The Board of Directors of your Company is pleased to present the Thirty Seventh Annual
Report on the business and operations of the Company along with the summary of Financial
Statements for the year ended 31st March, 2025.

THE STATE OF AFFAIRS OF THE COMPANY, DIVIDEND AND RESERVE
FINANCIAL RESULTS ^(Rsin lakhs)

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK:

OPERATIONS

During the year under review, the Company's revenue from operations (net of GST) has
increased by Rs.2390.83 lakhs over the previous financial year and recorded revenue of
Rs.21390.85 lakhs for the financial year ended 31st March 2025.The profit after tax is
Rs. 1104.06 Lakhs as against Rs. 801.90 Lakhs for the previous financial year. The optimum
utilization of expanded capacities resulted in increased revenue. The company has been
able to increase profitability despite global challenges, due to increased operations, cost
efficiencies, more focus on value added products and stable raw material prices.

1) YARN DIVISION

Your directors inform you that yarn division continues to perform well. We hope that in future
also our performance will improve.

2) PROCESSING UNIT

The Processing unit is fully utilized for the dyeing of material of our spinning unit. In addition
to our own dyeing, we process our material in outside dyeing also.

3) WINDMILLS:

Companies' windmills are fully utilized for captive consumption of yarn division and processing
division's power usage.The wind farm has generated 282.19 Lakhs Kwh as compared to
281.79 Lakhs Kwh of the previous year. The wind availability / velocity were better during
initial wind season of the financial year 2024-25 as compared to the last financial year.
During the financial year 2024-25, the Company was able to consume power from its own
wind farms to the extent of 90% of total power requirement. The income during the year from
the Wind Mill Division was Rs. 18.79 Crores as against Rs. 18.54 Crores of previous year.

FUTURE PROSPECTS:

The Company will continue to perform well in the domestic market. The Company is in the
process of implementing several cost saving measures including modernization, which will
make the product more competitive.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There were no changes in Nature of Business during the year 2024-2025.

INDUSTRIAL RELATIONS

Relationship with employees was cordial throughout the year.

SUBSIDIARIES

The Company has one wholly owned subsidiary company M/s.RPJ Textiles Ltd., in which
our company holds 100% of equity shares. 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, which forms part of the
Annual Report.

During the financial year 2024 - 25, the Audit Committee reviewed the financial statements of
the subsidiary. Minutes of the Board meetings of the subsidiaries were regularly placed
before the Board. The Board / Audit Committee periodically reviews the statement of all
significant transactions and arrangement, if any, entered into by the subsidiaries.

The highlights of financial performance of the Company's subsidiaries for the financial year
2024 - 25 are disclosed in Form AOC - 1, as annexed as part of this report vide ANNEXURE
II. 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://tinyurl.com/Material-
Subsidiary-Policy2025. During the year under review, the subsidiary is not material. Hence,

The Secretarial Audit report of the Subsidiary company is not applicable for the financial
year 2024-25.

DIVIDEND

The Directors have recommended a dividend of Rs. 2.20 per share (22% on the Face value)
for the year ended 31 st March 2025 absorbing a sum of Rs. 1,48,50,000/- for the approval of
the shareholders at the ensuing Annual General Meeting. Pursuant to the Income-tax Act,
1961 read with the Finance Act, 2020, Dividend income is taxable in the hands of the
Members with effect from 1st April, 2020 and the Company is required to deduct tax at
source from such dividend at the prescribed rates.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND

The unclaimed Dividend relating to the financial year 2017-18, is due for remittance during
October, 2025 to the Investor Education and Protection Fund (IEPF) established by the
Central Government. During the year under review, as per the requirements of the
Investor Education and Protection Fund Authority Accounting, Audit, Transfer and Refund)
Rules, 2016, (IEPF Rules) 12126 equity shares of Rs.10/- each on which dividend had
remained unclaimed for a period of 7 years have been transferred to the credit of the
demat account identified by the IEPF Authority.

GENERAL RESERVE

During the year, your Company has transferred an amount of Rs. 110.41 lakhs to the General
Reserve.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31,2025 was Rs. 6,75,00,000/- comprising
67,50,000 shares of Rs. 10/- each. During the year under review, the company has not
made any fresh issue of shares.

