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Sutlej Textiles & Industries Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 579.13 Cr. P/BV 0.71 Book Value (Rs.) 49.82
52 Week High/Low (Rs.) 43/24 FV/ML 1/1 P/E(X) 0.00
Bookclosure 18/08/2023 EPS (Rs.) 0.00 Div Yield (%) 2.83
Year End :2026-03 

Your Directors are pleased to present the Twenty-First Annual Report, together with the audited financial statements of
your Company for the year ended 31st March, 2026.

1. FINANCIAL RESULTS

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards
(Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) read with The Companies (Accounts)
Rules, 2014. The financial statements for the financial year ended 31st March, 2026 as well as comparative figures
for the year ended 31st March, 2025 are Ind AS compliant.

The financial highlights of your Company for the year ended 31st March, 2026 are summarized as follows:

Particulars

Standalone

Consolidated

Year ended
31st March, 2026

Year ended
31st March, 2025

Year ended
31st March, 2026

Year ended
31st March, 2025

Total Income

2,584.64

2,664.97

2,593.93

2,698.53

ebitDa

85 14

68 18

71 26

64 63

Less: Depreciation

107 86

109 80

10951

111 21

EBIT

-22.71

-41.62

-38.25

-46.58

Less: Finance Cost

65.79

61.48

66.07

63.42

Profit before Exceptional Items
and Tax

-88.51

-103.10

-104.32

-110.00

Less: Exceptional Items

22.51

22 70

13.16

-

Profit before Tax

-111.02

-125 80

-117.48

-110 00

Less Tax

-31.17

-41 60

-31.17

-41 60

Profit after Tax

-79.85

-84.20

-86.31

-68.40

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

The Company has not transferred any amount to Reserves for the year ended 31st March, 2026.

2. DIVIDEND

Considering the challenges encountered during the year under review, your Board of Directors have decided not to
recommend any dividend for the financial year 2025 - 26. This decision has been taken with a view to conserving
resources to support the Company's future growth initiatives and enhance long-term shareholder value.

3. FINANCE

3.1 Your Company continues to focus on judicious
management of its working capital. Receivables,
inventories and other working capital parameters
were kept under strict check through a process of
continuous monitoring.

3.2 Rating

Your Company has been assigned a rating of:

i. IND A Negative - Outlook : Negative for term
loan facilities.

ii. IND A Negative for fund based and non - fund
based long term working capital limits.

iii. IND A1 for fund based and non - fund based
short term working capital limits.

3.3 Particulars of Loans, Guarantees and
Investments

Details of Loans, Guarantees and Investments made
by your Company and covered under the provisions
of Section 186 of the Act are appended as notes to
the financial statements.

4. EMPLOYEE STOCK OPTION SCHEME
2026 (ESOP 2026)

Pursuant to the approval of shareholders of the
Company through Postal Ballot obtained on
19th April, 2026, the Board of Directors of the
Company have been authorized to introduce and
implement 'Sutlej Textiles and Industries Limited -
Employee Stock Option Scheme 2026' ("ESOP 2026"
or "Scheme").

The Scheme envisages issuance of 33,43,380 (Thirty
Three Lakhs Forty Three Thousand Three Hundred
and Eighty) options to eligible employees of the
Company, including any director, whether whole¬
time or not (excluding promoter and independent
directors), exercisable into not more than 33,43,380
(Thirty Three Lakhs Forty Three Thousand Three
Hundred and Eighty) equity shares of face value of
Re. 1/- (Rupee One only) each fully paid-up, where
one Option would convert into one equity share
upon exercise, on such terms and in such manner,
in accordance with the provisions of the applicable
law and the ESOP 2026.

The grants under the Scheme are further subject to
necessary statutory approvals and would be made
in conformity with the applicable laws. No shares
were awarded to employees under the Scheme

during FY 2025 - 26. As on the date of adoption of
the Report by the Board, there are no stock options
that are either outstanding or exercisable.

5. MODERNIZATION AND OTHER CAPITAL
PROJECTS

During the financial year, your Company
continued with various modernization and
de-bottlenecking activities.

Your Company has invested an amount of
Rs. 63.59 crore on modernization, technology
up-gradation and de-bottlenecking during the year.
This will result in further improvement in efficiency
and sustaining plant utilization and will result in
value addition and improvement in quality.

