The Board of Directors hereby submits the report of the
business and operations of your Company, along with
the audited financial statements, for the financial year
ended March 31,2025.

on growth track. The Board will give all efforts to give the
shareholders all the value.

SHARE CAPITAL: During the Financial year, the Company
had not issued any Equity Shares with Differential rights,
any Sweat Equity Shares and any Employee Stock
Options.

FINANCIAL RESULTS:

OPERATIONS AND STATE OF COMPANY AFFAIRS

The year to which this report relates is to the thirty Sixth
year of incorporation/operation. Your Company was
incorporated to carry on the business of manufacturing,
processing and selling of rubberized coir products.
However with the change in policy and demand of market
the business went down and the Company has not been
able to grow.

Your Company is not having any commercial operation
or operative income during the year. The Company has
retained earnings on which interest is earned. During
the year under review, your Company had earned Rs.
53.90 lakh and resulting net profit of Rs. 23.15 lakh as
compared with the previous year as Rs. 55.25 lakh and
Rs. 23.50 lakh respectively.

Your Directors are exploring all options to bring new
business to Company and to make the Company back

DIVIDEND: Owing to conserve the resources of the
company, your Directors do not recommend any Dividend
for the Financial Year ended at 31 st March, 2025.

MATERIAL CHANGES AND COMMITMENTS OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR AND THE
DATE OF THE REPORT

There are no significant material changes and commitment
affecting the financial position of the company between
the end of the financial year and the date of this report.

TRANSFER TO RESERVE

The Board does not propose any amount to carry to any
specific reserves.

CHANGES IN NATURE OF BUSINESS

There is no significant change in the business activity of
the company during the financial year.

CORPORATE GOVERNANCE

As per pursuant to the provision of Regulation 15(2) of
SEBI (Listing Obligation and Disclosure Requirements)
Regulation 2015 the Company is Not Required To Comply
with the Corporate Governance Provisions as specified
in regulations 17,18,19, 20, 21,22, 23, 24, 25, 26, 27
and clauses (b) to (i) of sub-regulation (2) of regulation
46 and para C, D and E of Schedule V.

DETAILS OF SUBSIDIARY

There are no subsidiaries and Joint Ventures Companies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year, the term of Mr. V K Balaji (DIN:00084412),
Independent Director expired on 18th December,2024

Based on the recommendation of Nomination and
Remuneration Committee, the Board of Directors
considered and unanimously approved the appointment
of Mr. Srinivasan Balasubramanian (DIN: 01223266)
as an Additional director and Independent Director of
the Company for a term of 5 years effective from 16th
December, 2024 to 15th December, 2029.

The appointment of S. Balasubramanian was also
approved by the shareholders through the postal Ballot
held on 15th March, 2025.

The term of Ms. Shanthi (DIN: 07145742),serving the
Board as Women Independent Director expired on 31st
March,2025 and the Board will be appointing a Women
Independent Director in her place.

CODE OF CONDUCT

The members of the Board of Directors and the Senior
Management Personnel have affirmed compliance with
the Code of Conduct as formulated by the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received from its Independent
Directors the necessary declaration that they meet the
criteria of Independence as provided.

EVALUATION OF THE BOARD AND ITS COMMITTEE

The Board has made a formal annual evaluation of its
own performance and that of its individual directors and
Committees.

The following policies relating to Appointment of
Directors, payment of Managerial Remuneration,
Directors Qualification, positive attributes, independence
of Directors and other related matters as provided under
the Section 178(3) of the Companies Act, 2013 of the
Company are attached for

(a) Policy relating to selection of Directors appointment-
Annexure B

(b) Remuneration policy for Directors, Key Managerial
Personnel and other Employees- Annexure C.

AUDITORS

STATUTORY AUDITORS

The Statutory Auditors M/s Balaji & Thulasiraman were
appointed at the 34th Annual General Meeting held on
27th September, 2023 as Statutory Auditors for a period
of 5 consecutive Years commencing from the financial
year 2023-24 to 2027-28.