LISTING OF SHARES

The Shares of the Company are listed on BSE Limited. Applicable listing fees have been
paid up to date. The Shares of the Company have not been suspended from trading at any
time during the year by the concerned Stock Exchange.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any Equity Shares with Differential Rights during the Financial
Year 2024-2025.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not provided any Stock Option Scheme to the employees during the

year Under Review.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued any Sweat Equity Shares during the year under review.
ANNUAL RETURN:

As required pursuant to Section 92 of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return in the prescribed form is
available at the web link https://tinyurl.com/Amarjothi-Annual-Return-2025 and available
in the website of the Company www.amarjothi.net.

NUMBER OF BOARD MEETINGS:

During the year under review Eight (8) meetings of the Board of Directors were held. Further
details regarding the number of meetings of Board of Directors and Committees thereof
and the attendance of the Directors at such meetings are provided under the Corporate
Governance Report.

Date of meetings:

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3) (c) of the Companies Act, 2013, with

respect to the Directors' Responsibility Statement, it is hereby confirmed that-

a. In the preparation of the annual accounts for the year ended 31.03.2025, the applicable
accounting standards have been followed and there are no material departures from
those standards;

b. the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of the financial year
and of the loss of the Company for that period;

c. the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

d. the Directors have prepared the annual accounts on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively;
and

f. the Directors have devised proper systems to ensure compliance with the provisions
of all the applicable laws and such systems were adequate and operating effectively.

NO FRAUDS REPORTED BY STATUTORY AUDITORS

There is no instance of frauds reported by the statutory auditors of the Company for the
financial year under review under sub-Section (12) of Section 143 of the Companies Act,
2013.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all
the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation
16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ['SEBI
(LODR) / Listing Regulations'] so as to qualify themselves as Independent Directors under
the provisions of the Companies Act, 2013 and the relevant rules of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ['SEBI (LODR) / Listing
Regulations']. Further, they have also declared that they are not aware of any circumstance
or situation, which exists or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent judgment and without
any external influence. The Independent Directors of the Company have complied with the
requirements of the provisions in relation to Independent Directors Databank as stated in
the Companies (Creation and Maintenance of databank of Independent Directors) Rules,
2019 and the Companies (Appointment and Qualification of Directors) Rules, 2014 as
amended from time to time.

The Independent Directors have also confirmed that they have complied with the Company's
Code of Business Conduct & Ethics.

A statement regarding opinion of the Board with regard to integrity, expertise and
experience (including the proficiency) of the independent directors appointed during
the year.

The second term of existing Independent Directors, namely, Dr. V. Subramaniam (DIN:
00781690), Sri. V.T. Subramanian(DIN:02311576) and Sri. M.S. Sivakumar (DIN:06930290)
were expired on 04th September, 2024. The Board places on record deep appreciation for
their valuable advice and exceptional guidance.

Based on the recommendation of Nomination & Remuneration Committee (NRC) and the
Board , the Company has appointed Smt.Iswariya Sidharthan (DIN: 09707870),
Smt.Ramasamy Priyanka (DIN: 10652216), Ms.Manonmani Sivasamy(DIN: 10715570) and
Smt.Megala (DIN: 10696852 )as Independent Directors of the Company, for a period of 5
years with effect from 03rd September, 2024 to 02nd September, 2029 at the 36th AGM
held on 03.09.2024.

Independent Directors were appointed by the Company during the financial year 2024-25.
Regarding their appointment, the Board is of the opinion that the integrity, expertise and
experience (including the proficiency) of the proposed individuals/candidates is satisfactory.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY

Nomination and Remuneration Committee of Directors has been formed and has been
empowered and authorized to exercise power as entrusted under the provisions of
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015 (both as amended from time to time). The Company has a policy
on Directors' / Senior Management appointment and remuneration which specifies
criteria for determining the qualification, positive attributes for Senior Management and
Directors. The policy also specifies the criteria for determination of independence of a
Director and other matters provided under sub-section (3) of Section 178. The above policy
has been posted on the website of the Company at - www.amarjothi.net and the web link for
the same is https://tinyurl.com/NRC-Policy-2025

PARTICULARS OF LOANS/GUARANTEE/INVESTMENTS

The Company has not given / made any Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013, during the year under review.
Details of investments made in the earlier years have been disclosed in the notes to the
financial statements

PARTICULARS OF CONTRACTS WITH RELATED PARTY

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 transactions with Promoters, Directors, KMPs or other
designated persons.

