Your Directors have pleasure in presenting the Eighty Second (82^nd) Annual Report, with the Audited Financial Statements for the
year ended March 31,2025.

FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31, 2025 is summarized below:

Amount Rs. Lakhs (except EPS)

THE STATE OF THE COMPANY’S AFFAIRS
OPERATIONS REVIEW

Total income decreased from Rs. 3521.06 Lakhs in
2023- 2024 to Rs. 3161.45 Lakhs in 2024-2025. The

decrease is 10.21% in revenue compared to the previous
year’s operation. Profit after tax is Rs. 344.92 Lakhs (previous
year: Rs 2087.51 Lakhs).

Tea production during the year was 13.14 Lakhs Kg with an
average yield of2308 per hectare as against 14.31 lakhs Kg
with an average yield of 2512 Kg per hectare during last year.
Apart from this there is also a production of0.85 Lakhs kg of
bought leaf as against 4.39 Lakhs Kg during the previous
year. The sale average during the year was at Rs. 150.18 per
Kg as against last year’s sale average of Rs. 132.60 per Kg.

DIVIDEND

Your Directors are pleased to recommend a dividend of
300 % (Rs. 30/- per share) on Equity Share Capital, for the
year ended 31.03.2025, amounting to Rs. 186.62 Lakhs.

LISTING OF SECURITIES ON BSE LTD

The equity shares of the company continued to be listed on
BSE Ltd. The Company has paid listing fees up to
March 31, 2026.

BOARD MEETINGS

The Board of Directors consisted of Mr. Ajit Thomas,
Chairman, Mrs. Shanthi Thomas, Executive Director,
Mr. F.S. Mohan Eddy, Non-Executive Non-Independent
Director, Mrs. Kavitha Vijay, Non-Executive Independent
Woman Director, Mr. S. Ganesan, Non-Executive
Independent Director and Mr.M.Meyyappan,
Non-Executive Independent Director.

The Board meets at regular intervals to discuss and decide on
the Company / business policy and strategy apart from other
Board business. The Board of Directors met five (5) times
during this financial year. The details of the Board meetings
are given in the Corporate Governance report. The
intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

AUDIT COMMITTEE MEETINGS

The constitution ofAudit committee during the year was as
follows: -
Mr. S. Ganesan

(Non-Executive Independent Director) - Chairman
Mr. Ajit Thomas

(Non-Executive Non-Independent Director) - Member
Mrs. Kavitha Vijay

(Non-Executive Independent Woman Director) - Member
Mr.M. Meyyappan

(Non-Executive Independent Director) - Member
The terms of reference stipulated by the Board to the Audit
Committee cover the matters specified for Audit Committee
under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Committee met five (5) times during this financial year.
The details of the Committee meetings are given in the
Corporate Governance report. The intervening gap between
the meetings was within the period prescribed under the
Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As per Regulation 20 (2A) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended,
effective from 01.04.2019, the Stakeholders Relationship
Committee of a listed company should have at least three
directors, with at least one being an independent director.
The composition of Stakeholders Relationship committee
during the year was as follows: -

Mr. Ajit Thomas

(Non-Executive Non-Independent Director) - Chairman
Mr. F.S.Mohan Eddy

(Non-Executive Non-Independent Director) - Member
Mr.S.Ganesan

(Non-Executive Independent Director) - Member
The Board has designated Mr. S. Lakshmi Narasimhan as the
Compliance Officer

VIGIL MECHANISM / WHISTLE BLOWER
POLICY

The Company has established a vigil mechanism for Directors
and Employees to report their genuine concerns in
compliance with provision ofsection 177 (10) ofCompanies
Act 2013 and Regulation 22 of SEBI (LODR) 2015.

The details of the policy is uploaded in the website of the
Company www.neelamalaiagro.com.

