Dear Members,
Your directors are pleased to present the 41fl Annual Report on the business and operations of the Company together with the Standalone Audited Financial Statements for the financial year ended 31 March, 2025.
FINANCIAL PERFORMANCE OF THE COMPANY
The summary of the financial performance for the financial year ended March 31,2025 and the previous financial year ended March 31,2024 are given below:
(Rs.in Lakhs)
| Particulars | For the Year ended 31" March, 2025 | For the Year ended 31" March, 2024 |
| Revenue from Operations | 3510.94 | 3649.30 |
| Profit before depreciation & Tax | -14.53 | 37.22 |
| Less: Depreciation | 34.74 | 35.20 |
| Profit before Tax | -49.27 | 2.02 |
| Current Tax | 0 | 0 |
| Deferred Tax Provision | -20.15 | 10.16 |
| Profit after Tax | -29.12 | -8.15 |
| Other Comprehensive Income (OCI] | ||
| Profit after Tax (Net of OCI) | -29.12 | TO |
| Profit brought forward from last year | 134.85 | 143 |
| Profit carried over to Balance Sheet | 105.74 | 134.85 |
OPERATIONAL REVIEW
The Company has recorded sales of Rs.3510.94 lakh for the current year 2024-2025 as compared to Rs. 3649.30Lakh in the previous year 2023-2024. The Net Loss for the year under review amounted to Rs29.12 lakh in the current year as compared to Loss of Rs.8.15 Lakh in the previous year.
STATE OF AFFAIRS /HIGHLIGHTS
1. The Company is engaged in the business of manufacturing of textile.
2. There has been no change in the business of the Company during thefinancial yearended March 31,2025.
SHARE CAPITAL STRUCTURE OF THE COMPANY
During the year there has been no change in the authorized equity share capital or issued and paid-up equity share capital. The companysequity share capital structure as on 31.03.2025 stood as under:
(A) Authorised Capital (Rs): 40,000,000 (consisting of4,000,000 equity shares of face value of 10/- each)
(B) Issued, Subscribed and Paid-up Capital (Rs): 32,037,000 (consisting of 3,203,700 equity shares of face value of 10/- each) Note: The Company does not have any preference share capital orany other type of equity share capital.
DIVIDEND
The Board of Directors does not recommend any dividend for the year.
TRANSFER TO RESERVES
The Board has decided not to transfer any amount to the Reserves forthe year under review LISTING WITH STOCK EXCHANGE
The Equity Shares of the Company are listed on BSE (Bombay Stock Exchange) Limited.
The Listing fee for the financial year 2025-2026 has been paid by the Company.
CORPORATE SOCIAL RESPONSIBILITY
The Provision of Section 135 of the Companies Act,2013 are not applicable to the Company.
INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY
As on March, 2025, The Company does not have any Subsidiary, Joint venture or Associate Company and the provisions regarding disclosure of names of companies which ceased to be the subsidiary, joint venture or associate companies are not applicable.
DIRECTORS AND KEY MANAGERIAL PERSONNEL I.Retire bv Rotation
Mrs. Preeti(DIN:10725334) Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment.The brief profile of the Director is furnished in the Notice convening the AGM of the Company.
II Changes in the Directors & KMP
Cessation of Mr. Anil Ladha (DIN:00251432)as an Independent Director of the Company with effect from 30*" September, 2024 consequent to the completion of 2 consecutive terms of 5 years.
Cessation of Mrs. Radhika Mukhija (DIN:00507397) as an executive director of the Company with effect from 30*August, 2024.
Appointment of Mr. Raj Kumar Agal (DIN: 10832234) as an Additional Director (Non-Executive & Independent) with effect from 14" November, 2024.
Appointment of Mrs. Preeti (DIN: 10725334) as Director (Executive) with effect from 08" August, 2024.
