Your directors take pleasure in presenting the 53^rd Annual Report of the Company together with the Audited
Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS:

The Company’s financial performance for the financial year ended 31^st March 2025 is summarized below:

2. AUTOMOBILE INDUSTRY SCENARIO:

India enjoys a strong position in the global heavy
vehicles market as it is the largest tractor producer,
second-largest bus manufacturer and third-largest
heavy truck manufacturer in the world. India’s
automobile sector is split into four segments i.e.
two-wheelers, three-wheelers, passenger vehicles
and commercial vehicles, each having a few market
leaders. Two-wheelers and passenger vehicles
dominate the domestic demand.

In terms of market size, the Indian passenger car
market was valued at US$ 32.70 billion in FY21, and
it is expected to reach a value of US$ 54.84 billion by
FY27 while registering a CAGR of over 9% between
2022-27. The global EV market was estimated at
approximately US$ 250 billion in FY21 and by FY28 it
is projected to grow by 5 times to US$ 1,318 billion.

3. OPERATIONS:

India has a strong market in terms of domestic
demand and exports. India's electric vehicle market
is anticipated to expand at a CAGR of28.52% to attain
H 1,54,896 Crore (US$ 18.32 billion) by CY29 from
H 44,135 Crore (US$ 5.22 billion) in CY24. In March
2025, the total production of passenger vehicles,
three-wheelers, two-wheelers, and quadricycles
was 24,76,915 units.

During FY25, the total production of passenger
vehicles, commercial vehicles, three-wheelers, two-
wheelers, and quadricycles was 3,10,34,174 units.
India accomplished a significant milestone, with the
sale of more than 20 Lakh Electric Vehicles in FY25.

During the financial year under review, on
standalone basis, the Company generated
total revenue of H 28,198.04 Lakh (previous year

H 25,946.29 Lakh) and Net profit (after tax) earned was H 1,107.84 Lakh (previous year H 884.98 Lakh). During the
financial year under review, on consolidated basis, the Company has generated total revenue of H 37,985.69
Lakh (previous year H 31,556.50 Lakh) and earned Net profit (after tax) of H 1,436.84 Lakh (previous year
H 1,331.96 Lakh)

4. EXPORTS:

During the financial year under review, exports were at H 4,546.97 Lakh as compared to H 4,488.16 Lakh in
the previous year.

5. CREDIT RATING:

ICRA Limited has reaffirmed the following credit ratings for Company’s long term and short term credit facilities:

6. DIVIDEND AND TRANSFER TO RESERVES:

Your directors have pleasure in recommending
payment of dividend of H 0.30 per Equity Share (15%)
having face value of H 2/- each (previous year H 0.30
per Equity Share (15%) having face value of H 2/- each)
for the financial year ended 31^st March, 2025. This will
absorb total cash outflow of H 104.64 Lakh (previous
year H 104.64 Lakh). The dividend, if approved, will be
paid to those members whose names shall appear
on the Register of Members / List of Beneficial
Owner on Friday, 12^th September, 2025.

During the financial year under review, the Company
has not transferred any amount to reserves.

7. SHARE CAPITAL OF THE COMPANY:

During the financial year under review, there was
no change in share capital of the Company.

The Company sub-divided nominal value of its
Equity Shares from H 10/- (Rupees Ten only) each
per Equity Share to H 2/- (Rupees Two only) each and
consequently altered Clause V - Capital Clause of
its Memorandum of Association by passing Special
Resolution thereof in the Extra-ordinary General
Meeting of its members held on 29^th March, 2024.
The sub-divided equity shares having nominal value
of H 2/- (Rupees Two only) each were credited to the
demat accounts / share certificates were issued to
the shareholders holding shares as on 5^th July, 2024,
the Record date fixed for the purpose.

As on 31^st March, 2025, the Authorized Share Capital
of the Company stood at H 12,00,00,000/- (Rupees
Twelve Crore only) divided into 6,00,00,000 (Six
Crore) Equity Shares of H 2/- (Rupees Two) each and
the issued, subscribed and paid-up share capital
of the Company stood at H 6,97,57,570/- (Rupees Six
Crore Ninety Seven Lakh Fifty Seven Thousand Five

Hundred and Seventy only) divided into 3,48,78,785
(Three Crore Forty Eight Lakh Seventy Eight
Thousand Seven Hundred and Eighty Five) Equity
Shares of H 2/- (Rupees Two only) each.