No instance of unethical behaviour was reported

NOMINATION & REMUNERATION
COMMITTEE

The Composition of the Nomination and Remuneration
Committee is as follows:

Mr. S. Ganesan

Non-Executive Independent Director, Chairman
Mr. Ajit Thomas

Non-Executive Non-Independent Director, Member
Mr. M.Meyyappan

Non-Executive Independent Director, Member

The Nomination and Remuneration Policy of the Company
for Directors, Key Managerial Personnel (KMP) and Senior
Management Personnel was amended from time to time as
per the provisions of the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015, and the same is uploaded in the
website of the Company www.neelamalaiagro.com.

PARTICULARS OF LOANS, GUARANTEE OR
INVESTMENTS

The Company has not given any loans or guarantees covered
under the provisions of Section 186 of the Companies Act,
2013 and Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The details of investments made by Company is given in the
notes nos. 5 & 12 to the financial statements.

PUBLIC DEPOSITS

The Company is not accepting deposits. As such there are no
unclaimed deposits in the books of the company as on March

31, 2025.

TRANSFER OF SHARES TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF)
AUTHORITY

Pursuant to Section 124 and 125 of the Companies Act
2013 read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (“IEPF Rules”), dividends, ifnot claimed for consecutive
period of 7 years from the date of transfer to unpaid Dividend
Account of the Company, are liable to be transferred to the
Investor Education and Protection Fund (“IEPF”).

Further, shares in respect of such dividends which have not
been claimed for a period of 7 consecutive years are also liable
to be transferred to the demat account of the IEPF Authority.
The said requirement does not apply to shares in respect of
which there is a specific order of Court, Tribunal or Statutory
Authority, restraining any transfer of the shares. The provisions
relating to transfer of shares were made effective by the
Ministry of Corporate Affairs, vide its Notification dated
October 13, 2017 read with the circular dated October 16,
2017.

In the interest of the shareholders, the Company sends
reminders to the shareholders to claim their dividends in order
to avoid transfer of dividends / shares to IEPF Authority.
Notices in this regard also published in the newspapers and
the details of unclaimed dividends and shareholders whose
shares liable to be transferred to IEPF Authority were
uploaded on the Company’s web site www.neelamalaiagro.com.
In the light of the aforesaid provisions, the Company had
during the year, transferred to the IEPF the unclaimed
dividends outstanding for 7 consecutive years with the
quantum of 7050 shares (No. of shareholders- 36) of the
Company, in respect of which dividend has not been claimed
for 7 consecutive years or more, have also been transferred to
the demat account of the IEPF Authority.

The members who have a claim on above dividends and
shares may claim the same from IEPF Authority by submitting
an online application in the prescribed Form No. IEPF -5
available on the MCA website www.mca.gov.in and sending
a physical copy of the same, duly signed to the Company,
along with requisite documents enumerated in the Form
No. IEFP-5. No claim shall lie against the Company in respect
of the dividend / shares so transferred.

GENERAL RESERVE

The Company has not transferred any amount to the General
Reserve for the Financial Year 2024-2025.

MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

There have been no material changes and commitments, if
any, affecting the financial position of the Company which
have occurred between the end of the financial year of the
Company to which the financial statements relate and the
date of the report.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

1. Independent Directors

Mr. S. Ganesan and Mr. M. Meyyappan are the
Independent Directors of the company. Mrs. Kavitha
Vijay is the Independent Woman Director of the
Company. The provisions of the Companies Act, 2013
pertaining to appointment of Woman Director under
Section 149(1) had been complied with.

The Board of Directors of the Company, upon the
recommendations of the Nomination and Remuneration
Committee, at its meeting held on 26.03.2025, had
recommended the re-appointment and continuance of
Directorship of Mr. M. Meyyappan as Non-Executive
Independent Director for a second term commencing
from 01.04.2025 to 30.06.2028 (both dates inclusive)
and re-appointment and continuance of Directorship of
Mrs. Kavitha Vijay as a Non-Executive Independent

Woman Director for a second term commencing from

30.06.2025 to 29.06.2030 (both dates inclusive) on
the Board of the Company, which were subsequently
approved by the shareholders through Postal Ballot.