III Key Managerial Personnel
As on date of this report, the following persons are the Key ManagerialPersonnel(s) ofthe Company:
a) Mr. Rajeev Mukhija, Managing Director
b) Ms. Shubhangi Janifer, Company Secretary and Compliance Officer
c) Mr. Mahendra Kumar Jain, Chief Financial Officer
d) Mr. Mayank Jagga, Chief Executive officer
IV Independent Directors Declaration
Declaration given by Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 ofthe Companies Act, 2013 and Rule 5 ofthe Companies (Appointment and Qualification of Directors) Rules, 2014 has been received and taken on record.
KYC OF DIRECTORS
Your directors have confirmed that pursuant to the Rule 12A of The Companies (Appointment and Qualification of Directors) Rules, 2014, they have individually filed DIR-3 KYC WEB (KYC of Directors) on the Ministry of Corporate Affairs within specified time period. A certificate from a Company Secretary in practice that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of Companies by the Board/ Ministry of Corporate Affairs or any such statutory authority is provided in the Report.
COMPLIANCE WITH SECRETARIAL STANDARD
The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.
AUDITORS & AUDITORS REPORT
Pursuant to Section 139(2) ofthe Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the Company at its Annual General Meeting held on September 30, 2024, has appointed M/s Deepak Agal & Co, (FRN:019684C), Chartered Accountants as Statutory Auditor to hold office until the conclusion of the 41"AGM of the Company to fill the casual vacancy caused by the resignation of M/s R H DA & Associates.
The Statutory Auditors Report is annexed to this Annual Report. The Statutory Audit Report does not contain any qualification reservation or adverse remark or disclaimer made by Statutory Auditors. The notes to the accounts referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments
The Board has proposed the Appointment of M/s Deepak Agal & Co, Chartered Accountants, (Firm Registration No 019684C) Bhilwara, as a statutory Auditor of the Company to hold the office from the Conclusion of Ensuing Annual General until the conclusion of Annual General Meeting of the Company to be held in the year 2030.
M/s Deepak Agal & Co, Chartered Accountants, has consented to act as the Statutory Auditor of the Company and confirmed that their appointment, if approved, would be within the limits prescribed under the Companies Act, 2013 and SEBI LODR Regulations.They have further confirmed that they are not disqualified to be appointed as the Statutory Auditor under the applicable provisionsoftheAct, rules made thereunder, and SEBI Listing Regulations.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s R K Jain & Associates, Practicing Company Secretaries (Proprietor Mr.Rajendra Kumar Jain, Membership No. F4584; CP No. 5844; Peer Review Certificate No. 1361/2021 )to undertake the Secretarial Audit of the Company for the financial year 2024-25.
The Secretarial Audit Report for financial year 2024-25 is annexed herewith as "Annexure-r.The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.
INTERNALAUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Company has appointed M/s. S P Kacholiya & Associates (FRN No.022674C), Chartered Accountant, Bhilwara, as Internal Auditor of the Company for the financial yearended 31" March, 2025.
The Audit Committee recommended and the Board approved the Re-appointment of M/s. S P Kacholiya & Associates (FRN No.022674C Bhilwaraas the Internal Auditor of the Company for the financial year 2025-2026.
COSTRECORD
As per section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is not required to maintain cost records
MANAGEMENT DISCUSSIONS & ANALYSIS
Managements Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations ") and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing Regulations"), is presented in a separate section forming part of the Annua I Report.
BOARDS COMMENT ON THE AUDITORS REPORT
"The Auditors have not made any qualifications, reservations, adverse remarks, or disclaimers in their report on the financial statements forthe financial year ended 3T March 2025. Therefore, no further explanation is required in this regard."
HUMAN RESOURCE DEVELOPMENT
Your Company consider its Human Resources as the key to achieve its objective. Keeping this in view, your Company take utmost care to attract and retain quality employees. The Company believes that, by effectively managing and developing human resources, it can achieve its vision. A significant effort has been undertaken to develop leadership as well as technical/ functional capabilities in orderto meet future talent requirement.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-H".
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year ended March 31,2025, were on an arms length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.
