Your directors present before you the 46th Annual Report of your Company on business & operations together with Audited Financial Statements and the Auditor's Report for the year ending 31st March 2025.

OPERATIONS

During the year under review, the company underwent a significant change in its ownership structure, resulting in a complete change of the promoter group. M/s Kirtivardhan Finvest Services Limited (PAN AABCK2706P), M/s R V Investment and Dealers Limited (PAN: AABCR4000P) and Mr. Rajya Vardhan Kanoria (PAN: AFSPK6577M) was categorized under the Promoter category and are no longer part of this category with effect from 30th September, 2024. They have entered into an agreement to sell the entire 67.20% stake in the Company through open offer with M/s. Panchjanya Distributors Private Limited (PAN: AACCP0397C). This transaction has been consummated and completed after receiving the necessary approvals from SEBI and shareholders resulting in the cessation of the Promoter and Promoter status.

The new management has an excellent track record in reviving the jute mills and with the able guidance coupled with adequate financial and technical support the turnaround is eminent perhaps sooner than expected. Moreover, with the improved market conditions world over, the exports markets looks promising for the jute diversified products.

The Company's sales were ' 298.29 crores (including exports of ' 50.53 crores) against sales of ' 473.25 crores (including exports of ' 66.67 crores) during the previous year. The production was lower at 25573 M.T. against 45043 M.T. Margins were under pressure and production and productivity suffered due to abnormal absenteeism and lack of government orders.

During the year, the Company was compelled to declare a suspension of work from 25th September 2024 to 4th November 2024 due to a serious incident involving a violent attack on the management staff by a group of approximately one thousand workmen. The incident resulted in grievous injuries to several management employees and substantial damage to the office premises and property.

The Company deeply regrets the occurrence of such an unfortunate event. The disruption caused by the incident and the subsequent suspension of operations led to significant financial and operational losses during the period. The management has taken all necessary steps to address the situation, ensure the safety of its employees, and safeguard Company assets. Efforts are also underway to restore normalcy and strengthen preventive measures going forward.

DIVIDEND

The Board of Directors have not recommended dividend on equity shares for the financial year ended 31st March 2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. The amount transferred to IEPF was ' 15,28,590/- during the year 2024-25.

TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserves during the current year.

BOARD MEETINGS

The Board of Directors met 10 (ten) times i.e. 13.05.2024, 06.08.2024, 30.09.2024 (1), 30.09.2024 (2), 03.10.2024, 17.10.2024, 13.11.2024, 17.01.2025, 10.02.2025 and 18.03.2025 during this financial year. The maximum time interval between two meetings was within the maximum time allowed pursuant to the Companies Act, 2013 and SEBI Regulations. The details and number of meetings attended by Directors form part of Corporate Governance Report.

SUBSIDIARY COMPANY

The Company has no subsidiary, joint venture, or associate Companies.

PUBLIC DEPOSIT

Your Company did not accept any deposits from public in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROL

The Board of Directors confirm that all the systems, policies, procedures and frameworks, which are currently operational within the Company are adequate for ensuring the orderly and efficient conduct of its business and adherence to the laws. They are in line with the best practices to the extent applicable to the company. The Audit Committee and the Board reviews internal control systems to ensure they remain effective and are achieving their intended purpose. Weaknesses, if any, are identified and new procedures are put in place to strengthen controls.

The Company at their meeting held on 18th March, 2025, have appointment of M/s. B J B & Associates, Chartered Accountant (FRN: 329621E) as Internal Auditor of the Company as M/s. Pawan Gupta & Co. (FRN: 318115E), Chartered Accountant resigned with effect from 11th March, 2025 due to other commitments and pre occupation.

The Company's internal audit process covers all significant operational areas and reviews the Process and Control. The Internal Auditor has authority to verify whether the policies and procedures, including financial transactions, are carried out in accordance with defined processes and variations and exceptions (if any) are justified and reported properly.

CREDIT RATING

ACUITE Ratings & Research Limited has assigned long-term rating of ACUITE BBB- Stable Assigned and short-term rating of ACUITE A3 Assigned to the Company for the working capital and term loan facilities availed by the Company.