3. Director Retiring by Rotation

In accordance with the provisions of Companies Act,
2013 and the Articles of Association of the Company,
Mr. F.S.Mohan Eddy, Director, retires by rotation at the
82^nd Annual General Meeting and being eligible offer
himself for re-appointment.

4. Key Managerial Personnel

Mrs. Shanthi Thomas, Executive Director, Mr. Deepak
G Prabhu, Chief Financial Officer and Mr. S. Lakshmi
Narasimhan, Company Secretary are the Key Managerial
Personnel of the Company.

5. Declaration from Independent Directors on Annual Basis
The Company has received necessary declaration from all
the Independent Directors ofthe Company under Section
149(7) of the Companies Act, 2013 that the
Independent Directors of the Company meet with the
criteria oftheir Independence laid down in Section 149(6)
of the Companies Act, 2013.

INFORMATION ABOUT THE FINANCIAL
PERFORMANCE/FINANCIAL POSITION OF
THE SUBSIDIARIES/ASSOCIATES/JOINT
VENTURE

The company has no subsidiary companies. As required under
Section 129(3) of the Companies Act, 2013, the Company
has prepared a Consolidated Financial Statement in respect
of its Associates/Joint Venture companies along with its own
financial statements. Further, details of financial performance/
financial position of the associate companies as required under
first proviso to Section 129(3) of the Companies Act, 2013
read with Rule 5 of Companies (Accounts) Rules, 2014 are
annexed in Form AOC 1 (Annexure 1).

CONSERVATION OF ENERGY AND
TECHNOLOGY ABSORPTION

The company has taken adequate steps for conservation of
energy by utilizing alternate sources and by investing on energy
conservation equipments. The particulars prescribed by the
Section 134 (3) (m) of the Companies Act 2013, read with
Rule 8 of the Companies (Accounts) Rules, 2014 relating to
Conservation of Energy and Technology Absorption are
furnished in the Annexure 2 to this Report.

FOREIGN EXCHANGE EARNINGS AND
OUTGO

During the year under review, the Company’s Foreign
Exchange Earnings amounted to Rs. 667.67 Lakhs. The
total outgo on Foreign Exchange amounted to Rs. 25.12
Lakhs. The Company has continued to maintain focus and
avail of export opportunities based on economic
considerations.

STATUTORY INFORMATION

The information required under section 197 (12) of the
Companies Act, 2013 read with rule 5 (1) ofthe Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of the Company have been given in
the Annexure — 3.

The information under section 197 ofCompanies Act, 2013
and pursuant to Rule 5 (2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
are not required, as none of the employees falls under this
category.

The statement containing remuneration paid to employees
and other details as required under Section 197 (12) of the
Companies Act, 2013 read with Rule 5 (1) ofthe Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is provided in a separate annexure forming part
of this report. Further, the report and the accounts are being
sent to the members excluding the aforesaid annexure. In
terms of Section 136 ofthe Act, the said annexure is open for
inspection at the Registered Office of the Company during
business hours on working days of the Company up to date
of the forthcoming Annual General Meeting. Any member
interested in obtaining a copy of the same may write to the
Company and the same will be provided free of cost to the
member.

CHANGES IN SHARE CAPITAL

There is no change in the issued Equity Share Capital during
the year under review.

The Company had complied with all applicable Secretarial
Standards issued by The Institute of Company Secretaries of
India and approved by the Central Government under
Section 118(10) ofthe Companies Act, 2013 for the financial
year ended 31^st March 2025.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS

There were no significant material orders passed by the
Regulators or Courts which would impact the going concern
status of the Company and its future operations.