8. CHANGE IN THE NATURE OF BUSINESS OF
THE COMPANY:

There was no change in the nature of business
activities of the Company during the financial
year under review.

9. MATERIAL CHANGES AND COMMITMENTS,
IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED
BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THESE 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
these Financial Statements relate and the date of
this report except the following:

The Board of Directors of the Company, in its
meeting held on 9^th April, 2025, approved acquisition
of 51.01% stake in Astro Motors Private Limited
(“Astro Motors”) in following manner:

a. By subscribing for 62,500 (Sixty-Two Thousand
Five Hundred) new Equity Shares of H 10/-
each for cash at a price of H 1,600/- (Rupees
One Thousand Six Hundred only) per share
aggregating to H 10.00 Crore (Rupees Ten
Crore only) to be issued and allotted on
preferential basis; and

b. By acquiring 26,400 Equity Shares of H 10/-
each from the existing promoters of Astro
Motors, consideration to be paid by issue and
allotment of 3,19,994 (Three Lakh Nineteen
Thousand Nine Hundred Ninety-Four) new
Equity Shares of H 2/- (Rupees Two only) each
of the Company to be issued on preferential
basis at a price of H 132/- (Rupees One Hundred
Thirty-Two only) per share.

The aforesaid issue and allotment of 3,19,994 new
Equity Shares of H 2/- (Rupees Two only) each of
the Company at a price of H 132/- per share on
preferential basis was approved by the members
of the Company in their 01/2025-26 Extra Ordinary
General Meeting held on 6^th May, 2025.

However, the Board of Directors, at its meeting
held on 4^th August, 2025, decided to cancel the
acquisition of 26,400 Equity Shares of H 10/- each
from the existing promoters of Astro Motors
consideration to be paid by issue and allotment of

3,19,994 new Equity Shares of H 2/- each, due to delay
in setting up of the assembly line.

After cancellation of acquisition of 26,400 Equity
Shares of H 10/- each and investment made for
62,500 Equity Shares aggregating to H 10.00 Crore
as aforesaid, the Company holds 35.86% Equity
Shares of Astro Motors. Accordingly, Astro Motors
has become Associate of the Company.

10. SUBSIDIARY, JOINT VENTURE AND
ASSOCIATE COMPANIES:

The Company and Daiichi Infotainment Systems
Private Limited, incorporated a Joint Venture
Company viz. ‘Daiichi Remsons Electronics Private
Limited’, having Corporate Identity Number (CIN):
U32204PN2024PTC230535 on 28^th April, 2024, with a
capital ratio of 50:50 respectively, with the Registrar
of Companies, Pune, Maharashtra.

The Company entered into a Joint Venture
Agreement on 14^th February, 2024 (‘JV Agreement’)
with Uni Automation (India) Private Limited, and
its promoters viz. Mr. Vidyadhar Mahajan and
Mr. Niranjan Mahajan, to acquire automotive
sensor business of Uni Automation (I) Pvt. Ltd. In
terms of the said JV Agreement, Mr. Vidyadhar
Mahajan and Mr. Niranjan Mahajan incorporated
a company viz. ‘Remsons- Uni Autonics Private
Limited’, having Corporate Identity Number (CIN):
U29304MH2024PTC422366 on 28^th March, 2024 with
the Registrar of Companies, Mumbai, Maharashtra.

Further, as per the terms of said JV Agreement, the
Company acquired 5,500 (55%) Equity Shares of
H 10/- each of Remsons-Uni Autonics Private
Limited from Mr. Vidyadhar Mahajan and
Mr. Niranjan Mahajan. Consequently, Remsons-Uni
Autonics Private Limited became subsidiary of the
Company w.e.f. 2^nd May, 2024.

Remsons Holding Ltd., wholly owned subsidiary
of the Company acquired 51% shareholding in
BEE Lighting Ltd. pursuant to the Share Purchase
and Share Holders Agreement dated 18^th October
2024. Consequently, the BEE Lighting Ltd. became
stepdown subsidiary of the Company w.e.f.
18^th October, 2024.