All related party transactions are placed before the Audit Committee and also the Board for
approval.

Prior omnibus approval of the Audit Committee is obtained on an annual basis for transactions
which are of a foreseeable and repetitive nature. A detailed statement of such related party
transactions entered into pursuant to the omnibus approval so granted are placed before the
Audit Committee for their review on a quarterly basis. 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://tinyurl.com/RPT-Policy-2025

The transactions entered by the Company with the related parties during the financial year
2024-25 are in the ordinary course of business and at arm's length basis. 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 as ANNEXURE - III.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR
(MARCH 31,2025) TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE
OF THIS DIRECTORS' REPORT.

No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate and
the date of this report.

STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards and that such systems are adequate and operating
effectively. The Company is in compliance with the applicable Secretarial Standards issued
by the Institute of Company Secretaries of India and approved by the Central Government
under Section 118(10) of the Act.

COMPLIANCE OF ACCOUNTING STANDARDS

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.

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

The information relating to Conservation of Energy, Foreign Exchange Earning and Out Go,
Technology Absorption pursuant to section 134(3) (m) of the Act, read with rule 8 sub rule 3
of the Companies (Accounts) Rules, 2014 is attached as ANNEXURE -I which forms part of
the report.

RISK MANAGEMENT:

This annual report has got a detailed chapter on management discussion and analysis on
risk management stating about risk management by the Company. It is periodically reviewed
by the Board. The Company's business model has Comprehensive and integrated risk
management framework that comprises a clear understanding of strategy, policy initiatives,
prudential norms, proactive mitigation, and structured reporting. In addition, the Board
periodically reviews and discusses all assets with significant risks, including deliberating
on the sector- specific and systemic risks in the business environment. Other key variables
monitored for risk are market condition and product costing.

DIRECTORS' & KEY MANAGERIAL PERSONNEL
DIRECTORS:

RE-APPOINTMENT OF RETIRING DIRECTOR

Sri.M.Moorthi (DIN: 06801357), Director who retires by rotation at the ensuing Annual General
Meeting, being eligible offers himself for re-appointment. The Board recommends his re¬
appointment in the forthcoming Annual General Meeting.

MANNER & CRITERIA OF FORMAL ANNUAL EVALUATION OF BOARD'S
PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to and in compliance with the provisions of the Act and Rules made there under
and as provided in Schedule IV of the Act and the Listing Regulations, the NRC and the
Board have carried out an annual evaluation of its own performance, the Directors individually
as well as its committees. In terms of section 134(3)(p)of the Act read with rule 8(4) of the
Account Rules, the manner in which the evaluation was carried out is provided below.

In a separate meeting of IDs, the performance of the non-independent directors, the Board
as a whole and the Chairman of the Company was evaluated, taking into account the views
of executive directors and non executivedirectors.

The Board and the NRC reviewed the performance of individual directors on the basis of
criteria fixed by the Board / NRC.

The functioning of the Board, the Committees and performance of individual Directors was
found satisfactory.

In compliance with requirements of the Act and the SEBI Listing Regulations 2015, the
formal annual performance evaluation of the Board, its Committees and Individual Directors
has been conducted as under:

A. Manner of evaluation as recommended to the Board by the Nomination and Remuneration
Committee ("NRC")

1. The Chairman of the Board consulted each Director separately about the performance
of Board, Committees and other Directors and sought inputs in relation to the above.
The Chairman then collated all the inputs and shared the same with the Board.

2. In respect of the evaluation of Chairman of the Board, the Chairman of NRC collated the
inputs from Directors about his performance as a Director and as Chairman of the
Board/Company and as Chairman/Member of the Board Committees and shared the
same with the Board.