At the request of the Company vide letter dated 21st March, 2025, CARE Ratings Limited has withdrawn the credit ratings assigned to the Company, in accordance with its Ratings Withdrawal Policy.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the company during the year under review and the Company continues to carry on its existing business.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

Mr. Satish Kapoor (DIN: 00051163) and Mr. Jugal Kishore Bhagat (DIN: 00055972) Directors of the Company resigned with effect from 24th September, 2024. Mr. Rajya Vardhan Kanoria (DIN:00003792) and Mr. Bharat Kumar Jalan (DIN: 00876208), Directors of the Company resigned with effect from 30th September, 2024. Mr. Manoj Mohanka (DIN: 00128593) and Ms. Nayantara Palchoudhuri (DIN: 00581440) Directors of the Company resigned with effect from 17th October,2024.

Mr. Anand Agarwal (DIN:03121369) appointed as Non-Executive Independent Director and Mr. Sanjay Kumar Agarwal (DIN: 00320459) appointed as Non-Executive Non-Independent Director of the Company with effect from 30th September,2024. Ms. Sruti Sukul (DIN: 10794840) appointed as Non-Executive Non-Independent Director of the Company with effect from 3rd October, 2024. Mr. Parimal

Gunvantrai Ajmera (DIN: 02126225) appointed as Non-Executive Independent Director of the Company with effect from 17th October, 2024.

Effective 19th October,2024, Company Secretary, Ms. Pratibha Jaiswal (PAN: AXCPJ7162R) ceased to hold the office due to resignation and Ms. Neha Jain (PAN: AOGPJ8566C) with effect from 17th January,2025 appointed as Company Secretary of the Company.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr. Sanjay Kumar Agarwal (DIN: 00320459), Director of the Company retires by rotation at the conclusion of the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment.

None of the Directors of the Company are disqualified for being appointed as a Director, as specified in Section 164(2) of the Companies Act, 2013.

I. Declaration from Independent Directors

The Company has received necessary declarations from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 & Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

II. Nomination and Remuneration Policy

The Company follows a policy on Nomination and Remuneration of Directors and Senior Management Employees. The policy has been prepared pursuant to the provisions of Section 178(3) of the Companies Act, 2013, Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee reviews the composition and diversity of the Board, keeping in view the requirements of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 recommends to the Board, appointment/re-appointment of eligible personnel including their terms of appointment and remuneration. The Nomination and Remuneration Policy including criteria for determining qualifications, positive attributes and independence of a director has been formulated. The said policy may be referred to on the Company's website i.e., www.ludlowjute.com.

The performance of the Board has been evaluated as per the policy laid down in that regard.

III. Ratio of Remuneration of each Director

Details of Ratio of Remuneration of each Director to the median employee's remuneration is annexed as Annexure - III, forming part of this Report.

AUDITORS

(i) Statutory Auditors

M/s. J K V S & Co., Chartered Accountants, (Firm Registration No. 318086E) was re-appointed as Statutory Auditor of the Company for a term of 5 years in their Annual General Meeting held on 28th September 2022.

The Statutory Auditors have confirmed their eligibility and submitted a written certificate stating that they are qualified to hold the office of the Statutory Auditor. Their report on the financial statements of the Company is included in the Annual Report, and there are no qualifications, reservations, or adverse remarks given by the statutory auditor in their report.

There has been no qualification, reservation, or adverse remarks in the Independent Auditor's Report for the financial year ended 31st March, 2025. The Statutory Auditor's have not reported any incidence of fraud during the year under review in terms of Section 143(12) of the Companies Act 2013 necessitating disclosure in the Board's Report.

(ii) Cost Auditors

Pursuant to Section 148 of the Act, the Board, on the recommendation of the Audit Committee, has approved the appointment of M/s SPK Associates, Cost Accountants (Firm Registration No. 000040), Kolkata, as the Cost Auditors for conducting the audit of the cost records of the Company for the fnancial year ending on 31st March 2026, at a remuneration of ' 40,000/- (Rupees Forty Thousand only) plus taxes and reimbursement of travelling and other incidental expenses, subject to approval of shareholders, as may be incurred in connection with the Cost Audit of the Company."

(iii) Secretarial Auditor

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Sachin Kumar, (ACS - 14157) Practising Company Secretary to conduct Secretarial Audit of the Company for the fnancial year 2024-25. The Secretarial Audit Report for the fnancial year 2024-25 is provided as an Annexure to this Report in Annexure - II. The Report does not contain any qualifcation, reservation or adverse remark.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements under the Companies Act, 2013 and Regulation 34 (3) read with Schedule V under the SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, a separate section on corporate governance along with a certificate from the statutory auditors of the Company confirming the compliance, is annexed as Annexure IV.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed and forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable Indian Accounting Standards (Ind AS) had been followed;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were responsible 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/loss of the Company for that period;

(iii) That 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;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2025, on 'a going concern' basis;

(v) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

(vi) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

RISK AND MITIGATING STEPS

The Company has identified various risks faced from different areas. As required under the SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, the Board has adopted a Risk Management Policy whereby a proper framework is set up. Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risk as and when they evolve.