As on 31^st March, 2025, the Company had one
Indian subsidiary viz. Remsons-Uni Autonics Private
Limited, one foreign wholly owned subsidiary viz.
Remsons Holding Ltd., UK, three foreign step-
down subsidiaries viz. Remsons Properties Ltd.
(earlier known as “Woolford Properties Ltd.”), UK,
Remsons Automotive Ltd. (formerly known as
“Magal Automotive Ltd.”),UK and Bee Lighting Ltd,
UK and two Joint ventures viz. Aircom Remsons
Automotive Pvt. Ltd. and Daiichi Remsons
Electronics Private Limited.

None of the subsidiary companies are material
subsidiary within the meaning of ‘material
subsidiary’ as defined under the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”).

Pursuant to the provisions of Section 129(3)
of the Companies Act 2013 (Act), a statement
containing salient features of the financial
statements of said subsidiaries and joint
venture in Form No. AOC - 1, is annexed as
Annexure - I and forms part of this report.

Pursuant to the provisions of Section 136 of the
Act, the Financial Statements of the Company
including Consolidated Financial Statements along
with relevant documents and separate Audited
Financial Statements of the aforesaid subsidiary
companies are also made available on the website
of the Company viz. www.remsons.com.

Further, the Company incorporated subsidiary
company, namely, Remsons Edge Technologies
Private Limited on 28^th May, 2025 having Corporate
Identity Number (CIN): U30201MH2025PTC449363
to engage in the business of manufacturing of
Brake Slack Adjuster, Air Brake components of
Wagons, Defense Brake and Steering Systems for
Battel Vehicle Industries and subscribed for 51%
stake i.e. 76,500 Equity Shares of H 10/- each.

The Company made investment of H 10.00 Crore in
Astro Motors Private Limited for acquiring 35.86%
stakes. Consequently, Astro Motors Private Limited
has become associate of the Company w.e.f.
9^th April, 2025.

11. CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of Sections 129 and 133
of the Act read with the Companies (Accounts)
Rules, 2014 and as required under Regulation 34 of
the Listing Regulations, the Company has prepared
Consolidated Financial Statements consolidating
financial statements of Remsons-Uni Autonics
Private Limited, subsidiary Company, Remsons
Holding Ltd., UK, wholly owned subsidiary, Remsons
Properties Ltd. (formerly known as “Woolford
Properties Ltd.”), UK, Remsons Automotive Ltd.
(formerly known as “Magal Automotive Ltd.”), UK,
and Bee Lighting Ltd, UK, step down subsidiaries of
the Company, Aircom Remsons Automotive Pvt. Ltd.
and Daiichi Remsons Electronics Private Limited,
Joint ventures with its financial statements in
accordance with the applicable provisions of Indian
Accounting Standards (“Ind-AS”). The Consolidated
Financial Statements along with the Independent
Auditors’ Report thereon are annexed and form
part of this report.

The summarized consolidated financial position is
provided above in point no. 1 of this report.

12. PUBLIC DEPOSITS:

During the financial year under review, the Company
has not accepted or renewed any deposits from
public within the meaning of Sections 73 and 76 of
the Act, read with the Companies (Acceptance of
Deposits) Rules, 2014.

13. LISTING:

The Equity Shares of the Company are listed on
BSE Ltd. (“BSE”) and National Stock Exchange of
India Limited (“NSE”). The Company has paid the
requisite listing fees to the said Stock Exchanges for
the financial year 2025-26.

14. ANNUAL RETURN:

As required under Section 92(3) read with 134(3)(a) of
the Act, the copy of Annual Return as on 31^st March,
2025 will be placed on the Company’s website and
can be accessed at www.remsons.com.

15. DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

a) Retirement by rotation:

In accordance with the provisions of Section
152(6) of the Act read with the Companies
(Management and Administration) Rules, 2014
and the Articles of Association of the Company,
Mrs. Chand Kejriwal (DIN: 00513737), Director
of the Company, retires by rotation at the
ensuing 53^rd Annual General Meeting (“AGM”)
of the Company and being eligible, has offered
herself for re-appointment and your Board
recommends her re-appointment.

b) Appointment / Re-appointment:

In terms of provisions of Section 152(6) of the
Act, Mr. Rahul Kejriwal (DIN: 00513777), who
retired by rotation at previous 52^nd AGM of
the Company held on 20^th September, 2024,
was re-appointed as director of the Company.
Further, he was re-appointed as Whole Time
Director of the Company for a period of 5 (five)
years w.e.f. 1^st June, 2025, subject to approval of
the members of the Company. The approval
of members of the company is being sought
through Postal Ballot Process, resulty which will
be declared on 30th August, 2025

c) Cessation:

During the financial year under review, no
director or Key Managerial Personnel resigned/
ceased from the services of the Company.

d) Declaration from Independent Directors:

The Company has received necessary
declarations from all the Independent Directors
of the Company confirming that they meet

criteria of independence as prescribed both
under Section 149(6) of the Act and Regulation
16(1)(b) of the Listing Regulations and pursuant
to Regulation 25 of the said Regulations that
they are not aware of any circumstance or
situation, which exists or may be reasonably
anticipated that could impair or impact
their ability to discharge their duties with an
objective independent judgment and without
any external influence. The Independent
Directors have also confirmed that they have
complied with Schedule IV of the Act and the
Company’s Code of Conduct.

Further, the Independent Directors have also
submitted their declaration in compliance with
the provisions of Rule 6(3) of the Companies
(Appointment and Qualifications of Directors)
Rules, 2014, which mandates the inclusion
of an Independent Director's name in the
data bank of the Indian Institute of Corporate
Affairs (“IICA”).

None of the directors of your Company are
disqualified under the provisions of Section 164
of the Act. Your directors have made necessary
disclosures, as required under various provisions
of the Act and the Listing Regulations and in
the opinion of the Board, all the Independent
Directors are persons of integrity and possess
relevant expertise and experience and are
independent of the management.

e) Number of Directors

As per Regulation 17(1) of the Listing Regulations,
the Company is required to appoint minimum
6 (six) directors including one woman director
on its Board out of them half of the Board
should consist of independent directors.

As on the date of this report, your Company
has 7 (seven) directors consisting of four
Independent Directors including one woman
Director and three Executive Directors,
including one more women Director,
complying with aforesaid requirement.

f) Annual evaluation of performance by
the Board:

In terms of applicable provisions of Section
149 read with Schedule IV of the Act and
rules framed thereunder and Regulation 17
read with Part D of Schedule II of the Listing
Regulations, the Board of Directors has
put in place a process to formally evaluate
the effectiveness of the Board along with
performance evaluation of each director to be
carried out on an annual basis.

Pursuant to the provisions of the Act and the
Listing Regulations, the evaluation of the Board

and its performance, the directors individually
and the working of its Audit Committee,
Stakeholders’ Relationship Committee and
Nomination and Remuneration Committee
including the Chairman of the Company
was carried out by the Board. The Board has
evaluated the performance of each Executive,
Non-Executive and Independent Directors
considering the business of the Company
and the expectations that the Board has from
each one of them.

The evaluation framework for assessing the
performance of directors comprises of the
following key areas:

i. Attendance at the Board and
Committee meetings;

ii. Quality of contribution to
Board deliberations;

iii. Strategic perspectives or inputs regarding
future growth of Company and its
performance; and

iv. Providing perspectives and feedback
going beyond information provided by
the management.

Taking into account the views of Executive
Directors and Non-Executive Directors, the
Independent Directors, in their separate
meeting, evaluated the performance of non¬
independent directors, the Board as a whole
and Chairman of the Company, and found
their performance satisfactory.

g) Key Managerial Personnel (KMP):

The details of Key Managerial Personnel of the
Company as on 31^st March, 2025 are as follows:

Apart from the above, no other Directors or
KMP were appointed or retired or resigned
during the financial year under review.

16. MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Company / business policies and strategies apart
from other business of the Board. The notices of Board meetings are given well in advance to all the directors of
the Company. Meetings of the Board are held in Mumbai, Maharashtra. The agenda of the Board / Committee
meetings are circulated at least 7 days before the date of the meetings. In case of any business exigencies,
meetings are called and convened at shorter notice, or the resolutions are passed through circulation, as
permitted by law and are noted in the next meeting. The agenda for the Board and Committee meetings include
detailed notes on the items to be discussed at the meetings to enable the directors to take informed decisions.

During the financial year under review, the Board of Directors met 8 (eight) times as per details given below:

The intervening gap between two consecutive
meetings was within the period prescribed under
the Act and the Listing Regulations.

17. DIRECTORS' RESPONSIBILITY STATEMENT:

Your directors, to the best of their knowledge
and belief and according to the information and
explanations obtained by them and as required
under Section 134(3)(c) read with Section 134(5) of
the Act state that:

a. in the preparation of the annual accounts,
the applicable accounting standards have
been followed along with proper explanation
relating to material departures, if any;

b. they have selected such accounting policies
and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company at the end
of the financial year on 31^st March, 2025 and of
the profit of the Company for that period;

c. they have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of
this Act for safeguarding the assets of the
Company and for preventing and detecting
fraud and other irregularities;

d. they have prepared the annual accounts on a
going concern basis;

e. they have laid down internal financial controls
to be followed by the Company and that such

internal financial controls are adequate and
were operating effectively; and

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

18. SEPARATE MEETING OF INDEPENDENT
DIRECTORS:

As stipulated by the Code of Independent Directors
under Schedule IV of the Act, a separate meeting
of the Independent Directors of the Company was
held on 7^th February, 2025 without presence of
Non-Independent Directors and members of the
management to consider the following:

i. performance of Non-Independent Directors
and the Board as a whole;

ii. performance of the Chairman of the Company,
taking into account the views of executive
directors and non-executive directors; and

iii. assessing the quality, quantity and timeliness
of flow of information between the Company
management and the Board that is necessary
for the Board to effectively and reasonably
perform their duties.

The Independent Directors expressed satisfaction
on the performance of Non-Independent Directors
and the Board as a whole. The Independent Directors
were also satisfied with the quality, quantity and
timeliness of flow of information between the
Company management and the Board.

19. COMMITTEES OF THE BOARD OF DIRECTORS:

In accordance with the provisions of the Act and the Listing Regulations, the Company has constituted 3 (three)
committees of the Board, namely:

I. Audit Committee;

II. Nomination and Remuneration Committee; and

III. Stakeholders’ Relationship Committee.

Details of the Committees along with their charters, composition, meetings held during the financial year under
review are provided in the report on Corporate Governance forming part of this Report.

The details of meetings of various committees and attendance thereat are given below:

20. Audit Committee:

The Audit Committee is duly constituted as per the
provisions of Section 177 of the Act and Regulation
18 of the Listing Regulations. The members of the
Committee possess sound knowledge on accounts,
audit, finance, taxation, internal controls, etc.

As on 31^st March, 2025, the Audit Committee
comprised of 4 (four) members viz. Mrs. Visalakshi
Sridhar, Mr. Anil Kumar Agrawal, Mr. Shishir Vasant
Dalal, Independent Directors and Mr. Krishna
Kejriwal, Chairman and Managing Director as its
members. Mrs. Visalakshi Sridhar is Chairperson
of the Audit Committee. The Company Secretary
and Compliance Officer of the Company acts as
Secretary to the Audit Committee.

The Audit Committee of the Company reviews the
reports to be submitted to the Board of Directors
with respect to auditing and accounting matters. It
also supervises the Company’s internal control and
financial reporting process and vigil mechanism.

All the recommendations made by the Audit
Committee were accepted by the Board of Directors
of the Company.

21. APPOINTMENT AND REMUNERATION
POLICY:

Pursuant to the provisions of Section 178 of the
Act and Regulation 19 of the Listing Regulations

and on the recommendation of the Nomination
and Remuneration Committee, the Board has
adopted a policy for selection, appointment and
remuneration of directors, and Senior Management
Personnel (‘SMPs’) including criteria for determining
qualifications, positive attributes, independence
of a director and other related matters. The
Remuneration Policy has been placed on the
website of the Company viz. www.remsons.com.

