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GUJARAT APOLLO INDUSTRIES LTD.

30 December 2025 | 12:00

Industry >> Engineering - Heavy

Select Another Company

ISIN No INE826C01016 BSE Code / NSE Code 522217 / GUJAPOLLO Book Value (Rs.) 379.88 Face Value 10.00
Bookclosure 23/09/2025 52Week High 556 EPS 1.81 P/E 223.44
Market Cap. 523.66 Cr. 52Week Low 247 P/BV / Div Yield (%) 1.06 / 0.50 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your Directors have pleasure in presenting the Thirty-Eighth Annual Report for the year ended on 31st March, 2025.
FINANCIAL PERFORMANCE:

FY 2024-25

FY 2023-24

Revenue from Operations

2,006.72

3,831.33

Add: Other Income

1,419.82

1,259.80

Total Revenue

3,426.53

5,091.13

Total Expenditure

2,787.24

4,422.82

Earnings before Interest, Tax, Depreciation & Amortization

639.29

668.31

Less:Finance Cost

111.73

105.80

Less: Depreciation and Amortization Expenses

182.13

194.53

Profit before exceptional items & tax

345.44

367.98

Exceptional Items

-

-

Profit before tax

345.44

367.98

Tax Expense

183.03

35.06

Profit After Tax

162.41

332.92

Add:Profit& Loss Account Balance B/F

9,773.46

9,681.24

Amount available for Appropriations

9,935.87

10,014.16

OPERATIONAL REVIEW:

Standalone

Your Company took several initiatives during the last financial year that helped in achieving and consolidating growth
in production and sales volumes. Your company tried to increase the sales in the product being manufactured and
marketed in-house.

During the year under review, the Company had a standalone revenue from operations of Rs. 2,006.72 Lakhs
(previous year Rs. 3,831.33 Lakhs). Total earnings before depreciation and finance cost were Rs. 639.29 Lakhs
against 668.31 Lakhs in the previous year. The Company's Profit before exceptional items and tax was Rs. 345.44
Lakhs which was Rs. 367.98 Lakhs in the Previous Year. The Company had Net Profit of Rs. 162.41 Lakhs during the
current year (Previous year Profit Rs. 332.92 Lakhs). TheBasic and Diluted EPS of the Company for FY 2024-25 is
Rs. 1.38 and Rs. 1.38 respectively.

Consolidated

During the year under review, the Company consolidated revenue of Rs. 4,154.95 Lakhs (previous year Rs. 5,706.85
Lakhs). The Company's Consolidated net profit after tax stood at Rs. 147.07 Lakhs (Previous year Rs. 1,132.58Lakhs).

For detailed analysis of the performance, please refer to the Management's Discussion and Analysis Section of the
Annual Report.

AMOUNT TRANSFERRED TO RESERVES IF ANY:

No amount was transferred to reserves during the year under review.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 2/- per share i.e. 20% on the face value of Rs. 10/- per
share on Equity Shares of the Company as on the record date fixed by the Board i.e. Tuesday, 23rd September, 2025.

CHANGE IN NATURE OF BUSINESS:

No change in the nature of Business of the Company during the year under review.

DEPOSITS:

During the year under review, the Company has not accepted/ renewed deposit from public/ shareholders as per the
applicable provisions of the Companies Act, 2013 and Companies (acceptance of Deposits) Rules, 2014. There is no
overdue deposit as on 31st March, 2025.

CONSOLIDATED ACCOUNTS:

As required under the Listing Regulations entered into with the Stock Exchanges, a consolidated financial statement
of the Company and all its subsidiaries is attached. The audited consolidated financial statements received from
subsidiaries as approved by their respective Board of Directors have been prepared in accordance with Accounting
Standards- 21 (AS - 21) read with AS-23 on the Accounting for investment in Associates and AS - 27 on financial
reporting of interests in Joint Ventures.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES:-

The Company has following Subsidiaries and Associate companies:

Sr.No

Name of the Subsidiary/JV/Associate

Nature

Business

1.

AEML Investments Limited

(Formerly known as Apollo Earthmovers Limited)

Subsidiary

Equipment Manufacturing
and Investment

2.

Apollo FBC Crushing Equipments Limited

Subsidiary

Equipment Manufacturing

3.

PFH Agri Equipment India Private Limited

Associate

Agriculture and construction
Equipment Manufacturing

Further, a statement containing salient features of the financial statements of our subsidiaries in the prescribed format
AOC-1 is appended as “Annexure-A” to the Board's Report. The statement also provides the details of performances,
financial position of each of the subsidiaries.