6. SUBSIDIARIES

The Company has a wholly owned subsidiary in
the USA viz. Sutlej Holdings Inc., which in turn
has a wholly owned subsidiary viz. American Silk
Mills, LLC. Pursuant to the provisions of Indian
Accounting Standard - 110 (Ind AS - 110) prescribed
under the Companies (Accounting Standards) Rules,
2006, the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations, 2015) and as
prescribed by the Securities and Exchange Board of
India, consolidated financial statements presented
by the Company include financial information
of subsidiary companies, and forms part of the
Annual Report.

The highlights of financial performance of the
Company's subsidiaries for the financial year
2025 - 26 are disclosed in Form AOC - 1, and forms
part of the Financial Statements. Your Company has
also formulated a policy for determining material
subsidiaries, which is available on the website of the
Company at the web link:

https://www.sutlejtextiles.com/pdf/Policies%20

&%20Codes/Material%20Subsidiary%20Policy.pdf

7. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

The detailed review of the operations, state of your
Company's affairs, performance and outlook of the
Company is given separately in the Management
Discussion and Analysis Report as required under
Regulation 34 of the Listing Regulations, 2015 by
way of "Annexure I" to this Report.

8. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

8.1 Change in Key Managerial Personnel (KMP)

a) Mr. Rajib Mukhopadhyay ceased to be the Chief
Financial Officer and KMP of the Company
w.e.f. 11th June, 2025.

b) Mr. Sachin J. Karwa was appointed as the
Chief Financial Officer and KMP of the
Company w.e.f. 11th June, 2025.

8.2 Re-appointment of Directors

In accordance with the provisions of Section 152 of
the Act and the Company's Articles of Association,
Mr. Ashishkumar Srivastava (DIN 06527942) will
retire by rotation at the ensuing 21st Annual General
Meeting (AGM) and being eligible, offers himself for
re-appointment.

Necessary resolution seeking approval of the
members for the proposed re-appointment, along
with his brief profile and terms of re-appointment,
have been incorporated in the Notice of the
ensuing AGM.

8.3 Appointment of Directors

a) Mr. C. S. Nopany (DIN 00014587) was appointed
as Managing Director of the Company
designated as "Executive Chairman" for a
period of 3 (three) years w.e.f. 1st August, 2025.

b) On the recommendation of the Nomination
and Remuneration Committee (NRC),
the Board of Directors have appointed
Mr. Alok Ohrie (DIN 01052136) as Additional
Independent Director of your Company
w.e.f. 5th May, 2026, subject to the approval of
the members at the forthcoming 21st AGM of
the Company. Necessary resolution seeking
approval of the members for the proposed
appointment of Director, along with his brief
profile, has been incorporated in the Notice of
the ensuing AGM.

Mr. Alok Ohrie has been appointed for a period
of 5 (five) consecutive years from the date of
his appointment.

In the opinion of the Board the aforementioned
Directors are persons of integrity who possess
essential skills, expertise, and competencies in the
context of the Company's business for effective
functioning and fulfil requisite conditions as per
applicable laws. The key skills, expertise and core

competencies of the Board of Directors are detailed
in the Corporate Governance Report, and forms part
of this Annual Report. Except Mr. C. S. Nopany and
Mr. Arhant Vikram Nopany, no other Directors are
related to each other and are independent of the
management of the Company.

8.4 Cessation / Resignation of Directors

Mrs. Sonu Bhasin (DIN 02872234) ceased to be
an Independent Director of the Company on
completion of her second term of 5 (five) consecutive
years on 6th May, 2025.

The Board places on record its appreciation for the
valuable services and guidance provided by her,
during her tenure as Director.

8.5 Independent Directors

All Independent Directors of the Company
have been appointed for a fixed term of 5 (five)
consecutive years from the date of their respective
appointment / regularization in the AGM and they
are not liable to retire by rotation. All Independent
Directors have declared that they meet the criteria
of independence as laid down under Section 149(6)
& (7) of the Act and Listing Regulations, 2015. The
Independent Directors have also confirmed that
they have complied with the requirements stipulated
under Schedule IV of the Act and the Company's
Code of Conduct.

The Board is of the opinion that the Independent
Directors of the Company possess requisite
qualifications, experience and expertise in the fields
of strategy, planning and execution, management
and leadership, legal and risk management,
corporate governance systems and practices,
finance, banking and accounts and possess the
requisite functional and managerial experience and
they hold highest standards of integrity.