22. INDEPENDENT DIRECTORS'

FAMILIARISATION PROGRAMME:

The Company undertakes and makes necessary
provisions for appropriate induction programme
for new directors and ongoing training for existing
directors. The new directors are introduced to the
Company’s culture through appropriate training
programmes. Such kind of training programmes
help in developing relationship of the directors
with the Company and familiarize them with the
Company processes. The management provides
such information and training either at the
meetings of the Board of Directors or otherwise.

The induction process is designed to:

• build an understanding of the Company's
processes; and

• fully equip directors to perform their role on
the Board effectively.

Upon appointment, directors receive a letter of
appointment setting out in detail the terms of
appointment, duties, responsibilities and expected
time commitments. The details of familiarization
programme imparted to independent directors
are available on the Company’s website viz.
www.remsons.com.

23. VIGIL MECHANISM / WHISTLE BLOWER
POLICY:

Pursuant to the provisions of Section 177 of the Act
and Regulation 22 of the Listing Regulations, the
Company has adopted Vigil Mechanism / Whistle
Blower Policy to deal with instance of fraud and
mismanagement, if any.

The Company promotes ethical behaviour in all its
business activities and has adopted a mechanism
of reporting illegal or unethical behaviour. The
Company has a whistle blower policy wherein the
directors and employees are free to report violations
of laws, rules, regulations or unethical conduct of
their immediate supervisor or such other person
as may be notified by the management to the
directors and employees / workers. The mechanism
also provides for adequate safeguards against
victimization of directors and employees who avail
of the mechanism and also provide for direct access
to the Chairperson of the Audit Committee in the
exceptional cases. The confidentiality of those
reporting violation is maintained, and they are not
subjected to any discriminatory practice.

No violation of laws or unethical conduct etc.
was brought to the notice of the Management or
Audit Committee during the financial year under
review. We affirm that during the financial year
under review, no director or employee was denied
access to the Audit Committee. The details of the
Vigil mechanism / Whistle Blower Policy is available
on the website of the Company viz. https://www.
remsons.com/content/pdf/policies/V1442906096
vigil-mechanism-policv.pdf

24. PARTICULARS OF EMPLOYEES AND
MANAGERIAL REMUNERATION:

a) Disclosures pertaining to remuneration and
other details as required under Section 197 of
the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided
in this Annual Report as Annexure - II and
forms part of this report.

b) The statement containing particulars of
employees as required under Section 197(12) of the
Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rule, 2014 is provided in a separate

annexure. Further in terms of Section 136 of the
Act, this report and the Financial Statements
are being sent to the members excluding the
aforesaid annexure. The said annexure is available
for inspection at the Registered Office of the
Company during working hours and any member
interested in obtaining a copy of the same may
write to the Company Secretary and Compliance
Officer of the Company and the same will be
furnished on request.

c) Information under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013:

The Company has zero tolerance for sexual
harassment at workplace and adopted a Policy
on prevention, prohibition and redressal of
sexual harassment at workplace in line with the
provisions of the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The Company has
constituted an Internal Committee as required
under Section 4 of the Act. During the financial
year under review, no complaint was filed
before the said Committee. No complaint
was pending at the beginning or end of the
financial year under review.

d) Compliance with the provisions of Maternity
Benefit Act, 1961:

The Company has devised proper systems
to ensure compliance with the provisions of
the Maternity Benefit Act, 1961. Your Directors
confirm that the Company has complied with
the said provisions during the financial year
under review, wherever required.

e) Number of employees as on the closure of
financial year ended 31^st March, 2025:

25. STATUTORY AUDITORS:

As per the provisions of Section 139 of the Act read
with the Companies (Audit and Auditors) Rules,
2014, the members of the Company at their 50^th
AGM held on 28^th September, 2022 appointed M/s.
Kanu Doshi Associates LLP, Chartered Accountants,
Mumbai (Firm Registration No.: 104746W / W10096)
as Statutory Auditors of the Company for a term of
5 (five) consecutive years, accordingly they will hold
office as such till the conclusion of the 55^th Annual
General Meeting of the Company to be held for the
financial year ending 31^st March, 2027.