STATUTORY AUDITORS

Pursuant to Section 139 and 142 of the Companies Act,
2013, the members of the Company had appointed
M/s. PKF Sridhar &Santhanam LLP Chartered Accountants,
KRD Gee Gee Crystal, 7th Floor, 91-92, Dr. Radhakrishanan
Salai, Mylapore, Chennai - 600004, (Firm’s Registration No.
003990S / S200018) as Statutory Auditors for the second
term of 5 years commencing from the conclusion of the
79^th Annual General Meeting till the conclusion of
the 84^th Annual General Meeting. Consequently,
M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants,
will complete their second term of five consecutive years as
the Statutory Auditors of the company at the conclusion of
the 84^th Annual General Meeting of the company. In view of
the amendment to the Companies Act, 2013, notified by
the Ministry of Corporate Affairs dated May 07, 2018, their
appointment need not required to be ratified by the Members.
The remuneration ofthe Statutory Auditors for the Financial
Year 2024 - 2025 was Rs. 10 Lakhs (Rupees Ten Lakhs Only)
plus taxes applicable thereon and reimbursement of out of
pocket and travelling expenses.

The Company had received a certificate from
M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants,
Chennai confirming that they are not disqualified from
continuing as Statutory Auditors of the Company.

SECRETARIAL AUDIT

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 had appointed M/s. V. Suresh Associates, Practising
Company Secretaries, Chennai to undertake the Secretarial
Audit of the Company for the Financial Year 2024 - 2025.
The Secretarial Audit Report in Form MR-3 is annexed
(Annexure 4) to this report and forms an integral part of this
Report.

There is no secretarial audit qualification, reservation or adverse
remarks in the Secretarial Audit Report for the period under
review. The relevant Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI) relating to
the Board and General Meetings have been complied with
by the Company. During the year, the Company has complied
with the Secretarial Standard -1 (SS-1) and Secretarial
Standard-2 (SS-2) issued by the Ministry ofCorporate Affairs.

COST AUDIT AND COST RECORDS

The provisions of Cost Audit under Section 148 of the
Companies Act, 2013 are not applicable to the Company for
the current year.

The company has maintained Cost Records as per Companies
(Cost Records and Audit) Rules, 2014.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud
as specified under section 143 (12) of the Companies
Act, 2013.

BOARD INDEPENDENCE

The definition of Independence of Directors is derived from
Regulation 16 of SEBI (LODR) Regulations, 2015 and
Section 149(6) of the Companies Act, 2013. Based on the
confirmation/ disclosures received from the Independent
Directors and on evaluation of the relationships disclosed,
the following Non-Executive Directors are Independent in
terms of Regulation 16 of SEBI (LODR) Regulations, 2015
and Section 149(6) of the Companies Act, 2013;

Mr.S.Ganesan, Mr. M.Meyyappan and Mrs. Kavitha Vijay

In compliance with Schedule IV ofthe Companies Act, 2013
and Rules thereunder, the Independent Directors met on

13.02.2025 and discussed issues as prescribed under the
schedule IV of the Companies Act, 2013 and evaluated the
performance of the Board and the Company. The Directors
expressed their satisfaction on the performance of the
Company

ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013 and Regulation
19 read with Schedule II of SEBI (LODR), Regulations,
2015, the Board has carried out the annual performance
evaluation of its own performance, the Directors individually
as well as the evaluation of Committees. A structured
questionnaire was prepared after taking into consideration
inputs received from the Nomination & Remuneration
Committee members, covering various aspects of the Board’s
functioning such as adequacy of composition of Board and
Committees, Board communication, timeliness and unbiased
information ofright length and quality ofinformation, Board
culture, execution and performance of specific duties,
obligations and governance.

A separate exercise was carried out to evaluate the performance
of individual Directors including the Chairman ofthe Board,
who were evaluated on parameters such as attendance and
participation in the discussion and deliberation at the meeting,
understanding role and responsibilities as board member,
demonstration of knowledge, skill and experience that make
him/her a valuable resource for the board.

The performance evaluation of the Independent Directors
was carried out by the entire Board. The performance
evaluation ofthe Chairman and the Non-Executive Directors
was carried out by the Independent Directors. The Directors
expressed their satisfaction with the evaluation process.