PARTICULARS OF LOANS AND INVESTMENT
The Company has not made any Investment, given guarantee and securities during the financial year under review. Therefor no need to comply provisions of section 186 of Companies Act, 2013.
PUBLIC DEPOSITS
During the Financial year 2024-2025, your Company has not Accepted any deposits within the meaning of Section 73 and 74 of CompaniesAct, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.
Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.
The Company complied with this requirement within the prescribed timelines.
COMMENTS ON AUDITORS REPORTS
There is no adverse remark or comments in the Statutory Auditors Report and therefore no comments are required in the Directors Report.
RISK MANAGEMENT POLICY
Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework.
PARTICULARS OF EMPLOYEES & ANALYSIS OF REMUNERATION
Particulars of employees and analysis of remuneration as required under section 197 (12) of the CompaniesAct, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure - III.
Details of the top ten employees in terms of remuneration drawn and name of every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure- IV.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes or commitments occurred between the end of the financial year to which the financial statements relate and the date of this report that affect thefinancial position of the company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS. COURTS AND TRIBUNAL
During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyRs.s operations in future.
WEB LINK OF ANNUAL RETURN
As required under sub-section (3) of section 92 of the Companies Act, 2013 as amended, copy of the annual return will be placed on website of the Companywww.nutechglobal.com afterfiling with MCA, web link-https://www.nutechglobal.com/annualreports.
DETAILS IN RESPECT OF FRAUD
During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the CompaniesAct, 2013.
INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS
The Company has an adequate system of Internal Financial Control commensurate with its size and scale of operations, procedures and policies, ensuring efficient and orderly conduct of its business, including adherence to the Companys policy, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.
Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board is of the opinion that the Company has adequate Internal Financial Control System that is operating effectively during the year under review.
There were no instances of fraud which necessitates reporting of material mis-statement to the Companys operations.
NON-APPLICABILITY OF CORPORATE GOVERNANCE PROVISIONS OF SEBI fLISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATION. 2015
Pursuant to the provisions of Regulation 15 and Chapter V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Companies having paid up equity share capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year are not required to comply with the provisions of Regulation 27 of the SEBI Listing Regulations.
As per the Audited Financial Statements of the Company, the paid-up Equity Share Capital and Net worth does not exceed the limit as mentioned above; hence compliance with the provisions of the Corporate Governance is not applicable to the Company.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE "POSH":
The Company has adopted a Policy on Prevention of Sexual Harassment at Workplace which is in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder. The policy has been formed in order to prohibit, prevent or deter the commission acts of sexual harassment at workplace. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under the Policy and the Policy is gender neutral. During the year there were no complaints/cases filed/ pending pursuant to the said Act.
PROCEEDINGS PENDING UNDER THE INSOLVENCYAND BANKRUPTCY CODE 2016
There is no application filed for Corporate Insolvency Resolution Process, by a financial or operational creditor or by the company itself under the Insolvency and Bankruptcy Code, 2016 before the NCLT.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31, 2025, are in full conformity with the requirement of the Companies Act, 2013.
The Directors further confirm that: -
a. in the preparation of the annual accounts for the financial year ended March 31,2025, the applicable accounting standards had been followed along with the proper explanation relating to material departures;
b. 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 as on March 31,2025, and of its profit and loss for the financial year ended on that date;
c. the Directors had taken proper and sufficient care 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 Director had prepared the annual accounts for the financial year 2024-25 on a going concern basis; and
e. the Directors had devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systemsare adequate and operating effectively.