The Company does not have any Joint Venture.

CORPORATE GOVERNANCE:-

A separate report on Corporate Governance Compliance as stipulated in Regulation 34 (3) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) forms part of the Director's Report.

AUDIT COMMITTEE:-

The Company has in place an Audit Committee in terms of requirements of the Act read with rules framed thereunder
and Listing Regulations. The details relating to the Composition, Meetings and attendance of members of Audit
Committee are given in the Corporate Governance Report forming part of this report. The recommendations of Audit
Committee were duly accepted by the Board of Directors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As per Listing Regulations, the Management Discussion and Analysis, is appended to this report.

DIRECTORS AND KEY MANAGERIAL PEROSNNEL:-

1. Resignation / Cessation

During the year under review, Mr. Navinchandra V. Shah and Mr. Naman Madhav Patel, Non-Executive
Independent Directors of the Company ceased w.e.f. 22nd September, 2024 and 31st March, 2025 respectively
due to their retirement.

Mrs. Nayna Asit Patel has also resigned a Director of the Company w.e.f. 14.08.2024.

The Board appreciates the valuable contributions made by them during their entire tenure as a Director of the
Company.

During the year under review, none of the KMPs resigned from the Company.

2. Appointments

During the year under review following Directors were appointed:

- Mr. Jaimin Jagdishbhai Shah was appointed as an Additional Independent Director of the Company w.e.f.
14.08.2024

- His appointment was regularized and confirmed by Shareholders of the company in the previous Annual
General Meeting held on 30.09.2024.

- Mr. Arjun Asit Patel was also appointed as an Additional Director w.e.f. 14.08.2024.

- He was appointed as a Whole-time Director w.e.f. 14.08.2024.

- His appointment as Director and Whole-time Director were confirmed by the members of the Company at the
previous Annual General Meeting held on 30.09.2024.

- Mr. HitendrakumarMadhavlal Patel was appointed as an Independent Director of the Company w.e.f. 31st
March, 2025.

- His appointment was regularized and confirmed by the Shareholders of the Company by passing special
resolution in the Extra Ordinary General Meeting of Company held on 28.06.2025.

During the year under review, none of the KMPs was appointed.

3. Retirement by Rotation

At the ensuing Annual General Meeting Mr. Arjun Asit Patel who retires by rotation and being eligible offers himself
for re-appointment.

There being no other changes in Directorship or KMPs of the Company during the year under review.

The details of Directors seeking appointment, re-appointment at the ensuing Annual General Meeting has been
provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013 (“Act”), and based on the representations
received from the operating management, the Directors hereby confirm:

- that in the preparation of Annual Accounts, the applicable Accounting Standards had been followed and that no
material departures have been made from the same.

- that they 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 at the end
of the Financial Year and of the profit or loss of the Company for that period.

- that they had 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.

- that they had prepared the Annual Accounts on a going concern basis.

- that the Company had adequate internal systems and controls in place to ensure compliance of laws applicable to
the Company.

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

DECLARATION BY INDEPENDENT DIRECTORS:-

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section
149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status
as independent director during the year.

BOARD MEETINGS:-

The Board of Directors duly met 7 (Seven) times respectively on 30.05.2024, 14.08.2024, 28.08.2024, 14.11.2024,
22.01.2025, 13.02.2025 and 31.03.2025 in respect of which meetings proper notices were given and the proceedings
were properly recorded and signed. The details of the Board Meetings and the attendance of the Directors are
provided in the Corporate Governance Report attached hereto which forms part of this Report.

BOARD EVALUATION:-

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board that of its committees
and individual Directors.Schedule IV to the Companies Act, 2013 states that the performance evaluation of Independent
Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with
the Nomination & Remuneration Committee to lay down the evaluation criteria for the performance of Executive/ Non-
Executive/ Independent Directors.

The evaluation of all the Directors, Committees and the Board as a whole was conducted based on the criteria and
framework adopted by the Board and results of the evaluation is satisfactory and adequate and meets the requirements.
The Board approved the evaluation results as collated by the Nomination & Remuneration Committee.

DETAILS OF COMMITTEE OF DIRECTORS:

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stake
Holders Relationship/ Grievances Committee of Directors, number of meetings held of each Committee during the
Financial year 2024-25 and meetings attended by each member of the Committee as required under the Companies
Act, 2013 are provided in Corporate Governance Report and forming part of the report.