M/s. Kanu Doshi Associates LLP, Chartered
Accountants, have furnished a certificate of
their eligibility under Section 141 of the Act and
the Companies (Audit and Auditors) Rules, 2014,
confirming that they are eligible for continuance as
Statutory Auditors of the Company.

26. EXPLANATIONS OR COMMENTS ON
QUALIFICATIONS, RESERVATION OR
ADVERSE REMARKS BY STATUTORY
AUDITORS:

The Statutory Auditors’ Reports on the Standalone
and Consolidated Audited Financial Statements of
the Company for the financial year ended 31^st March,
2025 do not contain any qualifications, reservation
or adverse remarks.

27. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204(1) of the
Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 and Regulation 24A of the Listing Regulations,
M/s. M Baldeva Associates, Company Secretaries,
Mumbai (M. No.: FCS 6180 /COP No.: 11062) were
appointed as Secretarial Auditors of the Company to
undertake Secretarial Audit of the Company for the
financial year 2024-25. The Secretarial Audit Report
for the said financial year is appended to this report
as Annexure - III and forms part of this report.

With respect to observation made by the Secretarial
Auditors in their Report regarding delay in filing
of some e-forms with the Registrar of Companies,
your directors would like to mention that the delay
in filing of such e-forms was inadvertent.

Further, pursuant to the provisions ofRegulation 24A
of Listing Regulations as amended vide Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) (Third Amendment)
Regulations, 2024 dated 13^th December, 2024, upon
recommendation made by the Audit Committee,
the Board of Directors has appointed M/s. M Baldeva
Associates, Company Secretaries, Mumbai as
Secretarial Auditors of the Company for a term of 5
(five) consecutive years commencing from financial
year 2025-26 till financial year 2029-30, subject to
approval of shareholders at the ensueing Annual
General Meeting. A resolution seeking approval
of the members for appointment of Secretarial
Auditors is provided in the Notice of the ensuing
53^rd AGM of the Company.

28. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Act
read with the Companies (Accounts) Rules, 2014, the
Board of Directors, based on the recommendation
of the Audit Committee, appointed M/s. H A M &

Co., Chartered Accountants, Mumbai as Internal
Auditors of the Company for the financial year
under review. The Internal Auditors submit their
reports on periodical basis to the Audit Committee.

Based on internal audit reports, the management
undertakes corrective actions in respective areas
and thereby strengthens the controls.

29. REPORTING OF FRAUD BY AUDITORS

None of the Auditors have reported any fraud as
specified under Section 143(12) of the Act.

30. INTERNAL FINANCIAL CONTROL
WITH REFERENCE TO THE FINANCIAL
STATEMENTS:

The Company has in place proper and adequate
internal control systems commensurate with
the nature, size and complexity of its business
operations. Internal control systems comprising
of policies and procedures are designed to ensure
reliability of financial reporting, compliance
with policies, procedures, applicable laws and
regulations and that all assets and resources are
acquired economically, used efficiently and are
adequately protected.

The Audit Committee evaluates the efficiency
and adequacy of financial control system in the
Company, its compliance with operating systems,
accounting procedures at all locations of the
Company and strives to maintain the standard in
Internal Financial Control.

31. COST RECORDS:

During the financial year under review, the
Company was not required to maintain cost records
for any of it’s products as required under Section
148(1) of the Act.

32. RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk
Management Policy covering the risk mapping,
trend analysis, risk exposure, potential impact
and risk mitigation process. A detailed exercise is
being carried out to identify, evaluate, manage and
monitor both business and non-business risks. The
Board periodically reviews the risks and suggests
steps to be taken to control and mitigate the same
through a properly defined framework.

33. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SECTION 188(1) OF THE ACT:

All contracts / arrangements / transactions entered
into by the Company during the financial year

under review with the related parties were in the
ordinary course of business on arm’s length basis
and are reported in the Notes to Accounts on the
Financial Statements for the financial year ended
31^st March, 2025.

The related party transactions entered into during
the financial year under review by your Company
were not material in terms of provisions of Section
188 of the Companies Act, 2013, accordingly, the
disclosure of material related party transactions as
required under Section 134(3) of the Act and Rule
8 of the Companies (Accounts) Rules, 2014 in Form
AOC-2 is not applicable.