OTHER DISCLOSURES UNDER COMPANIES ACT. 2013& SECRETARIAL STANDARD -1:
i) BOARD OF DIRECTORS Composition of the Board
The Board of Directors of the Company comprises of Five Directors and composition of Board of Directors of the Company is in conformity with the applicable provisions of the Companies Act, 2013. The details of Board Composition as on 3T* March,2025 are appended below:
| Name of the Director | Whether Promoter / Executive or Non-Executive / Independent |
| Mr. Shyam Sunder Mukhija | Non-Executive Director (Promoter Group) |
| Mr. Rajeev Mukhija | Executive Director(MD) (Promoter Group) |
| Mrs. Preeti** | Executives Woman Director |
| Mr.Raj Kumar Agal* | Non-Executive & Independent Director |
| Mr. Anuj Nahar | Non-Executive & Independent Director |
* Mr. Raj Kumar Agal (DIN: 10832234) was Appointed asanAdditional Director (Non-Executive & Independent)w.e.f 14.11.2024 **Mrs. Preeti(DIN:10725334) was Appointed as an Executive Director w.e.f 08.08.2024 Number of Board Meetings & General Meeting
During the year under review, the Board met on 8 (Eight) times namely on01.05.2024, 29.05.2024, 09.07.2024, 19.07.2024, 08.08.2024,30.08.2024,14.11.2024,10.02.2025.The intervening gap between the two consecutive Board Meetings was within the prescribed period of 120 days as specified under the provisions of Section 173 of the Act and the Listing Regulations.
Following is the attendance of each of the Directors at the Board Meetings held during the period under review.
| Name of the Director | Category of Directorship | No. of Board Meeting attended | Attended last 40th AGM on 30.09.2024 | No. of other Directorship held in other Public Companies |
| Mr. Shyam Sunder Mukhija | Promoter (Non-Executive Director) | 8 | Yes | Nil |
| Mr. RajeevMukhija | Promoter Executive Director (M.D) | 8 | Yes | Nil |
| Mrs. Radhika Mukhija* | Women Director (Executive) | 3 | Not applicable | Nil |
| Mr. Anil Ladha** | Independent Non-Executive Director | 6 | Yes | Nil |
| Mr. Anuj Nahar | Independent Non-Executive Director | 8 | Yes | Nil |
| Mrs. PreetiA | Women Director (Executive) | 3 | Yes | Nil |
| Mr. RajKumarAgalAA | Independent Non-Executive Director | 1 | Not applicable | Nil |
The40"AGM was held on 30" September 2024.
Mrs.Radhika Mukhija (DIN:00507397) has resigned from the position of Director (Executive) of the Company with effect from 30" August, 2024.
**Mr. Anil Ladha (DIN: 00251432) Ceased as an Independent Director w.e.f 30" September, 2024 consequent to the completion of 2 consecutive terms of 5 years.
AMrs. Preeti (DIN: 10725334) was Appointed as an (Executive) Director w.e.f 08" August, 2024
AAMr. Raj Kumar Agal (DIN: 10832234) was Appointed as an Additional Director (Non-Executive & lndependent)w.e.f 14IB November, 2024.
Independent Directors Meeting
During the year under review, the Independent Directors v/zShri Anil Ladha and Shri. Anuj Nahar met on 29.05.2024.
Board Committees
The Company has the following Committees of the Board.
i) Audit Committee;
ii) Nomination SRemuneration Committee;
iii) Stakeholders Relationship Committee;
The Board determines the terms of reference of these Committees from time to time. Meetings of these Committees are convened by the respective Committee Chairman/Company Secretary. At each Board Meeting, minutes of these Committees are placed before the Directors for their perusal and noting.
ii) AUDIT COMMITTEE
(A) Composition
Audit Committee Comprises of:
| Mr. Raj Kumar Agal | Chairman |
| Mr. Anuj Nahar | Member |
| Mr. Shyam Sunder Mukhija | Member |
(B) Qualified and Independent Audit Committee
The Company complies with Section 177 of the Companies Act, 2013 and with SEBI Listing Regulations although the listing regulation pertaining to Audit Committee is not applicable to the Company.
Its functioning is as under:
a) The Audit Committee presently consists of the three non-executive directors, out of which two are independent directors;
b) All members of the Committee are financially literate and having the requisite financial management expertise;
c) The Chairman of the Audit Committee is an Independent Director;
d) The Chairman of the Audit Committee was present at the last Annual General Meeting held on 30hSeptember, 2024.