REMUNERATION POLICY:-

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other
applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company's policy on appointment
and remuneration of Directors and Key Managerial Personnel which was approved and adopted by the Board of
Directors in its Meeting held on May 30, 2014. The same was reconstituted on 30th June, 2020 and subsequently on
31st March, 2025. The Remuneration Policy is stated in the Corporate Governance Report. The weblink for the
Remuneration policy is http://apollo.co.in/invester-zone.php

CONSERVATION OF ENERGY, TECHNOLOGY ABRORPTION AND FOREIGN EXCHANGE EARNING AND
OUTGO:-

The particulars regarding conservation of energy, technology absorption and Foreign Exchange earnings and outgo
pursuant to 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
annexed herewith as “Annexure B”.

ANNUAL RETURN:-

Annual Return in pursuance to Section 92(3) of the Companies Act, 2013 for the financial year 2024-25 is placed on
the website of the Company and the same can be accessed through web link
http://apollo.co.in/invester-zone.php

VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner
by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has
adopted a Vigil Mechanism/Whistle Blower Policy. This policy is explained in corporate governance report and also
posted on the website of company and the weblink of the same is http://www.apollo.co.in

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment of Women at Workplace in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and Rules framed thereunder and Internal Complaints Committee has also been set up to redress complaints regarding
sexual harassment. During the year, no complaint with allegations of sexual harassment was received by the Company.

CORPORATE SOCIAL RESPONSIBILITY:-

During the year under review, the provisions of Corporate Social Responsibility were not applicable to the Company
and accordingly company was not required to spend any amount towards CSR Policy. However, Company has
constituted CSR Committee and adopted CSR Policy therefore the brief outline of the Company's CSR policy, including
overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and
projects or programs is available on the Company's website
www.apollo.co.in for reference. Further the details of
composition of CSR Committee and it's meetings and attendance of members are mentioned in the Corporate
Governance report. As the provisions of CSR were not applicable to the Company during the year therefore the annual
report on CSR activities is not attached with this report.

STATUTORY AUDITORS:-

M/s. MAAK & Associates (FRN:135024W), Chartered Accountants, Ahmedabad, were appointed as statutory auditors
of the Company for a period of 5 (Five) years i.e. from the conclusion of 36th AGM held in the year 2023 till the
conclusion of 41 st AGM to be held in the year 2028. Hence, they shall continue as such till the end of their period of
appointment.

COMMENTS ON AUDITORS’ REPORT:-

There is no adverse comment in the Auditors' Report which requires any further explanation.

SECRETARIAL AUDITOR:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ashish Shah & Associates, a
firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2024-2025. The
Secretarial Audit Report is appended to this report as “Annexure C”.

COMMENTS ON SECRETARIAL AUDITORS’ REPORT AND REPLY OF DIRECTORS:-

Company has made delay of 5 Minutes while submitting the application for availing In-Principle approval with National
Stock Exchange of India (NSE) for which NSE has issued advisory letter to remain careful in future and exercise due
diligence.

Reply to the comment :

The Company has made sincere efforts to file the applicationfor availing In-Principle approval with NSE on time but due
to some technical difficulties, it got delayed. There was no malafide intentions behind the delay.

There is no other adverse comment in the Auditors' Report which requires any further explanation.

COST AUDITORS AND COST RECORD:-

Your Company was not required to appoint a cost auditor of the Company for FY 2024-2025. The Company has
maintained the cost records as per the provisions of Section 148 of the Companies Act, 2013 and the rules made
thereunder.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-

No guarantees were given. Details of Loans, Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements. (Refer Note No. 4,9,14,38)

PARTICULARS OF CONTRACTS OR ARRANGEMENTS RELATED PARTIES:-

During the period under review there were transactions with related parties as defined under Section 188 of the
Companies Act, 2013. Details of the same are annexed in “Annexure D” and forming part of this report

INTERNAL CONTROL SYSTEMS:-

The Company has an adequate system of internal control procedures which is commensurate with the size and nature
of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against
loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company
are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit
Committee of the Board of Directors.

PARTICULARS OF EMPLOYEES:-

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for
the financial year.

