The Board of Directors is pleased to present the 30th Annual Report for the financial year 2024-25. together with the Standalone Audited
Financial Statements for the year ended on March 31,2025.

Financial Highlights: Amount in LAKHS (INR)

•The total revenue from operation for the F.Y. 2024-25 is ‘4186.50 Lakhs marking decrease of Rs.6158.63 Lakhs to last year's operational revenue
generation of' 10345.13 Lakhs. The revenue decreased because the entire business of manufacturing tools i.e., Demerged Undertaking, as
defined in the Scheme, of the Company was demerged, transferred and vested into Emkay Tools Limited ("Resulting Company") as per order of
the Hon’bie Mumbai Bench of the National Company Law Tribunal (NCLT).

♦ Wind Power

The company has two wind farm projects one at Shivapura Kavalu
Village, BelurTaluka, Hassan Districtin Karnataka and the other at Kita
& Ugawa, District Jalsalmer In Rajasthan, both are developed and
maintained by Suzlon Global Services Limited and Wind World India
Limited respectively. The combine contribution of the two wind farm
projects to the Net revenues in the F.Y. 2024-25 was Rs. 126.43 Lakhs
from the power sale during the year under review.

Share Capital

The paid-up equity share capital as on 31st March 2025 was
10571300 equity shares of' 10/- each (Rupee Ten only) amounting to
total of 10,67,13,000. The Company has not issued any shares with
differential voting rights or granted stock options or sweat equity or
through any other permissible mode during the FY 2024-7.5.

Dividend

Your Board of Directors did not recommend dividend for the year
under review.

TrarisfertoP.escrve

Revenue of cutting tools business transfer to resulting company due
to scheme of arrangement.

Material changes / developments during the year:During the year
under review the Hon'ble Mumbai Bench of the National Company
Law Tribunal (NCLT) granted its approval to the Scheme of
Arrangement vide Order No. C.P.(CAA) 122(MB) 2024 dated October
23, 2024 Tne entire business of manufacturing tools I.e., Demerged
Undertaking, as defined in the Scheme, of the Company was
demerged, transferred and vested Into Emkay Tools Limited
("Resulting Company") on going concern basis in accordance with the
Composite Scheme. By virtue of Composite Scheme of Arrangement
the Emkay Tools Limited were ceased to be a Wholly Owned
Subsidiary of the Company with effect from 1st April 2024..

The relevant documents for obtaining in-principal approval for listing
of its resulting Company i.e Emkay Tools Limited has been submitted
to the National Stock Exchange of India.

MiiterialChanges/Events after the d3te of balance sheer date

During the year under review, there is no material Changes / Events
after the date of balance sheet date

Chong? In I he net tire-of business

During the year under review, there Is a change In the nature of
business of the company. Company has added following new line of
business l.e To carry on In India or elsewhere the business of
generation, distribution, production, buying, selling, transmission,
or otherwise to deal in electric power generated by conventional or
non-conventional energy sources including wind thermal, hydro,
atomic & nuclear, solar, bio-mass, natural gas, diesel, coal or other
fuels or any source of energy as may be developed or invented
hereafter and to use the power for captive consumption as well as
forsales and distribution for industrial, commercial, domestic or for
any other purpose and to acquire any licenses, concessions,
facilities from Electricity Boards, Central, State and/or Union
Governments, Semi Governments, or other authorities for
generation, distribution & transmission and trading of power and
for this purpose to own, lease acquire, construct, lay down and
established powersubstation, workshop, transmission lines, and to
operate the power plant on built, own, operate, transfer, lease, or
otherwise to turn to account the same..

To enlarge, promote, and invest in the business activities of
renewable Energy.

To carry on the business. In India or elsewhere, to Import, export,
trade and deal In all kinds of Gold, Silver, Bullion. Platinum,
Diamond, Stones and all other precious metals or any commodities
or any combination thereof in all its form, description and
specification In physical form or in Demat or online trading through
exchange or any other mode of operation and to acquire and trade
and deal In Gold Bonds and Silver Bonds and other Bonds of similar
nature.

To carry on the business in India or elsewhere to buy. sell, exchange
and to deal in Foreign Currencies including on line trading in foreign
currencies of any nature and description.

To carry on the business, In India or elsewhere, to import, export,
trade and deal in all types of commodity products Including
Industrial, commercial, agriculture or household products of any
description and specification In physical, virtual or online Trading..
To carry on the business, in India or elsewhore, to develop,
purchase, sell, give on lease or otherwise to enter into the business
in real estate, land, rood, properties, builder, civil construction,
whether residential, commercial, industrial, agricultural, whether
rural or urban and to set up Industrial park, logistic park, warehouse
and other infrastructure project and to enter into joint venture and
collaboration to carry on this object.