AUDITORS’ REPORT

There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. PKF Sridhar & Santhanam LLP,
Chartered Accountants in their report and by M/s. V Suresh
Associates, Practising Company Secretaries, Chennai in their
Secretarial Audit report. The Statutory Auditors have not
reported any incident of fraud to the Audit Committee of
the Company during the year under review.

RELATED PARTY TRANSACTIONS

All transactions entered with related parties for the year under
review were at arm’s length basis and in the ordinary course of
business and that the provisions of Section 188 of the
Companies Act, 2013 are not attracted. There are no
materially significant related party transactions entered into
by the Company with Promoters, Directors or KMP etc.,
which may have potential conflict with the interest of the
company at large.

All new related party transactions are first approved by the
Audit Committee and thereafter placed before the Board for
their consideration and approval. A statement of all related
party transactions is presented before the Audit Committee
meeting on quarterly basis, specifying the nature, value and
terms and conditions of the transactions.

The particulars of Contracts or arrangements with related
parties referred to in Section 188(1), read with Rule 15 ofthe
Companies (Meetings of Board and Its Powers) Rules 2014
is appended to this report in prescribed Form AOC 2 as
Annexure 7.

The Related Party Transaction Policy, as amended and
approved by the Board, is uploaded on the website of the
company.

CORPORATE GOVERNANCE

The Company has always strived to adopt appropriate
standards for good Corporate Governance.

Detailed report on the Corporate Governance and
Management Discussion Analysis, form part of this report. A
certificate from the Practicing Company Secretary regarding
compliance of conditions of Corporate Governance as
stipulated under Regulation 34 read with Schedule V of
SEBI (LODR) Regulations, 2015 is also annexed to the said
Report.

The Company has taken adequate steps to adhere to all the
stipulations laid down in Regulation 27 read with Part E of
Schedule II and Schedule V of SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015 on
Corporate Governance. The Management Discussion &
Analysis Report and Report on Corporate Governance with
Certificate on compliance with conditions of Corporate
Governance have been annexed to this report (Annexure 5
& 6).

INTERNAL AUDIT, ITS ADEQUACY AND
INTERNAL FINANCIAL CONTROL

The Company has in place adequate Internal Audit and
Internal Financial Controls with reference to the financial
statements, which is evaluated by the Audit Committee as
per Part C of Schedule II of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015.

In compliance with Section 138 ofthe Companies Act, 2013,
the Company had engaged M/s. M.C.Ranganathan & Co.,
Chartered Accountants, Chennai as the Internal Auditors of
the Company for the financial year 2024-2025. Findings
and observations of the Internal Auditors are discussed and
suitable corrective actions are taken as per the directions of
the Audit Committee on an on-going basis to improve
efficiency in operations. Thus, the internal audit function
essentially validates the compliance of the Company. The
Company’s internal control systems are well established and
commensurate with the nature of its business and the size
and complexities of operations and adequate with reference
to the financial statements as envisaged under the Companies
Act, 2013. Your directors endorse that during the year under
review, there were no reportable material weaknesses in the
present systems or operations of internal controls.

CORPORATE SOCIAL RESPONSIBILITY

The company does not fall within the ambit of the
provisions of Section 135 of the Companies Act 2013
regarding Corporate Social Responsibility and hence Annual
Report on Corporate Social Responsibility (CSR) Activities is
not annexed.

FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

The Independent Directors attend a Familiarization /
Orientation Program on being inducted into the Board. The
Program aims to provide insights into the Company to enable
the Independent Directors to understand its business in
depth, to familiarize them with the process, business and
functionaries of the Company and to assist them in
performing their role as Independent Directors of the
Company. The Company’s Policy of conducting the
Familiarization Programmes uploaded on the website of the
Company www.neelamalaiagro.com.

