Directors of your Company have pleasure in presenting the 11 th Annual Report on the business and operations of
the ComDanv together with Audited Financial Statements for the year ended 31 st March 2024:

FINANCIAL RESULTS			Year ended 31.03.2024 Rs in lacs		Year ended 31.03.2023 Rs in lacs
PROFITS:
Profit before Interest, Depreciation & extra-ordinary items			295.07		335.16
Less:	Interest	158.63		164.22
	Depreciation	88.79		119.93
	Exchange Fluctuation Loss/(gains)	000		000
	Bad Debts written off	000	247.42	000	284.15
Profit before tax			47.65		51.01
Less:	Provision for current tax	18.00		26.00
	Provision for deferred tax Tax adjustment relating to earlier year	(6.29)	11.71	<11.331	14.67
Profit after tax			35.94		36.34
Add:	Re-measurement of defined benefit plans	2.87		5.17
	Income Tax related to items that will not be re-classified to profit or loss	1072)	2.15	(135)	3.82
Total	comprehensive income for the period		38.09		40.16

NOTE : Figures of the previous year have been re-grouped/re-arranged in order to make them comparable.

DIVIDEND: The Board of Directors of your Company have not recommended dividend for the year ended 31 st March,
2024.

EXTRACT OF ANNUAL RETURN: The extract of Annual Return as provided under sub-section (3) of section 92 of
the Companies Act, 2013 ( ''the Act'') in prescribed form MGT-9 is uploaded on company’s website
www.amintannery.in.

OPERATIONAL REVIEW: During the year under review, the income from operation of the company Rs. 4717.72 lacs
as compared to last year Rs. 5264.34 lacs and P B T is 47.65 lacs, against 51.01 in last year shows a marginal decline
in turnover as well as PBT.

SUBSIDIARY COMPANIES: During the year under review Company has no subsidiary.

INDUSTRIAL RELATIONS: During the period industrial relations have been extremely cordial. Employees''
cooperation and co-ordination had been an important factor in the growth of the organization.

FIXED DEPOSITS: The Company has not accepted/renewed any deposit during the year under review, under the
provisions of the Companies Act 2013 and the rules framed thereunder.

MATERIAL CHANGES AFFECTING THE COMPANY: There have been no material changes and commitments
affecting the financial position of the Company between the end of financial year and date of Reports There has been
no change in the nature of business of the Company.

SECRETARIAL STANDARDS: The Directors state that the Secretarial standards i.e., SS-1, SS-2. SS-3 and SS-4
relating to Meetings of the Board of Directors, General Meeting, Dividend and Report of Board of Directors
respectively. Have been duly followed by the Company.

INTERNAL FINANCIAL CONTROLS: 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.

HUMAN RESOURCES MANAGEMENT: Employees are vital to the Company. We have created a favorable work
environment that encourages humble relationship. We have also set up a scalable recruitment and human resources
management process, which enables us to attract and retain high caliber employees. The Company also has started
with collaboration of UP Leather Industries Association a training centre for recruiting trained labors.

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

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual
working for the Company through various intervention and practices. It is the continuous endeavor of the
Management of the Company to create and provide an environment to all its employees that is free from
discrimination and harassment including Sexual harassment.

During the year ended 31 March 2024, no complaint pertaining to sexual harassment was received by the Company.
However, company has no women employees during the year under review.

GLOBAL HEALTH PANDEMIC FROM COVID-19: The World Health Organization declared a global pandemic of the
Novel Coronavirus disease (Covid-19) on February 11,2020. In enforcing social distancing to contain the spread of
the disease, our officers and employees have been operating with effective measures for a period of time. To
effectively respond and manage our operations through this crisis, the company triggered its business continuity
management program, chaired by the Chief Operating Officer. In keeping with its employee-safety-first approach.

PARTICULARS OF EMPLOYEES: A statement of particulars of employees as specified under the Companies Act,
2013 as amended from time to time, is set out in the Annexure forming part of Directors'' Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, and FOREIGN EXCHANGE EARNING &
OUTGO: The particulars of Energy Conservation, Technology Absorption etc. pursuant to Section 134(3) (m) of the
Companies Act. 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are set out in the Annexure forming
part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS: No

significant or material orders were passed by the Regulators or Courts or Tribunals during the year under review.

WHISTLE BLOWER POLICY/VIGIL MECHANISIM: To create enduring value for all stakeholders and ensure the
highest level of honesty, and ethical behavior in all its operations, the Company has formulated a Vigil Mechanism
named as AMIN Whistle Blower Policy'' in addition to the existing code of conduct that governs the action of its
employees. This Whistle blower policy aspires to encourage all employees to report suspected or actual
occurrence(s) of illegal, Unethical or inappropriate events (behaviors or practices) that effect Company''s
interest/image. A copy of the Policy is available on the website of the Company and may be accessed through the web
link: https://amintannery.in.