Deposits

During the year under review, the Company did not accept any
deposits from the public within the ambit of section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits)
Rules, 2014.

Particulars of loans, guarantees or investments under section 186
of the Companies Act, 2013

The Company has made compliance with the provisions of Section

186 of the Companies Act, 2013 during the financial year under
review. Please refer to Note 13, to the financial statement for F.Y.
2024-25.

Subsidiary, Associate and Jo<nt Venture

During the year under review, due to the scheme of arrangement
between the Company and its wholly-owned subsidiary, Emkay
Tools Ltd. Emkay Tools Limited ceased to be a subsidiary from
01/04/2024. Also note that the Company does not have any
Associate or Joint Venture Company.

Corporate Governance

The Company has taken all necessary steps to Implement the
provisions of the regulations and detailed Corporate Governance
Report for the F.Y. 2024 25 forms integral part of this Annual Report.
Management Discussion and Analysis I MPA)

Management Discussion and Analysis, for the year under review, as
stipulated under Regulation 34 (2) (e) of SEBI ILODR), 2025, Is
presented In a separate section forming Integral part of this Annual
Report.

Related party transactions

All contracts/ arrangements/transactionsentered by the Company
during the financial year with related parties v;ere in the ordinary
course of business and on arm's length basis. There were no
materially significant transactions With related parties during the
financial year which were in the conflict of interest of the Company.
An "Annexure A- Form AOC-2"on Related Party disclosures for the
year under review, forms part of this Annual Report.

The Policy on Materiality of Related Party Transactions and on
dealing with Related Party Transactions as approved by the Board is
available on the Company's website and can be accessed at
www.ettfl.com
Board Meeting;

During the year under review Ten(10) Boaid Meetings were
convened and held, the details of which are given in the Corporate
Governance Report. The intervening gap between the meetings
was within the period prescribed under the Companies Act, 2013

The details of Meetings of the Board and Its Committees are given
Inthe Corporate Governance Report.

Committees

Pursuant to the provisions of the Act and Rules made there under
and SE8I (LODR) regulation. 2015. the board has constituted
various committees. Composition and other details on the
committee are given In the Corporate Governance Report

Directors and Key Management Personnel
I. Retirement by Rotation

In accordance with the provisions of section 152(6] of the
Companies Act, 2013 and in terms of Articles of Association of
the Company, Mrs Alka Kanoria (DIN: 00041346) was retired
by rotation at the Annual General Meeting (AGM) on 04th
September 2024

II. Profile of the Directors seeking Appointment /Reappointment
Mr. Ajayprakash Kanoria, Managing Director and CEO retired
by rotation and seeking appointment / reappointment at the
ensulng30th Annual General meeting..

Ill Re-appointment of Managing Director and Whole time
Director

In accordance with the provisions of section 196[2] of the
Companies Act, 2013 Mr Ajayprakash Kanoria and Mrs. Alka
Kanoria have been reappointed as Managing Director and
Whole Time Director respectively, effective from 1st April.
2024 for 5 years (till March, 312029.

V. Key Managanai Personnel

Pursuant to Section 2(51) and Section 203 of the Companies
Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
following are the Key Managerial Personnel and during the
year there was no change in KMP's of the Company;

♦ Mr Ajayprakash Kanoria-Chairman. Managing Director & CEO

♦ M rs. Alka Kanoria - Whole Time Director

♦ Mr. Vishnu Sontakke- Chief Financial Officer (CFO)

♦ Mr. Adilya Vinod Kokil - Company Secretary and Compliance
Officer

V 3oard Evaluation

Pursuant to the provisions of the Act and Rules made
thereunder and as provided under Schedule IV of the Act and
Regulation 17(10) of SEBKLODRJ, 2015, annual performance
evaluation of the Directors individually as well as its
committees has been carried out by the Board.

The Policy for Evaluation of Performance of the Board of
Directors was formulated by Nomination and Remuneration

Committee of the Board of Directors and same has been
approved and adopted by the Board of Directors in their
Meeting held on 08th February 2025.

The criteria For evaluation have been provided In the
Corporate Governance Report. Which forms integral part of
this Report. Also, the Policy for Evaluation of Performance of
the Board of Directors Is available on the website of the
Company, for reference visit www.etctl.com

VI. Declaration by Independent Directors

The Independent Directors have submitted their declarations of
independence, as required pursuant to the provisions of section
149(7) of tho Act, stating that they meet the criteria of
independence as provided In section 149(6].