In accordance with the provisions of Regulation
23 of the Listing Regulations, the Company has
adopted a policy on Related Party Transactions
and the same has been uploaded on its website
viz. www.remsons.com/content/pdf/policies/related-
partv-transaction-policv.pdf.

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

The information in terms of requirement of clause (m)
of sub-section (3) of Section 134 of the Act read with
Rule 8 of the Companies (Accounts) Rules regarding
conservation of energy, technology absorption and
foreign exchange earnings and outgo, is given in
Annexure - IV and forms part of this report.

35. CORPORATE SOCIAL RESPONSIBILITY

The details of the CSR activities undertaken by the
Company as per the provisions of Rule 8 of the
Companies (Corporate Social Responsibility) Rules,
2014 are given in Annexure - V, and forms part
of this report.

36. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS UNDER SECTION 186 OF
THE ACT:

The details of loans or guarantees given or investments
made by the Company under the provisions of Section
186 of the Act are given under Notes to Accounts on
the Financial Statements for the financial year ended
31^st March, 2025, forming part of this report.

37. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND
COMPANY'S OPERATIONS IN FUTURE:

During the financial year under review, no
significant or material order was passed by any
regulator or court or tribunal, which may impact

the going concern status of the Company or will
have bearing on Company’s operations in future.

38. COMPLIANCE WITH SECRETARIAL
STANDARDS:

The Company has devised proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India and your directors
confirm compliance of the same during the
financial year under review.

39. REPORT ON CORPORATE GOVERNANCE
AND MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

Pursuant to the provisions of Regulation 34(3)
read with Schedule V of the Listing Regulations,
the following have been made part of the Annual
Report and are annexed to this report:

- Management Discussion and Analysis Report;

- Corporate Governance Report;

- Declaration on compliance with Code
of Conduct;

- Certificate from Practicing Company Secretary
that none of the directors on the Board of the
Company has been debarred or disqualified
from being appointed or continuing as director
of company; and

- Practicing Company Secretaries’ Certificate
regarding compliance of conditions of
Corporate Governance.

40. DISCLOSURE WITH RESPECT TO DEMAT
SUSPENSE ACCOUNT / UNCLAIMED
SUSPENSE ACCOUNT:

The Company does not have any of its securities lying
in demat suspense account / unclaimed suspense
account / suspense escrow account arising out of
public / bonus / rights issue / expiration of period of 120
days from date of issuance of ‘Letter of Confirmation’
by the RTA in terms of SEBI Circular No. SEBI/LAD-
NRO/GN/2022/66 dated 25^th January, 2022 read with
SEBI Master Circular No. SEBI/HO/MIRSD/POD-1/P/
CIR/2024/37 dated 7^th May, 2024 in matters w.r.t.
issue of duplicate securities certificate; claim from
unclaimed suspense account; renewal / exchange
of securities certificate; endorsement; sub-division
/ splitting of securities certificate; consolidation
of securities certificates / folios; transmission and
transposition received from the shareholder /
claimant. Hence, providing particulars relating to
aggregate number of shareholders and outstanding
securities in suspense account and other related
matters are not required.

41. PROCEEDINGS UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016:

During the financial year under review, no application
was made or proceeding initiated against the
Company under the Insolvency and Bankruptcy
Code, 2016 nor any such proceeding was pending at
the end of the financial year under review.

42. VALUATION OF ASSETS:

During the financial year under review, there was
no instance of one-time settlement of loans /
financial assistance taken from Banks or Financial
Institutions, hence the Company was not required to
carry out valuation of its assets for the said purpose.

43. ACKNOWLEDGEMENT:

Your directors would like to place on record their
gratitude for all the guidance and co-operation
received from the shareholders, banks and other
government and regulatory agencies. Your directors
would also like to take this opportunity to express their
appreciation for the hard work and dedicated efforts
put in by the employees of the Company and look
forward to their continued contribution and support.

For and on behalf of the Board of Directors of
Remsons Industries Limited

Krishna Kejriwal

Place: Mumbai Chairman & Managing Director

Date: 11^th August, 2025 DIN: 00513788