The Board as a whole discussed the inputs on performance of Board/Committees/Individual
Directors and performed the evaluation.

B. Criteria of evaluation as approved by the NRC

The aforesaid evaluation was conducted as per the criteria laid down by the NRC was
disclosed in the Corporate Governance Report forms part of the annual report.

MANAGERIAL PERSONNEL:

As on 31st March, 2025 following persons have been designated as Key Managerial
Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with
the Rules, framed there under.

1. Sri. R. Premchander- Managing Director,

2. Sri. R. Jaichander-Whole Time Director,

3. Sri.K.Elango - Chief Financial Officer

4. Smt.M.Mohana Priya. - Company Secretary
DEPOSITS

During the year under review, your Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.

REMUNERATION OF DIRECTORS & KMP:

Disclosure pursuant to Rule 5 (1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed vide "ANNEXURE VI" and in term of the
provision of Section 197(12) of Act read with rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial personnel) Rules, 2014 a statement showing
the names and other particulars of the employees drawing remuneration in excess of the
limits set out in the said rules are annexed to this report as "ANNEXURE VII".

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has a well-established internal financial control and risk management
framework, with appropriate policies and procedures, to ensure the highest standards of
integrity and transparency in its operations and a strong corporate governance structure,
while maintaining excellence in services to all its stakeholders. Appropriate controls are in
place to ensure: (a) the orderly and efficient conduct of business, including adherence to
policies, (b) safeguarding of assets, (c) prevention and detection of frauds / errors, (d)
accuracy and completeness of the accounting records and (e) timely preparation of reliable
financial information.

The Company has in place adequate Internal Financial Controls with respect to financial
statements. No material weakness in the design or operation of such controls was observed
during the financial year 2024-25.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of Section 129 (3) of the Companies Act, 2013, the
Consolidated Financial Statements, drawn up in accordance with the applicable Accounting
Standards, form part of the Annual Report.

The consolidated net profit for the year was Rs.1134.63 lakh as against Rs. 818.18 lakh in
the previous year. The Company's consolidated net worth stood at Rs. 19206.61 lakh as on
31st March 2025.

RECEIPT OF ANY COMMISSION BY MD/WTD FROM A COMPANY OR FOR RECEIPT
OF COMMISSION/ REMUNERATION FROM ITS HOLDING OR SUBSIDIARY.

The MD/WTD has not received any commission from other company/ its subsidiary.
BOARD & AUDIT COMMITTEE:

The details regarding number of board meetings held during the financial year and
composition of Audit Committee is furnished in the Corporate Governance Report.

COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM / WHISTLE BLOWER
POLICY

The composition and attendance of the Audit Committee of the Board of Directors of the
Company are disclosed elsewhere in the Corporate Governance Report. The Board has
accepted the recommendations of the Audit Committee and there was no incident of deviation
from such recommendations during the Financial Year under review.

The Company has devised a vigil mechanism in the form of a Whistle Blower Policy in
pursuance of provisions of Section 177(10) of the Companies Act, 2013 and details thereof
can be accessed at the weblink https://tinyurl.com/AJSMWhistleBlowerpolicy. During the
year under review, there were no complaints received under this mechanism.

CORPORATE SOCIAL RESPONSIBILITY

Based on last three years average Net Profit, the Company is required to spend a sum of
Rs.33,71,655/- in the year 2024-25. The Company has spent the amount towards
contribution to the Prime Ministers Relief Fund.

The company has adopted a Corporate Social Responsibility Policy defining therein the
CSR activities to be undertaken by the Company in areas or subject specified in Schedule
VII of the Companies Act, 2013. The Corporate Social Responsibility Committee of the
Board is responsible for the implementation and effective monitoring of the CSR activities
of the Company. The Annual Report on Company's CSR activities of the Company is furnished
in the prescribed format as "ANNEXURE V" to this report. The policy on CSR is available
in our company website www.amarjothi.net and the web link for the same is https://
tinyurl.com/Amarjothi-CSR-Policy-2025

AUDITORS:

STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules,2014, M/s V.Narayanaswami & Co ,Chartered Accountants
(Firm Registration No. 027417S)Coimbatore were appointed as the Statutory Auditors of
the Company for a term of 4 (four) years to hold office from the conclusion of the 36th
Annual General Meeting held on September 03, 2024 till the conclusion of the 40th Annual
General Meeting of the Company to be held in year 2028 .