VII. Familiarization Program for Independent Directors

With the commencement of SE8I (LODR) Regulation, 2015 w.e.f.
December 2, 2015 the listed entity is required to conduct the
program for the new joining director of the company to get him/her
familiarized with the company. No new Director Joined the Board of
the Company during the year under review; hence no such program
has been conducted during the FY 2024-25.

VIII. Policies

The SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 mandated the formulation of certain policies for
all listed companies.

We seek to promote and follow the highest level of ethical
standards in all our business transactions. All our corporate
governance policies are availableon our website (http://etctl com).
I he policies are reviewed periodically by the Board and updated
based on need and new compliance requirement. Key policies that
have been adopted by the Company are available on
www.etctl.com

Directors Responsibility Statement

In terms of section 134(3] (cj of the Act. your Directors stale that:
i. in the preparation of the annual financial statements for the
year ended on March 31. 2025, applicable accounting
standards read with requirements set out under schedule III
of the Art. have been followed along with proper explanation
relating to material departures. If any,

II. such accounting policies have been selected and applied
consistently and judgments and estimates made that are
reasonable and prudent so as to give a true and fair view of the
state ol affairs of the company as at March 31,2025 and of the
profit of the company for the year ended on that date,
lii. proper 3no sufficient care has been taken for maintenance of
adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the
company and for prevention and detection of fraud and other
Irregularities,

iv. the annual financial statements are prepared on a going
concern basis,

v. proper Internal financial controls are In place and that the
financial controls are adequate and are operating effectively
and

vi. the systems to ensure compliance with the provisions of all
applicable laws are in place and are adequate and operating
effectively.

Statutory Audit

P.S. THAKARF & Co (Firm registration No.: 128572W). Chartered
Accountants, were appointed as the Auditor of the Company, for a
term of 5 (five) consecutive years, at the Annual Genera! Meeting
held on September 3 8,2023. The Auditor have confirmed that they
arc not disqualified from continuing as t he Auditor of the Company.
M/s P.S. THAKARF 8 Co., Chartered Accountants, has submitted
Auditor’s Report with unmodified opinion and unmodified figures
for the F.Y. March 31, 2025 in compliance of Reg. 33 (1) (d) of SEBl
(I.ODR) Regulations, 2015. The Board has duly reviewed the
Auditor's Report and the Observations and comments, appearing
in the Auditor's Report are self-explanatory and do not call for any

further explanation/ clarification by the Board of Directors.

Secretarial Audit

Pursuant to the provisions of section 204[1] of the Act read with
rule 9 of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014, company is required to annex
the Secretarial Audit report with its Board Report. Accordingly, the
appointment of M/s P. Surbhl & Associates. Nagpur has been made
by the Board in their meeting held on August 10, 2024 to conduct
Secretarial Audit and report thereon for F.Y. 2024-25.

Accordingly, the Secretarial Audit Report given by M/s P Surbhi &
Associates, Nagpur for the F.Y 2024-25 is annexed herewith as
"Annexure B". The Board has duly reviewed the Secretarial
Auditor's Report and the observations and comments, appearing in
the report are self- explanatory and do not call for any further
explanation/ clarification by the Board of Directors as provided
under Section 134 of the Companies Act, 2013.

In accordance with the provisions of Section 204 of the Act read
with Companies (Appointment and Remuneration of Managerial
Personnel) Rules. 2014 and Regulation 24A of the Listing
Regulations, the Board has recommended to the Members of the
Company the appointment of P. Surbhl & Associates, Practicing
Company Secretaries (COP No. 27412 ), as the Secretarial Auditor
of the Company for a term of 5 (five) consecutive financial years,
commencing from the financial year 2025-26 to the financial year
2029-30 to conduct Secretarial Audit of the Company. They have
confirmed their eligibility 3nd qualification required under the Art
and the Listing Regulations for holding the office, as the Secretarial
Auditor of the Company.

Details of Fraud Report by Auditor

As per auditors' report, no fraud u/s 143(12) of the Companies Act,
2013 was reported by the auditor

Maintenance of Cost Records

In compliance with rule (8) sub-rule (5) clause (lx) of Companies
(Accounts) amendment Rules, 2018, the Board of Directors of the
company confirms the maintenance of cost records as specified by
the Central Government undersub-section (1) of section 148ofthe
Companies Act. 2013 is required by the Company and accordingly

such accounts and records arc made and maintained bv the
Company.

Internal Auditor

Pursuant to section 138(1} of Companies Act, 2013 and Rule 13 of
Companies (Accounts) Rules, 2014 the Company has appointed
Mr.Prakash Tiwarl as an Internal Auditor w.e.f 15 October 2024 due
to resignation of Mr. Sumit Galdhane, Internal auditor since his
services have now been transferred to the resulting Company
Emkay Tools Limrted post demerger.