During the year under review, the Non-Executive
Directors of the Company had no pecuniary
relationship or transactions with the Company,
other than sitting fees, commission and
reimbursement of expenses, if any.

8.6 Board Effectiveness

8.6.1 Familiarization Policy

Pursuant to Regulation 25(7) of Listing
Regulations, 2015, the Board has framed a
policy to familiarize the Independent Directors
about the Company. The policy is available on
the website of the Company at the weblink:

https://www.sutlejtextiles.com/pdf/csr/
FamiliarisationProgramme- 2025 - 26.pdf

The Familiarization Policy of the Company
seeks to familiarize the Independent Directors
with the working of the Company, their
roles, rights and responsibilities, vis a vis the
Company, the industry in which the Company
operates, business model, etc.

8.6.2 Board Evaluation

Pursuant to the provisions of the Act and
Listing Regulations, 2015, the Board has carried
out an evaluation of its own performance
and that of the Directors individually, as well
as the evaluation of the working of the Board
Committees. The manner of evaluation
has been explained in the Corporate
Governance Report.

8.6.3 Criteria for selection of Directors, KMPs and
Senior Management Personnel (SMPs) and
their remuneration

The Board on the recommendation of the
Nomination and Remuneration Committee
(NRC) has framed a policy for selection and
appointment of Directors, KMPs and SMPs and
their remuneration. The policy is available on
the Company's website at the weblink:

https://www.sutlejtextiles.com/

pdf/Policies%20&%20Codes/STIL_

Remuneration%20Policy0525.pdf

The policy contains, inter-alia, principles
governing the appointment and remuneration
of Directors, KMPs and SMPs, including
criteria for determining qualifications, positive
attributes, independence of Directors, etc.

8.6.4 Key Managerial Personnel

Pursuant to the provisions of Sections
2(51) and 203 of the Act read with The
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the
following are the Key Managerial Personnel of
the Company:

Ý Mr. Ashishkumar Srivastava, Wholetime
Director & CEO;

Ý Mr. Sachin J. Karwa, Chief Financial
Officer; and

Ý Mr. Manoj Contractor, Company
Secretary & Compliance Officer.

9. MEETINGS OF THE BOARD

A calendar of prospective meetings is prepared and
circulated in advance to the Directors. During the
year, seven meetings of the Board were convened.
The details of Board and Committee meetings
held during the year under review, are given in the
Corporate Governance Report forming part of this
Annual Report. The gap between these meetings
was within the period prescribed under the Act and
Listing Regulations, 2015.

10. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into
during the financial year were on an arm's length
basis and were in the ordinary course of business.
Your Company did not enter into any material
related party transaction with Promoters, Directors,
KMPs or other designated persons.

All related party transactions are placed before the
Audit Committee and also the Board for approval.
Suitable disclosures as required by the Indian
Accounting Standards-24 (Ind AS - 24) have been
made in the notes to Financial Statements.

The Company has formulated a Related Party
Transactions Policy for the purpose of identification
and monitoring of such transactions. The policy
on Related Party Transactions as approved by the
Board is uploaded on the Company's website and is
available at the weblink:

https://www.sutlejtextiles.com/pdf/Policies%20

&%20Codes/RPTPolicy_05.05.2026.pdf

The disclosure of related party transactions as
required under Section 134(3)(h) of the Act in Form
AOC-2 forms part of this report.

11. INTERNAL FINANCIAL CONTROL
SYSTEMS

Your Company's Internal Financial Control Systems
are robust, comprehensive and commensurate with
the nature of its business, size, scale and complexity
of its operations. The system covers all major
processes including operations, to ensure reliability
of financial reporting, compliance with policies,
procedures, laws and regulations, safeguarding of
assets and economical and efficient use of resources.

The Internal Auditors continuously monitor the
efficacy of internal controls with the objective of
providing to the Audit Committee and the Board of
Directors, an independent, objective and reasonable

assurance on the adequacy and effectiveness of the
Company's risk management with regard to internal
control framework.

The policies and procedures adopted by the
Company ensures orderly and efficient conduct
of its business and adherence to the Company's
policies, prevention and detection of frauds and
errors, accuracy and completeness of records and
timely preparation of reliable financial information.
The Audit Committee actively reviews adequacy
and effectiveness of internal control systems
and suggests improvements, for strengthening
them in accordance with business dynamics, if
necessary. It also reviews Internal Audit Reports on
a quarterly basis. The Audit Committee also meets
the Company's Statutory Auditors to ascertain
their views on the Financial Statements, including
the financial reporting system and compliance of
accounting policies and procedures followed by
the Company.