In compliance with provisions of Section 177(4) of the Companies Act, the Board has entrusted the audit committee of the company with the following role and functions amongst others:
y To make recommendation for appointment, remuneration & terms of appointment of the companys auditors. y To Review & monitor the independence & performance of auditors as well as the effectiveness of the audited process.
y Examine the companys financial statements and the auditors report;
y To approve or modify the companys transactions with related parties with powers to make omnibus approval for related party transactions that has been proposed to be entered into by a company subject to conditions prescribed under Rule 6Aofthe Companies (Meetings of Board Sits Powers) Rules, 2014.
(C)Meetings and attendance during the year
During the year, 5 (Five) meeting of Audit Committee were held on 29"May, 2024, 09 July, 2024, 08"August, 2024,1 ^November, 2024 and 10m February, 2025. The requisite quorum was present for all the meetings.
The composition of the Audit Committee and the number of meetings attended by the Members during the year are given below:
| Sr. No. | Name of Committee Member | Member/Chairman | No. of Audit Meeting held | No of Meeting Attended |
| 1. | Mr. Raj Kumar Agal* | Chairman | 5 | 1 |
| 2. | Mr. Anil Laddha** | Chairman | 5 | 3 |
| 3. | Mr. Anuj Nahar | Member | 5 | 5 |
| 4. | Mr. Shyam Sunder Mukhija | Member | 5 | 5 |
Note: During the year there have been changes in the composition of the audit committee. Mr.Raj Kumar Agal was appointed as the chairperson of the Committee with effect from 10.02.2025. "Mr. Anil Laddha ceased to be Chairman of the Committee due to the completion of his second five-year term, effective 30l"September, 2024.
The Audit Committee at its discretion invited the CFO, the Internal Auditors and representative of the Statutory Auditors at their meetings as and when required.
Vigil Mechanism/Whistle Blower Policy
In pursuance of section 177 (9) of the Companies Act, 2013, the Company has established a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report genuine concern. The whistle blower policy of the company is available on companyRs.s website (http://www.nutechglobal.com).
i) NOMINATION &REMUNERATION COMMITTEE (A) Composition
Nomination and Remuneration Committee Comprises of:
| Mr. Raj Kumar Agal* | Chairman |
| Mr. Anuj Nahar | Member |
| Mr. Shyam Sunder Mukhija | Member |
*Mr. Raj Kumar Agal was appointed as the chairperson of the Committee with effect from 30May, 2025.
The Nomination and Remuneration Committee is duly constitutedas per Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules. 2014 as amended from time to time. It adheres to the terms of reference which is prepared incompliance with Section 177 of the Companies Act,2013.The Nomination & Remuneration Policy is posted on the Companys website at the web link as: (https://www.nutechglobal.com).
(B) Terms of Reference
i) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the Directors, key managerial personnel and other employees;
ii) Formulation of criteria for evaluation of performance of the Independent Directors and the Board of directors and policy on Board Diversity;
iii) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal;
iv) Whether to extend or continue the term of appointment of the independent director, on basis of the report of performance evaluation of independent directors.
(C)Meetings and attendance during the year
The committee met 4 (Four) times during the year as on 29" May, 2024, OS" August, 2024, 30" August, 2024 and 14" November, 2024.
| Sr. No. | Name of Committee Member | Member/Chairman | No. of Audit Meeting held | No of Meeting Attended |
| 1. | Mr. Anil Laddha* | Chairman | 4 | 3 |
| 3. | Mr. Anuj Nahar | Member | 4 | 4 |
| 4, | Mr. Shyam Sunder Mukhija | Member | 4 | 4 |
Note: During the year there have been changes in the composition of the Nomination and Remuneration Committee. *Mr. Anil Laddha ceased to be Chairman of the Committee due to the completion of his second five-year term, effective 30" September, 2024.
Mr. Raj Kumar Agal was appointed as the chairperson of the Committee with effect from 30.05.2025.