DIRECTORS & KMP: In terms of Article 125 of the Articles of Association of the Company, Mr. Iqbal Ahsan retire by
rotation at the ensuing Annual General Meeting and being eligible, offers himself for his re-appointment. Brief resume
of all the Directors, their expertise in specific functional areas and names of other companies in which Directorship

held and the membership of committee of the Board as stipulated under the listing Agreement are given in corporate
governance annexure, attached to this report.

DECLARATION BY INDEPENDENT DIRECTORS: The Company has received declaration from all the Independent
Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section
(6) of section 149 of the Companies Act, 2013.

POLICYON DIRECTORS’APPOINTMENT AND REMUNERATION: For the purpose of selection of any Director, the
Nomination &Remuneration Committee identifies persons of integnty who posses'' relevant expertise, experience and
leadership qualities required for the position and also takes into consideration recommendation, if any received from
any member of the Board. The Committee also ensures that the incumbent fulfills such other criteria with regard to age
and other qualifications as laid down under the Companies Act.2013 or other applicable laws.

The Board has, on the recommendation of the Nomination &Remuneration Committee framed a policy for selection,
appointment and remuneration of Directors &senior Management

The Remuneration policy of the Company is disclosed in the Corporate Governance Report, which forms a part of the
report.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS: In compliance with the requirements
of Regulation 27 of the listing Agreement, the Company has put in place a Familiarization Programme for the
Independent Directors to familiarize them with the Company, their roles rights responsibilities in the Company, nature
of the Company in which Company operates, business model etc.

REPORT ON CORPORATE GOVERNANCE: Pursuant to Regulation 27 of the Listing Agreement, a report on
Corporate Governance is given in Annexure to this report.

DIRECTORS’ RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 134(5) read with section
134(3)( c) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the annual accounts for the financial year ended 31st March 2024, the applicable
accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company at the end of the financial year and of the profit or loss of the Company for that
period;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2024 on a going
concern basis.

AUDITORS: M/s. Kapoor Tandon & Company Chartered Accountants Kanpur (Registration No 000952C) the
Statutory Auditors of the Company are retiring at the ensuing Annual General Meeting and being eligible, we
recommend their re-appointment, they have furnished a certificate to the effect that their re-appointment if made will
be in accordance with the provisions of the Companies Act,2013. The Board of Directors recommend their
appointment.

COST AUDITOR: As the requirement of Cost Audit report does not applicable to the Company as per MCA circular.
Hence no Cost Auditor was appointed and no report was filed.

SECRETARIAL AUDITORS: Pursuant to the provisions of section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed
M/S K.N. Shridhar, & Associates. Company secretary Kanpur to undertake the secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as "annexure B"

The Audit Report and the Secretarial Audit Report for the financial year 2023-24 does not contain any qualification,
reservation or adverse remark by the Auditors.

LOANS, GUARANTEES & INVESTMENTS:

The particulars of Loans, guarantees and investments have been disclosed in the financial statements.

RELATED PARTY TRANSACTIONS:

The policy on Related Party Transactions as approved by the audit Committee and Board is available on the website
of the Company www.amintannery.in.

All contracts/arrangements entered by the Company during the previous financial year with the related parties were in
the ordinary course of business and on arm''s length basis. The Audit Committee and the Board of Directors reviewed
the transaction (which is repetitive in nature) and the Audit Committee granted approval for such transactions.

The disclosures as required under AS-18 have been made in notes forming part of the financial statement. The
particulars of contracts or arrangements entered in to by the company with related parties referred to in sub-section (1)
of section 188 of the companies Act, 2013 has been disclosed in Form No. AOC-2 which is annexed hereto.

AUDITORS’REPORT:

The comments of the Auditors in their Audit Report and reference to "Notes on Accounts” forming part of the Financial
Results are self explanatory and need no further comments.

ACKNOWLEDGMENT:

Your directors would like to express their gratitude and appreciation for the continued support and co-operation
received from State Bank of India, Central & State Government Authorities. Regulatory Bodies, Stock Exchanges and
Shareholders.

Your directors wish to place their deep sense of appreciation on record for the devoted services of the officers, staff
and workers of the Company.

On behalf of the Board of Directors

Place: KANPUR VEQARULAMIN IFTIKHARULAMIN

Date: 13.08.2024 Managing Director Director