12. AUDITORS

12.1 Statutory Auditors

The Company's Auditors, M/s. BSR & Co., LLP,
Chartered Accountants, (ICAI Firm Registration
Number: 101248W/W-100022), were re-appointed
as the Statutory Auditors of the Company for a
second term of five years commencing from the
financial year 2022 - 23 to hold office from the
conclusion of the 17th AGM of the Company till the
conclusion of the 22nd AGM to be held in the year
2027. The Auditors have confirmed their eligibility
under Section 141 of the Act and Rules framed
thereunder. As required under Regulation 33 of the
Listing Regulations, 2015 the Auditors have also
confirmed that they hold a valid certificate issued by
the Peer Review Board of the Institute of Chartered
Accountants of India.

The Report given by the Auditors on the Financial
Statements of the Company for the financial year
ended 31st March, 2026 is part of the Annual Report.
There has been no qualification, reservation,
adverse remark, reporting of any fraud including
under Section 143(12) of the Act or disclaimer by the
Auditors in their Report.

12.2 Internal Auditors

The Board of Directors on the recommendation of
the Audit Committee of the Board has appointed
M/s. Singhi & Co., Chartered Accountants (Firm
Registration Number: 302049E) as Internal Auditors

of the Company. M/s. Singhi & Co. have confirmed
their eligibility and have granted their consent to act
as Internal Auditors of the Company for the financial
year 2026 - 27.

12.3 Cost Records and Cost Auditors

In conformity with the provisions of Section 148
of the Act read with The Companies (Cost Records
and Audit) Amendment Rules, 2014, Cost Audit
is applicable to the Company. The accounts and
records for the same are made and maintained by the
Company as specified by the Central Government
under Section 148(1) of the Act. The Board on the
recommendation of the Audit Committee, has
appointed M/s. K. G. Goyal & Associates, Jaipur, Cost
Accountants (Firm Registration Number: 000024) to
audit the cost records relating to the Company's units
for the financial year ending on 31st March, 2027, at a
remuneration as specified in the Notice convening
the 21st AGM.

As required under the Act, the remuneration
payable to the Cost Auditor is required to be placed
before the members in a general meeting for their
ratification. Accordingly, a resolution seeking
member's ratification for the remuneration payable
to M/s. K. G. Goyal & Associates, Cost Accountants
is included in the Notice convening the 21st AGM.

12.4 Secretarial Auditors

The shareholders at the 20th Annual General
Meeting held on 29th July, 2025 had approved the
appointment of M/s. CSM & Co., peer reviewed
firm of Company Secretaries in Practice (Firm
Registration Number: P2025RJ105300) as Secretarial
Auditors of the Company for a term of 5 (five)
consecutive years to hold office till the conclusion
of the 25th AGM of the Company to be held in the
year 2030. The Secretarial Auditors have confirmed
that they are not disqualified from continuing as
Secretarial Auditors of the Company in terms of
provisions of the Act & Rules made thereunder and
Listing Regulations, 2015.

12.5 Secretarial Audit and Secretarial Compliance
Report

The Secretarial Audit Report does not contain
any qualification, reservation, adverse remark or
disclaimer and is annexed to this Report.

In addition to the above and pursuant to SEBI
circular dated 8th February, 2019, a report on
Secretarial Compliance for the financial year
2025 - 26 has been submitted to stock exchanges.

13. BUSINESS RISK MANAGEMENT

Pursuant to Regulation 17(9) of the Listing
Regulations, 2015, the Company has laid down a
robust risk management framework to inform the
Board about the risk assessment and minimization
procedures undertaken by the Company. Your
Company has formed a Risk Management
Committee, for timely identification and mitigation
of risks as a good governance practice.

The risk management framework is designed to
identify, evaluate and assess business risks and
their impact on Company's business. The risk
assessment and minimization procedures are
reviewed by the Risk Management Committee
and the Board periodically to ensure that executive
management controls risk through the mechanism
of a properly defined framework. The framework is
aimed at creating and protecting stakeholder value
by minimizing threats and losses and identifying
and maximizing opportunities.