SECRETARIAL AUDITOR

M/S SPAN & Co Company Secretaries LLR were
appointed Secretarial Auditor of the Company for a
period of five consecutive years commencing from the
Financial year 2025-26 to 2029-30 at the Board Meeting
held on 22nd May,2025,subject to the approval of the
Members in the ensuing AGM of the Company.

Audit reports:

• The Auditors’ Report for the Financial Year
2024-25 does not contain any qualification, reservation
or adverse remark. Flowever the Auditor has observed
and mentioned about the outstanding Income tax and
TDS dues of Rs.4,38,034 and Rs.52,765/- respectively,
pertaining to the Covid Period.

Boards Reply: The Board states that the outstanding TDS
dues have been paid and ensures that the outstanding
Income tax dues will be paid in the Current Financial
Year. The Auditors’ Report is enclosed with the financial
statements in this Annual Report

• The Secretarial Auditors’ Report for Financial Year
2024-25 does not contain any adverse remark. The
Secretarial Auditors’ Report is enclosed as Annexure D
to the Board’s report in this Annual Report.

EXTRACT OF THE ANNUAL RETURN:

As required under Section 134(3) (a) of the Act, the
Annual Return is put up on the Company’s website.

BOARD OF DIRECTORS:

During the year five Meetings of the Board of Directors
were held. The details of the Meetings are furnished
below.

The dates on which the said meetings were held are
as follows: 22nd May, 2024, 12th August, 2024, 13th
November 2024, 16th December, 2024, and 30th
January, 2025.

COMMITTEES OF THE BOARD AND MEETINGS

As on March 31, 2025, the Company has Audit
Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee.

During the year 2018-19 the Board has dissolved the
Risk Management Committee and Corporate Social
Responsibility Committee as the provisions relating to
maintenance of such committees is not applicable to the
Company.

A. Audit Committee

Terms of Reference: The Company has constituted a
qualified independent Audit Committee which acts as
a link between the management, external and internal
auditors and the Board of Directors of the Company. The
Committee is responsible for overseeing the Company’s
financial reporting process by providing direction to audit
function and monitoring the scope and quality of internal
and statutory audits. The brief description of the terms of
reference of the Committee is given below

- Review of the quarterly/half-yearly/annual financial
statements with reference to changes, if any, in
accounting policies and reasons for the same.

- Major accounting entries involving estimates based
on exercise of judgment by management, adjustments,
if any, arising out of auditing findings

- Compliance with listing and legal requirements relating
to financial statements, qualifications, if any, in the draft
audit report.

- Review of adequacy of internal control systems, internal
audit function and discussion on internal audit reports.

- To have full access to information contained in the
records of the company and external professional advice,
necessary.

To oversee the Company’s financial process and the
disclosure of its financial information to ensure that the
financial statements are true and fair.

The composition of the Audit Committee and the details
of meetings attended by its members are given below:

Four Audit Committee meetings were held during the
year. The dates on which the said meetings were held
are as follows: 22nd May, 2024,12th August,2024,13th
November,2024, and 30th January, 2025.

The necessary quorum was present at all the meetings.
All the members of the Committee have vide exposure
and possess sound knowledge in the area of Accounts,
finance, audit, internal control etc.

B. Nomination and Remuneration Committee

The Company has a Nomination and Remuneration
Committee (NRC) constituted pursuant to the provisions
of Regulation 19, read with Part D of Schedule II of the
SEBI Listing Regulations and Section 178 of the Act.

Terms of Reference

The brief description of the terms of reference of the
Committee is given below:

- Formulate Remuneration Policy and a policy on Board
Diversity.

- Formulate criteria for evaluation of Directors and the
Board.

- Identifying persons who are qualified to become
directors and who may be appointed in senior
management in accordance with the criteria lay down,
and recommend to the Board their appointment and
removal.

-To ensure that the Remuneration Policy shall also
include the criteria for determining qualifications,
positive attributes and independence of a Director
and recommend to the Board a policy, relating to the
remuneration for the Directors, Key Managerial Personnel
and other employees.

- Identify persons who are qualified to become Directors
and who may be appointed in Senior Management in
accordance with the criteria laid down, recommend to
the Board their appointment and removal and shall carry
out evaluation of every Director’s performance.