CODE OF CONDUCT FOR PREVENTION OF
INSIDER TRADING

The Board of Directors has adopted revised Insider Trading
Policy in their meeting held on 14th February 2019 in
compliance with the requirement of the SEBI (Prohibition
of Insider Trading) Regulations, 2015 as amended from time
to time. The insider trading policy of the Company lays
down guidelines and procedures to be followed, and
disclosures to be made while dealing with the shares of the

Company. The policy has been formulated to regulate,
monitor and ensure reporting of deals by designated person/
employees and maintain the highest ethical standards of
dealing in Company securities. The Company’s Code of
Conduct for Prevention of Insider Trading is uploaded on
the website of the Company www.neelamalaiagro.com.

ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013
copy ofAnnual Return of the Company is uploaded on the
company’s website. The weblink to access the annual return
is www.neelamalaiagro.com.

INDUSTRIAL RELATIONS

During the year under review, your company enjoyed cordial
relationship with workers and employees at all levels.

RISK MANAGEMENT PLAN

Pursuant to Section 134 (3) (n) of the Companies Act, 2013
and as per Regulation 17 (9)(a) of Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company had laid
down the procedures to inform Board members about the
risk assessment and mitigation procedures.

Regarding the general risk, the company follows a minimal
risk business strategy as given below: -

Mr. Deepak G Prabhu, Chief Financial Officer, has been
assigned the task of informing the Board about the various
risks and its mitigation by the Company from time to time.
At present the company has not identified any element of
risk which may threaten the existence of the Company.

DISCLOSURE OF ACCOUNTING TREATMENT

The Company has adopted the Indian Accounting Standards
(Ind AS) with effect from 1st April 2017 and all its financial
statements are made according to the said standard. Further,
in the preparation of the financial statements, the Company
has followed the Accounting Standards referred to in Section
133 of the Companies Act, 2013. The significant accounting
policies which are applied are set out in the Notes to the
Financial Statements.

DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy
in line with the requirements of the Act and that an Internal
Complaints Committee has been set up for redressal of
complaints under the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013
and that all employees (permanent, contractual, temporary,
trainees) are covered under this policy. During the year the
company has not received any compliant under Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of Business during the year.

STATEMENT REGARDING OPINION OF THE
BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE
PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR.
There is no Independent Director appointment during the
year.

NAMES OF COMPANIES WHICH HAVE BECOME
OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING
THE YEAR

There is no such instance during the year.

DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31
OF 2016) DURING THE YEAR ALONGWITH THEIR
STATUS AS AT THE END OF THE FINANCIAL
YEAR.

There is no such instance during the year.

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

There is no such instance during the year.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) ( c) ofthe
Companies Act, 2013, with respect to Directors’
Responsibility Statement, it is hereby confirmed that:

I. In the preparation ofthe annual accounts for the financial
year ended 31st March 2025 the applicable accounting
standards had been followed along with proper
explanation relating to material departures;

II. The Directors had 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 and of the profit and loss of
the company for that period;

III. The Directors had taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Act for safe¬
guarding the assets of the company and for preventing
and detecting fraud and other irregularities;

IV. The Directors had prepared the annual accounts for the
financial year ended 31st March 2025 on a going
concern basis;

V. The Directors had laid down internal financial controls
to be followed by the company and that such internal
financial controls are adequate and were operating
effectively; and

VI. The Directors had devised proper system to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

ACKNOWLEDGEMENT

The Directors sincerely acknowledge the contribution and
support from customers, shareholders, Central and State
Governments, Bankers, Securities Exchange Board of India,
BSE Ltd, Cameo Corporate Services Ltd., Central Depository
Services (India) Ltd., National Securities Depositories Limited,
Registrar of Companies and other Government Authorities
for the co-operation and assistance provided to the Company.

The Directors also place on record their gratitude to the
employees for their continued support, commitment,
dedication and co-operation.

On Behalf of the Board

Ajit Thomas

Chennai Chairman

30.05.2025 DIN : 00018691