The Risk Management Policy is available on the
Company's website at the weblink:

https://www.sutlejtextiles.com/pdf/Policies%20

&%20Codes/Risk%20Management%20Policy.pdf

14. ENERGY CONSERVATION,
TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS
AND OUTGO

The requisite information with regard to
conservation of energy, technology absorption and
foreign exchange earnings and outgo, as required
to be disclosed pursuant to Section 134(3)(m) of the
Act read with Rule 8 of The Companies (Accounts)
Rules, 2014 is given to the extent applicable in
"Annexure II", to this Report.

15. CORPORATE GOVERNANCE

Your Company is committed to maintain highest
standards of ethics and governance, resulting
in enhanced transparency for the benefit of all
stakeholders. Your Company has implemented
all the stipulations enshrined in the Listing
Regulations, 2015, and the requirements set out
by the Securities and Exchange Board of India.
The Report on Corporate Governance as stipulated
under Regulation 27 of the Listing Regulations,
2015 forms part of this Report as "Annexure III".
The requisite Certificate from M/s. CSM & Co.,

confirming compliance with the conditions of
Corporate Governance stipulated under Regulation
27 of the Listing Regulations, 2015 is annexed to the
Report on Corporate Governance, and forms part of
this Report.

16. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is an integral part
of your Company's ethos and policy and has been
pursued on a sustained basis. In conformity with
Section 135 of the Act and Rules made thereunder,
your Company has formed a Corporate Social
Responsibility (CSR) Committee to oversee the CSR
activities undertaken by the Company. The details of
the Committee and its terms of reference are set out
in the Corporate Governance Report forming part
of the Board's Report. Your Company has adopted a
CSR Policy which provides a broad framework with
regard to implementation of CSR activities carried
out by the Company in accordance with Schedule
VII of the Act. The CSR Policy is available on the
Company's website at the weblink:

https://www.sutlejtextiles.com/pdf/Policies%20

&%20Codes/CSR%20Policy2022.pdf

During the financial year 2025-26, your Company
has spent Rs. 42.06 lakhs towards CSR activities. A
report on CSR activities as prescribed under the Act
and Rules made thereunder is annexed herewith as
"Annexure IV".

17. VIGIL MECHANISM / WHISTLE BLOWER
POLICY

Your Company has in place a vigil mechanism for
directors and employees to report concerns about
unethical behaviour, actual or suspected fraud or
violation of your Company's Code of Conduct.

Under the vigil mechanism of the Company, which
also incorporates a Whistle Blower Policy in terms
of Regulation 22 of the Listing Regulations, 2015,
protected disclosures can be made by a whistle
blower through an e-mail, or dedicated telephone
line or a letter to the Chairman of the Audit
Committee. Adequate safeguards are provided
against victimization to those who avail of the
vigil mechanism.

The Whistle Blower Policy is available on the
Company's website at the weblink :

https://www.sutlejtextiles.com/pdf/Policies%20

&%20Codes/Whistle%20Blower%20Policy.pdf

18. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Your Company does business that delivers long
term shareholder value and benefits society. Your
Company continues to focus on its commitments
which are aligned with national priorities and
United Nations Sustainability Development Goals.

Your Company aims to create a positive business
environment and empowering your Company's
employees to make sustainable business decisions.

The Business Responsibility and Sustainability
Report (BRSR) is aligned with the principles
enshrined in the National Guidelines on Responsible
Business Conduct (NGRBC) issued by the Ministry
of Corporate Affairs.

Pursuant to Regulation 34(2)(f) of Listing Regulations,
2015, the BRSR of the Company for the financial
year 2025-26 is annexed as "Annexure V" and forms
an integral part of this Report.

19. PREVENTION OF SEXUAL HARASSMENT
AT WORKPLACE

Your Company has in place a Policy on prevention,
prohibition and redressal of sexual harassment at
workplace as required under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (POSH) and Rules
framed thereunder. Our POSH Policy is inclusive
and gender neutral, detailing the governance
mechanisms for prevention of sexual harassment
issues relating to employees across genders. This
has been widely communicated internally. Your
Company has constituted an Internal Complaints
Committee as per the requirement of the Act to
redress complaints relating to sexual harassment at
its workplaces. No complaints were received during
the year under review.

20. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and
Section 92(3) of the Act read with Rule 12 of the
Companies (Management and Administration)
Rules, 2014, a copy of the Annual Return of the
Company for the financial year ended 31st March,
2026 is uploaded on the website of the Company
and can be accessed at www.sutlejtextiles.com

21. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of
Directors and employees as required under Section
197(12) of the Act and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (Rules) have been appended
as "Annexure VI" to this Annual Report.