The Audit Report of the Statutory Auditors forms part of the Annual Report. The Auditors'
Report does not contain any qualification. Notes to Accounts and Auditors remarks in their
report are self-explanatory.

SECRETARIAL AUDITORS

Secretarial Auditors and Secretarial Audit

Pursuant to the amended SEBI regulations and provisions of the Companies Act, 2013 and
to comply with the provisions of the Companies Act, 2013 & Regulation 24 (A) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), the
Company has recommended the appointment of M/s. R.RAMCHANDAR & ASSOCIATES,
R.Ramchandar, Practising Company Secretary, Certificate of Practice No. 12240, Peer Review
Certificate No. 2401/2022 as Secretarial Auditor, with effect from April 1,2025, for a period of
5 years and fix their remuneration, subject to the approval of the members at the ensuing
Annual General Meeting of the Company.

A brief profile and other details of M/s. R.RAMCHANDAR & ASSOCIATES, R.Ramchandar
is separately disclosed in the Notice of the ensuing AGM. M/s. R.RAMCHANDAR &
ASSOCIATES, R.Ramchandar has given his consent to act as the Secretarial Auditors of
the Company and confirmed that their appointment (if made) would be within the prescribed
limits under the Act and Rules made there under and Listing Regulations, 2015.

The Secretarial Auditor have confirmed their eligibility as required under Regulation 24A of
the Listing Regulations, 2015 and have also confirmed that they hold a valid certificate
issued by the Peer Review Board of the Institute of Company Secretaries of India. They have
also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms
of the provisions of the Act and Rules made there under and Listing Regulations, 2015.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s.
R.RAMCHANDAR & ASSOCIATES, R.Ramchandar, Company Secretary in Practice, to
undertake the Secretarial Audit of the Company for the year under review. The observation
made by the Secretarial Auditor during the year under review is mentioned in the Secretarial
Audit Report and is annexed to this Report. The Explanation by the management for the
observation on Secretarial audit report is mentioned in detail as required under Section
134(3)(f) of the Companies Act, 2013.

In addition to the above and pursuant to SEBI circular dated 8th February, 2019, a report on
Secretarial Compliance for the financial year 2024 - 25 has been submitted to stock
exchanges. The Secretarial Audit report is annexed herewith as ANNEXURE - IV and forms
an integral part of this Report.

EXPLANATION AND COMMENTS ON AUDIT REPORT

The report of the Statutory Auditors (appearing elsewhere in this Annual Report) is self¬
explanatory having no adverse comments.

The Explanation by the management for the observation made by Secretarial Auditor on
Secretarial audit report is mentioned in detail as required under Section 134(3)(f) of the
Companies Act, 2013.

During the period under review the Company has submitted the Limited Review Report
instead of Independent Auditors Report for the financial year ended 31.03.2025 pursuant to
Regulation 33 of SEBI(LODR) Regulations . Later the Company has complied with the
provisions and paid a fine to BSE as levied by SEBI.

The Board discussed this matter and considered that the violation happened due to
submission of Limited review report instead of Independent Auditor's report. Necessary
steps will be taken in the future to avoid the same.

During the period under review the Company has delayed by one day in submission of
related party transactions in pursuance of Regulation 23 (9) of SEBI(LODR) Regulations.
The Company has paid a fine to BSE levied by the stock exchange.

The Board discussed this matter and considered that the non-compliance was not intentional
and affirmed that the necessary action will be taken in the future to avoid the same.

I n respect of the observation made by the Secretarial Auditor during the year under review,
The Board took note of the same and advised the concerned officials / department to monitor
the compliance requirements minutely and strictly adhere the provisions of the applicable
laws/regulations/rules. The Secretarial Audit Report is annexed hereto as Annexure-IV.