In compliance with Regulation 21(5) of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, as amended, constitution of Risk Management Committee is applicable on the top 1000 listed entities, and on high value debt listed entities. The Company as on date does not fall in the above limit of top 1000 listed entities, nor is a high value debt listed entity. With effect from 28th February, 2025 Company dissolved the Risk Management Committee and further Audit Committee is entrusted with the responsibility to overview the Risk Management after dissolution of Risk Management Committee.

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

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act 2013, read with Rule 8 of the Companies

(Accounts) Rules 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed as Annexure - I, forming part of this Report.

AUDIT COMMITTEE

The Audit Committee of the Board has been constituted in terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. The constitution and other details of the Audit Committee are given in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee of the Board has been constituted as per Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The constitution and other details of the Corporate Social Responsibility Committee are given in the Corporate Governance Report. The said policy may be referred to on the Company's website i.e.,www.ludlowjute.com.

As per Section 135(1) of the Companies Act, 2013 ('the Act') CSR provisions are applicable to every company having net worth of '500 crores or more, or turnover of '1000 crores or more or a net profit of '5 crore or more in the immediately preceding financial year. The Company did not fulfill any such criteria and hence CSR was not applicable for the year.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

The Company has not given any loan, guarantee or made any investments exceeding sixty per cent of its paid-up share capital, free reserve and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGENMENTS WITH RELATED PARTY

A Related Party Policy has been devised by the Board of Directors for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to at the website of the Company i.e., www.ludlowjute.com. The Audit Committee reviews all related party transactions quarterly. Necessary approval of the Audit Committee and the Board of Directors were taken as and when required.

During financial year 2024-2025, your Company entered into transactions with Related Parties in ordinary course of its business at arm's length.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provision of Section 177(9) & (10) of the Companies act, 2013, a Vigil Mechanism/Whistle Blower Policy has been formulated by the Company for its Directors and Employees. The policy allows intimation by affected persons in good faith of any concern or misconduct through a written communication. The Policy assures adequate safeguard against victimization of employees and directors who avail of the vigil mechanism policy. It also provides for action against frivolous complaints. The Audit Committee oversees the Vigil Mechanism for disposal of the complaints. The said policy may be referred to on the Company's website i.e., www.ludlowjute.com.

PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of remuneration exceeding the limit as prescribed under Section 134 of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE COMPANY'S GOING CONCERN STATUS & OPERATIONS IN FUTURE

During the period under review, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in the future.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by The Institute of Company Secretaries of India.

ENVIRONMENT AND SAFETY

Your Company firmly believe in the importance of environmental protection and the responsible use of natural resources. In line with our commitment to sustainability, we have taken significant initiatives to produce eco-friendly products while ensuring strict compliance with environmental and pollution control standards.

We recognize that true sustainability also includes safety in all aspects of our operations. Accordingly, we place the highest priority on maintaining safe manufacturing practices. Our management and employees have consistently demonstrated a strong commitment to this cause, working together to uphold a disciplined and well-organized system that ensures a secure and healthy workplace for all.

The Company is also certified under ISO 14001:2004 for its Environmental Management Systems.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company's policy on prevention of sexual harassment of women provides for the protection of women employees at the workplace and for prevention and redressal of such complaints. There were no complaints pending for the redressal at the beginning of the year and no complaints received during the financial year.

ANNUAL RETURN

In compliance with Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 Annual Return of the Company is available on Company's Website i.e., www.ludlowjute.com.

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

The Company's human resources development is founded on a strong set of values. The policies seek to instil spirit of trust, transparency, and dignity among all employees. The Company continues to provide ongoing training to its employees at different levels.

Industrial relations with employees and workers across all locations of the Company continued to be cordial during the year.

ACKNOWLEDGEMENT

Your directors take this opportunity to express their appreciation to all the employees irrespective of level for their hard work, dedication and commitment recognize continues support and co-operation from all other stakeholders particularly you, the shareholders of the Company.