The statement containing particulars of employee
remuneration as required under provisions of
Section 197(12) of the Act and Rule 5(2) and 5(3) of the
Rules, forms part of this Report. In terms of Section
136(1) of the Act, the Annual Report is being sent to
the shareholders, excluding the aforesaid statement.
The statement is open for inspection upon request
by the shareholders, and any shareholder desirous
of obtaining the same may write to the Company at
investor.relations@sutlejtextiles.com

22. COMPLIANCE OF ACCOUNTINGSTANDARDS

As per requirements of the Listing Regulations,
2015 and applicable Accounting Standards, your
Company has made proper disclosures in the
Financial Statements. The applicable Accounting
Standards have been duly adopted pursuant to the
provisions of Sections 129 and 133 of the Act.

23. COMPLIANCE OF SECRETARIAL
STANDARDS

The Company has complied with the Secretarial
Standards issued by the Institute of Company
Secretaries of India and forming part of the
Act, on meetings of the Board of Directors and
General Meetings.

24. DIVIDEND DISTRIBUTION POLICY

As required under Regulation 43A of Listing
Regulations, 2015, your Company has formulated
a Policy on Distribution of Dividend which can be
accessed at the weblink:

https://www.sutlejtextiles.com/pdf/Policies%20

&%20Codes/Dividend-Distribution-Policy.pdf

25. DIRECTORS' RESPONSIBILITY
STATEMENT

To the best of their knowledge and belief and
according to the information and explanations

obtained, your Directors make the following

statements in terms of Section 134(3)(c) of the Act :

a. that in the preparation of the annual financial
statements for the year ended 31st March, 2026,
the applicable accounting standards have
been followed along with proper explanation
relating to material departures, if any;

b. that such accounting policies have been
selected and applied consistently and
judgment and estimates have been made
that are reasonable and prudent so as to give
a true and fair view of the state of affairs of
the Company as at 31st March, 2026 and of
the profit or loss of the Company for the year
ended on that date;

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. that the annual financial statements have been
prepared on a going concern basis;

e. that proper internal financial controls were
in place and that the financial controls were
adequate and were operating effectively; and

f. that systems to ensure compliance with the
provisions of all applicable laws were in place
and were adequate and operating effectively.

26. OTHER DISCLOSURES

During the year under review:

Ý no significant and material orders were
passed by the regulators or courts or tribunals
impacting the going concern status of the
Company and / or its operations in future;

Ý no proceedings are made or pending under
the Insolvency and Bankruptcy Code, 2016 and
there is no instance of one-time settlement
with any Bank or Financial Institution;

Ý no shares with differential voting rights and
sweat equity shares have been issued;

Ý there was no instance of buyback of shares;

Ý no public deposits as defined under Chapter V
of the Act have been accepted by the Company;

Ý there were no instances of receipt of any
remuneration or commission by the Managing

or Wholetime Director of the Company from
any of its subsidiaries;

Ý the Company has complied with the provisions
of Maternity Benefit Act, 1961;

Ý no agreements requiring disclosure under
clause 5A of part A of para A of Schedule III,
of the Listing Regulations, 2015 were entered.

27. CAUTIONARY STATEMENT

Statements in the Directors Report and the
Management Discussion and Analysis describing
the Company's objectives, expectations or
predictions, may be forward looking within
the meaning of applicable securities laws and
regulations. Actual results may differ materially from
those expressed in the statement. Important factors
that could influence the Company's operations
include global and domestic demand and supply
conditions affecting selling prices, new capacity
additions, availability of critical materials and their
cost, changes in government policies and tax laws,
economic development of the country, and other
factors which are material to the business operations
of the Company.

28. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere
appreciation for the assistance and co-operation
received from various stakeholders including
financial institutions and banks, government
authorities and other business associates who have
extended their valuable support and encouragement
during the year under review.

Your Directors take this opportunity to place on
record their appreciation for the committed services
rendered by the employees of the Company at all
levels, who have contributed significantly towards
the Company's performance and for enhancing its
inherent strength.

Your Directors also acknowledge with gratitude
the encouragement and support extended by our
valued shareholders.

For and on behalf of the Board
(C. S. Nopany)

Place: Mumbai Executive Chairman

Dated: 05th May, 2026 DIN 00014587


 
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