Nomination. Remuneration & Evaluation Policy
In pursuant to provisions of section 178 of the Companies Act, 2013, the Board of Directors approved Nomination, Remuneration & Evaluation Policy for appointment, remuneration & evaluation of the Directors, Key Management Personnel & Senior Management Personnel. More details pertaining to the same are given in Nomination, Remuneration & Evaluation Policy.
Performance Evaluations
The Board of Directors carried out annual performance evaluation of the Board, committee thereof and Directors as per the criteria laid down in the Nomination, Remuneration & Evaluation Policy and found their performance satisfactorily.
iv) STAKE HOLDERS RELATIONSHIP COMMITTEE (A) Composition
Stake Holders Relationship Committee Comprises of
| Mr. Shyam Sunder Mukhija | Chairman |
| Mr. Anuj Nahar | Member |
| Mr. Raj Kumar Agal* | Member |
*Mr. Raj Kumar Agal was appointed as the member of the Committee with effect from 22.01.2025.
The Stakeholders Relationship Committee is constituted incompliance with the requirements of Section 178 of the Companies Act, 2013. The Committee comprises of three directors, all of whom are non-executive and chairman of the committee is a nonexecutive director.
(B) Meetings and attendance during theyear
| Sr. No. | Name of Committee Member | Member/Chairman | No. of Audit Meeting held | No of Meeting Attended |
| 1. | Mr. Shyam Sunder Mukhija | Chairman | 3 | 2 |
| 2. | Mr. Anui Nahar | Member | 3 | 3 |
| 3. | Mr. Raj Kumar Agal* | Member | 3 | 1 |
| 4. | Mr. Anil Laddha** | Member | 3 | 2 |
Note: During the year there have been changes in the composition of the Stake Holders Relationship Committee. *Mr. Raj Kumar Agal was appointed as the member of the Committee with effect from 22.01.2025. **Mr. Anil Laddha ceased to be member of the Committee due to the completion of his second five-year term, effective 30" September, 2024
v) COMPLIANCES REGULATIONS 13f3) OF THE SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS! REGULATION. 2015
The details of complaints received and resolved during the year 2024-2025 areas under:
No. of complaints received from Shareholders/Stock Exchange/SEBI: Nil No. of complaints not resolve : Nil
Ms. Shubhangi Janifer, Company Secretary of the Company is the Compliance Officer of the Company.
vi) GENERAL BODY MEETING
Location and time where last three Annual Meetings were held:
| Date of AGM | Relevant Financial Year | Venue/Location where AGM held | Time of Meeting |
| 30 Sept, 2022 | 2021-22 | E-149, RIICO Industrial Area, Bhilwara-311001. Raiasthan | 11.00 A.M. |
| 30- Sept, 2023 | 2022-23 | E-149, RIICO Industrial Area, Bhilwara-311001, Raiasthan | 11.00 A.M. |
| 30" Sept, 2024 | 2023-24 | E-149, RIICO Industrial Area, Bhilwara-311001, Raiasthan | 11.00 A.M. |
- Particulars of Special Resolution passed in the last three Annual General Meetings of the company:
- During the SS^AGM held on 30.09.2022.no special resolution was passed.
- During the 39" AGM held on 30.09.2023, a special resolution was passed for the re-appointment of Mr. Rajeev Mukhija as the managing Director of the Company fora period of 3 years with effect from 01" January, 2024.
- During the 40,hAGM held on 30.09.2024, no special resolution was passed.
ACKNOWLEDGMENTS ANDAPPRECIATION
Your directors place on records their deep appreciation to employees at all levels for their hard work, dedication and commitment. We would like to thank all our clients, customers, vendors, dealers, bankers, investors, other business associates, Central and State Government for their continued support and encouragement during the year and their confidence towards the management.
| Place: Bhilwara | On behalf of the Board of Directors (RAJEEV MUKHIJA) Managing Director DIN:00507367 |
| Dated:30.05.2025 | (SHYAM SUNDER MUKHIJA) Director DIN:01552629 |
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