Composition of the Nomination and Remuneration
Committee and Attendance of each member in the
Committee Meetings are given below.

During the financial year 2024-25, one meeting was
held in 16th December, 2024.

*No meeting was held after the appointment of
Mr. S Balasubramanian

During the year concerned, none of the Directors
have been paid any remuneration but they have been
reimbursed their actual expenses i.e., Conveyance &
Food etc. for attending the Board & other Committee
Meetings.

C. Stakeholders Relationship committee:

Terms of Reference

The Committee oversees performance of Registrars and
Share Transfer Agents of the Company and recommends
remedial measures to improve quality of investors'
services and reviews all matters connected with transfer/
transmission of securities of the Company and approves
issue of duplicate certificates. The Committee also looks
into redressal of shareholders'/ investors' complaints
related to transfer of shares, non-receipt of annual
reports, non-receipt of declared dividend etc.

The composition of the Stakeholders Relationship
Committee and attendance of each member in the
Committee Meetings is given below:

During the year two meetings were held, 22nd May,
2024 and 13th November, 2024.

*No meeting was held after the appointment of
Mr.S Balasubramanian.

Pursuant to the provisions of Section 134(5) of the Act
the Board of Directors, to the best of their knowledge and
ability, confirm that:

(a) In the preparation of the Annual Financial Statements
for the year ended March 31, 2025, the applicable
Accounting Standards had been followed along with
proper explanation relating to material departures;

(b) for the financial year ended March 31, 2025, such
accounting policies as mentioned in the Notes to the
financial statements have been applied consistently
and judgments and estimates that are reasonable
and prudent have been made 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 of the
Company for the financial year ended 31st March,
2025;

(c) that proper and sufficient care has been taken
for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

(d) The annual financial statements have been prepared
on a going concern basis;

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

(f) that proper systems have been devised to ensure
compliance with the provisions of all applicable laws
were in place and that such systems were adequate
and operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

The Company has not made any loans or investment
and has not given any guarantees as per the provisions
of section 186 of the Act read with the Companies
(Meetings of Board and its Powers) Rules, 2014, for the
financial year 2024-25.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

There were no materially significant transactions with
Related Parties during the financial year 2024-25
which were in conflict with the interest of the Company.
Accordingly the details in the Form AOC 2 are not
applicable.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

There are no significant and material orders passed
by the Regulators or Courts or Tribunals which would
impact the going concern status of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Act,
read with Rule 7 of the Companies (Meetings of Board
and its Powers) Rules, 2014 and in accordance with
the requirements of Securities and Exchange Board
of India (Prohibition of Insider Trading) (Amendment)
Regulations, 2018, the Board of Directors had approved
the Policy on Vigil Mechanism/Whistle Blower and the
same was hosted on the website of the Company. This
Policy inter-alia provides a direct access to the Chairman
of the Audit Committee. Your Company hereby affirms
that no Director/employee has been denied access to the
Chairman of the Audit Committee.

DEPOSITS

Your Company has not accepted any deposit within the
meaning of provisions of Chapter V of the Act read with
the Companies (Acceptance of Deposits) Rules, 2014
for the financial year ended March 31, 2025.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has designed a proper and adequate
internal control system to ensure adherence to the
Company’s policies, the assets are safeguarded, and
that transactions are accurate, complete and properly
authorised prior to recording. Details are provided
in Management Discussion and Analysis Report in
Annexure A to this report.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

A. CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION

Energy Conservation is being given top priority and the
Company monitors the energy costs and reviews the
consumption of energy on a regular basis.

B. FOREIGN EXCHANGE EARNING AND OUTGO

There was no foreign exchange expenses and income
during the year.

Acknowledgments

We thank our customers, vendors, investors, bankers,
employee for their continued support during the year. We
place on record our appreciation of the contribution made by
our employees at all levels to achieve its growth plan.

For and on behalf of the Board of Directors

Sd/- Sd/-

N.Neelakanda Pillai MuraliKrishnan

Managing Director Director

Place: Chennai
Date: 22-05-25