Sr. No

Name of the Director

Designation

Ratio to median remuneration

1

Mr. Asit A. Patel

Managing Director

22:1

2

Mr. Arjun A. Patel

Whole-Time Director

6:1

Remuneration drawn by the Managing Director includes perquisites. Mr. Arjun A. Patel has been appointed as a
Whole-Time Director w.e.f. 14.08.2024 thus it has been calculated pro-rata. The Non-executive directors are not
paid any remuneration except sitting fees for attending the meetings of the Board and / or Committees thereof
which is within the limits prescribed by the Companies Act, 2013.

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer,
Company Secretary in the financial year.

Percentage Increase in Remuneration for FY 2024-2025

MD/CEO

0.21%

CFO

9.34%

CS

8.59%

Mr. Arjun A. Patel has been appointed as a Whole-Time Director w.e.f. 14.08.2024 thus previous year comparison
is not given.

c. The percentage increase in the median remuneration of employees in the financial year:- 12%

d. The number of permanent employees on the rolls of the Company: 95 Nos.

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in
the last financial year and its comparison with the percentile increase in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for increase in the managerial
remuneration:

The Average percentile increase/decrease made in salaries of employees is 6.62% while that of KMP is 105.48%
Mr. Arjun A. Patel has been appointed as a Whole-Time Director w.e.f. 14.08.2024 thus, average increase in the
remuneration of KMP is affected significantly. The Managerial Personnel are responsible for the consolidated
performance of the Company, unlike non-managerial personnel. Thus, it is not meaningful to compare the
increase in their remuneration with that of the other employees who do not have similar responsibilities.

f. Affirmation that the remuneration is as per the remuneration policy of the company
The Company affirms remuneration as per the remuneration policy of the Company.

Information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014:

a) The company does not have any employee covered under the provisions of section 197(12) of the
Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and remuneration of Managerial
Personnel) Rules, 2014.

b) The statement containing the names of top ten employees will be made available on request sent to the
Company on info@gapollo.net

RISK MANAGEMENT:-

The Company had a Risk Management Committee with defined role and responsibilities. During the year under review,
the Committee was constituted in the compliance of requirement listing regulations. The details of the same are forming
part of the Corporate Governance Report

EQUAL OPPORTUNITY EMPLOYER:-

The Company has always provided a congenial atmosphere for work to all employees that are free from discrimination
and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard
to their caste, religion, colour, marital status and sex. The Company has also framed a Policy on “Prevention of Sexual
Harassment” at the workplace in line with provisions of the Sexual Harassment of women at Workplace (prevention,
prohibition and redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual
harassment at workplace. All the employees are treated with dignity with a view to maintain a work environment free
from harassment whether physical, verbal or psychological. There were no cases reported under the said Policy
during the year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which
have occurred between the ends of the financial year of the Company to which the financial statements relate and the
date of the report.

COVID -19 IMPACT

The impact of COVID-19 pandemic started worldwide and lockdown was announced which had severe impact on the
business globally. This resulted in the slowdown of activities of the Company. It must be noted that the COVID-19 is
an unprecedented phenomenon faced by all and as the pandemic has not been eradicated completely; the situation is
very uncertain and has not completely stabilized.

SIGNIFICANT AND MATERIAL ORDERS

There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and
company's operations in future.

REPORTING OF FRAUD:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the
Audit Committee and/or Board under section 143(12) of Act and Rules framed thereunder.

DISCLOSURE OF ABOUT RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR:

No Commission was drawn by the Managing Director during the financial year.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

During the year under review, the Company has not made any application before the National Company Law Tribunal
under Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against customer and there is no
pending proceeding against the Company under Insolvency and Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:

It is not applicable to the Company, during the financial year.

MATERNITY BENEFIT COMPLIANCE:

The Company is fully compliant with the Maternity Benefit Act, 1961, ensuring all eligible employees receive maternity
benefits as prescribed. No violations were reported during the year.

INDUSTRIAL RELATIONS:-

The relationship with the workmen and staff remained cordial and harmonious during the year and management
received full cooperation from employees.

CAUTIONARY STATEMENT:-

Statements in the Boards' Report and the Management Discussion and Analysis describing the Company's objectives,
explanations and 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.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the continuous support and cooperation received from
the Business Associates including vendors, customers and Banks. Your Directors greatly appreciate overwhelming
cooperation, dedication, commitment and contribution made by employees at all levels and look forward for their
continued support in future as well. Your Directors would also wish to place on record their gratitude to the shareholders
for having faith on the management of the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad Asit A. Patel Anand A. Patel

Dated : 13th August, 2025 Managing Director Director

DIN:00093332 DIN:00002277