Business Risk Management

The Company has in place a comprehensive Risk Management
framework to Identify, monitor, review various risk elements. On a
periodic basis all necessary steps towards mitigation of various risk
elements which can impact the existence of the Company are taken
by the Management of the Company. All the identified risks are
managed through continuous review of business parameters by
the Management and the Board of Directors are also informed of
the risks and concerns.

Discussion on risks and concerns Is covered separately under
section the Management Discussion and Analysis Report, which
forms Integral part of this Annua! Report.

Vigil Mechanism

The Board of Directors has formulated a Vigil Mechanism/Whistle
Blower Policy which provides a robust framework for dealing with
genuine concerns and grievances.

Internal Control Systems

The Internal Financial Control systems of the Company are
adequate with reference to the Financial Statement, size and
operations of the Company Internal Auditor of the Company
observes the effective functioning of Internal financial controls.
The scope and functions of Internal Auditor is defined and
reviewed by the Audit Committee.

During the year under review, the Internal Financial Control were
tested and no reportable material weakness in the design or
operation were observed.

InsiderTradingCode

In compliance with the Securities and Exchange Board of India
(Prohibition of Insider Trading} Regulations, 2015 ("the PIT
Regulations") and amendments thereto on prevention of Insider
Trading, the Company has a comprehensive Code of Conduct for
Regulating, monitoring and reporting of trading by Insiders along
with policy on legitimate purpose. The Company also has a Code of
Practices and Procedures of fair disclosures of unpublished price
sensitive Information and these code(s) are In line with the PIT
regulations.

Corporate Social Responsibility

The Annual Report on the C5R activities of the Company, pursuant
to Rule 8 of the Companies (Corporate Social Responsibility Policy)
Rules. 2014, is annexed to this report in "Annexure C'\

Business responsibility and sustalnabilltyrepon

The Company believes that it can only be successful In the long

term by creating value both for its shareholders and for society. The

Company is mindful of the needs of the communities and works to

make a positive difference and create maximum value for the

society.

5EBI, vide Its circular dated May 10, 2021, made BRSR mandatory
for the top 1,000 listed companies (by market capitalization) from
FY 2022-2023 in respect of reporting on ESG (Environment, Social
and Governance) parameters. Since, the Company does not fall
under these critena the Business Responsibility & Sustainability
Report for FY 2024-2025 is not applicable to the Company,

Particulars of Employees

TThe information required under section 197 of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given in "Annexure D" that
forms part of the Board's Report

Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo

Information on conservation of energy, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed
under section 134{3][ml of the Act read with the Companies
|Accounts] Rules, 2014. are provided in the Annexure- "E" that
forms part of this Report.

Obligation of Company under the Sexual Harassment, of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
In terms of provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
rule (8) sub-rule (5) clause (x) of Companies (accounts) amendment
Rules 2018. the Company Is required to formulate a Policy to
prevent Sexual Harassment of Women at Workplace and Internal
complaint Committee.

The Company has in place an Internal Complaints Committee (ICC)
in compliance with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.

The Company Is committed to providing a safe and respectful work
environment for 3(1 its employees, and necessary awareness
programs are conducted from time to time

Maternity Benefit provided by the Company under Maternity
Benefit Act 1961

During the year company did not J 0 or more employees, hence me
Maternity Benefit Act 1961 is not appliccuie to the company.

Details of alffcrence between valuation amount on one lime
settlement anti valuation while availing ioan from banks and
Financial institutions

During the Financial year under review, there were no one time
settlement of Loans taken from Banks and Financial Institutions.

Significant ana Material Orders

Following significant material orders was passed during the year
The Hon'ble Mumbai Bench of the National Company Law Tribunal
(NCLT) granted its approval to the Scheme of Arrangement vide

Order No. C.P.(CAA) 122(MB) 2024 dated October 28, 2024. The
entire business of manufacturing tools i.e.. Demerged
Undertaking, as defined in the Scheme, of the Company was
demerged, transferred and vested into Emkay Tools Limited
(“Resulting Company") on going concern basis In accordance with
the Composite Scheme which would not Impact the going concern
status of the Company and its future operation.

Details of Frauds Reported Uy Auditors

There are no frauds against the Company reported by the Auditors
for the period under report.

Acknowledgement

The Directors express their gratitude and warm appreciation for the sincere co-operation to the Dealers, Suppliers, Shareholders, NSE,
Bankers, workers and Employees and various government authorities for their support and look forward to their continued support in the
future.

For and on behalf of the Board of Directors
EMKAYTAPSAND CUTTING TOOLS LIMITED

Nagpur, Saturday August 23,2025

Ajayprnkash Kanoria
Chairman, Managing Directors CFO