Further, the Secretarial Compliance Report for the financial year ended on 31st March 2025
was filed with the Stock Exchanges in which the Company's equity shares are listed.

There were no instances of fraud reported by the Auditors to the Central Government or to
the Audit Committee of the Company as indicated under the provisions of Section 143 (12)
of the Companies Act, 2013.

DISCLOSURE OF COST AUDITOR AND COST AUDIT REPORT

As per Section 148 of the Companies Act, 2013 read with Rules framed there under, M/s.
Nagarajan & Co, Practicing Cost Accountants, (Firm's Membership No; 000088) were
appointed as Cost Auditors for the financial year 2024-25 to conduct cost audit of the
accounts maintained by the Company in respect of the various products prescribed under
the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by
the Board of Directors on the recommendation of Audit Committee. The requisite resolution
for ratification of remuneration of cost Auditors by members of the Company has been set
out in the Notice of ensuing annual general meeting. They have also been appointed as
Cost Auditors for financial year 2025-26 by the Board of Directors, upon recommendation of
Audit Committee, to conduct cost audit of the accounts maintained by the Company in
respect of the various products prescribed under the applicable Cost Audit Rules.

The Cost Audit Report for the financial year 2024-25, issued by M/s. Nagarajan & Co, Cost
Auditors, in respect of the various products prescribed under Cost Audit Rules will be filed
within the due date prescribed by the Act.

COSTRECORDS

The Company has maintained the Cost Records as specified by the Central Government
under sub-section (1) of Section 148 of the Companies Act, 2013.

POSTAL BALLOT

During the year under review, the Company has not passed any transaction through Postal
Ballot.

CORPORATE GOVERNANCE

Your Company is committed to maintain the 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.

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis Report, Report on Corporate
Governance and Auditors Certificate regarding compliance of conditions of Corporate
Governance provided elsewhere in this Report, forms part of the Directors’ Report. A detailed
report on corporate governance, together with a certificate from the Statutory Auditors, in
compliance with SEBI (LODR) Regulations, 2015 is attached as part of this annual report.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013. Further the company was committed to providing a safe and conducive work
environment to its employees during the year under review.

Your directors further state that during the year under review, there were no cases filed
pursuant to the sexual harassment of women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.All employees (permanent, contractual, temporary, trainees) are covered
under this policy. Summary of sexual harassment complaints received and disposed of
during the financial year 2024-25

No. of complaints received: Nil
No. of complaints disposed of: Nil
No. of complaints pending: Nil
No. of complaints unsolved: Nil

MATERNITY BENEFIT COMPLIANCE

The Company affirms that it is in compliance with the Maternity Benefit Act, 1961.

Additional Information

As per Rule 8(5) of the Companies (Accounts) Rules, 2014 the following additional

information is provided_:

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY ANDBANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG
WITH THEIR STATUS AS AT THEEND OF THE FINANCIAL YEAR:

During the Financial Year 2024-25, there was no application made and proceeding initiated /
pending by any Financial and/or Operational Creditors against your Company under the
Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your
Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNTS OF VALUATION AT THE TIME OF
ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN
FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF:

During the Financial Year 2024-25, the Company has not made any settlement with its
bankers for any loan(s) / facility (ies) availed or / and still in existence.

ACKNOWLEDGEMENT

Your directors gratefully acknowledge the support and co-operation extended to your Company
by all the customers, shareholders and bankers.

Your directors also place on record their appreciation of the tireless efforts of Team Amarjothi,
a dedicated and loyal band of people who have displayed unswerving commitment to their
work in these challenging times and helped the Company deliver good results.

The Company extends its thanks to the Central and State Government authorities for their
continued co-operation and assistance.

MAY LORD VENKATESWARA SHOWER HIS BLESSINGS FOR THE CONTINUED
PROSPERTIY OF THE COMPANY.

By order of the Board

Place : Tirupur (Sd/-) R.PREMCHANDER (Sd/-) R.JAICHANDER

Date : 07.08.2025 Managing Director Whole Time Director

DIN:00390795 DIN:00390836