Your directors have pleasure in presenting the 44^th Annual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS:

2. TRANSFER TO RESERVE:

As permitted by the Companies Act, 2013, and Rules made thereunder, the Directors do not propose to transfer any amount to the General Reserve pertaining to F.Y 2024-2025.

3. DIVIDEND:

The Board does not recommend any dividend for the Financial Year 2024-2025

4. THE STATE OF COMPANY'S AFFAIRS:

As the Court Receiver has taken possession of the factory premises, the Company's operation has been stopped. There is no turnover from the operation of the company during the financial year. However, the company generated other income, resulting in a profit of Rs.2348.06/- (In thousands) for the financial year 2024-25.

After the Company taking up proceeding under Sick Industrial Companies Act, 1985, the company preferred a compromise scheme under the provisions of Section 391-394 of the Indian Companies Act 1956. The said compromise scheme, in accordance with the rules and regulations was approved by the creditors. The Honourable High Court of Gujarat dated May 16, 2008 approved the said compromise scheme for rehabilitation and applicability as to all the creditors. One of the secured creditors filed an appeal against the above order was preferred before the Division Bench of the Hon. High Court of Gujarat. The said creditors application for stay to implementation of the scheme was rejected and eventually the Division bench rejected the said Appeal by order dated March 10, 2025. The scheme therefore is effective and implemented since May 16, 2008. The company has filed the Caveat vide Application No.4409 dated 25.03.2025 in the Hon'ble Supreme Court to oppose any application by the said creditor. The same creditor is contesting application before Debt recovery Tribunal - III (DRT-III) Mumbai. On an application before the DRT-III Mumbai, a court receiver is appointed with possession of Companies property. The Companies challenge to the said order of court receiver is pending before the Hon'ble High Court at Bombay.

5. SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 5,00,00,000 /-(Rupees Five Crore only) divided into 50,00,000 (Fifty Lakhs) equity shares of Rs.10/-(Rupees Ten each) and the Issued and Paid-up Capital of the Company during the year stood at Rs. 52,08,970/-(Rupees Fifty-Two Lakhs Eight Thousand and Nine Hundred Seventy only) divided into 5,20,897 (Five Lakhs Twenty Thousand Eight Hundred Ninety-Seven) equity shares of Rs. 10/- (Rupees Ten each).

6. BOARD MEETINGS / COMMITTEE MEETINGS:Board Meeting

07 (Seven) Board meetings were held in the financial year 2024-2025 The same were held as under:

1. 03-04-2024

2. 28-05-2024

3. 08-08-2024

4. 02-09-2024

5. 09-11-2024

6. 11-02-2025

7. 24-03-2025

Audit Committee

04 (Four) Audit Committee meetings held during the financial year 2024-2025.

The same were held as under:

1. 28-05-2024

2. 08-08-2024

3. 09-11-2024

4. 11-02-2025

Nomination and Remuneration Committee

Nomination and Remuneration committee meeting was held during the financial year 2024-2025. The same was held on 09-11-2024.

Stakeholders Committee

Stakeholders Committee meeting held during the financial year 2024-2025. The same was held on:

1. 28-05-2024

2. 08-08-2024

3. 09-11-2024

4. 11-02-2025

7. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of 134 (5) of the Companies Act, 2013 the Board hereby submits its responsibility statement:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) 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 profit of the company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis;

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

(vi) 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.

8. STATEMENT ON INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

They have registered their names in the Independent Directors' Databank. However, the examination of independent directors is in process.

The Board believes that the Independent Directors of the Company possess requisite qualifications, experience, expertise and proficiency and they hold the highest standards of integrity

9. WEB LINK FOR THE ANNUAL RETURN:

In accordance with Sections 92(3) read with 134(3)(a) of the Companies Act 2013 and Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the extract of the Annual Return of the Company for the financial year 2024-25 is available on the website of the Company at www.snailbh.in

10. COMPANY'S POLICY RELATING TO DIRECTORS:

The Company's policy relating to appointment of Directors, payment of managerial remuneration, directors' qualifications, positive attributes, independence of directors and other related matters as provided under section 178(3) of The Companies Act 2013 in furnished in Annexure 'A'. The policy has been updated on company website.

11. COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK:

Statutory Auditor

The observations in the Auditors report and the notes on Financial Statements referred are self-explanatory and do not call for any further comments.

Secretarial Auditor

The observations in the Secretarial Audit Report are self-explanatory and do not call for any further comments.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any Loan, guarantees or made any investments in accordance with Section 186 of Companies Act, 2013.

13. RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement/ Regulation 23 of Listing Obligations and Disclosure Requirements were in the ordinary course of business and on an arm's length basis, therefore, Form AOC - 2 is not applicable to the Company.

14. MATERIAL CHANGES:

After the Company taking up proceeding under Sick Industrial Companies Act, 1985,the company preferred a compromise scheme under the provisions of Section 391-394 of the Indian Companies Act 1956. The said compromise scheme, in accordance with the rules and regulations was approved by the creditors. The Honorable High Court of Gujarat dated May 16, 2008 approved the said compromise scheme for rehabilitation and applicability as to all the creditors. One of the secured creditors filed an appeal against the above order was preferred before the Division Bench of the Hon. High Court of Gujarat. The said creditors application for stay to implementation of the scheme was rejected and eventually the Division bench rejected the said Appeal by order dated March 10, 2025. The scheme therefore is effective and implemented since May 16, 2008. The company has filed the Caveat vide Application No.4409 dated 25.03.2025 in the Hon'ble Supreme Court to oppose any application by the said creditor. The same creditor is contesting application before Debt recovery Tribunal - III (DRT-III) Mumbai. On a application before the DRT-III Mumbai, a court receiver is appointed with possession of Companies property. The Companies challenge to the said order of court receiver is pending before the Hon'ble High Court at Bombay.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING AND OUTGO:

Considering the present nature of activity, the provisions of Section 134(m) of the Companies Act, 2013 in respect of Conservation of energy etc. is not applicable to the company.

There was no foreign exchange inflow or outflow during the year under review.

16. RISK MANAGEMENT:

The Company has in place a structured risk management policy/framework to identify, assess, monitor and mitigate various risks associated with its business operations. The objective of the policy is to minimize the adverse impact of risks on the Company's business objectives and to enable the Company to leverage opportunities effectively.

17. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 is not applicable to your Company for the current year.

18. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board' functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors as decided by Nomination and Remuneration Committee was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

The Directors expressed their satisfaction with the evaluation process

19. Names of companies which have become or ceased to be its subsidiaries, joint ventures, or associate companies during the year: -

There are no such companies which have become or ceased to be the company's subsidiaries, joint ventures or associate companies during the year.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIRECTORS:

During the year, your Company has optimum combination of executive as well as non-executive Directors in compliance with Regulation 17 of the Listing Regulations as amended from time to time

CHANGES DURING THE YEAR:

A. Mr. Kantilal Bhuralal Patel, was reappointed as Managing Director of the company in the Annual General Meeting held on 26^th September 2024 for a period of five (5) years.

B. Mr. Milan Rambhai Patel (DIN: 02143088) was re-appointed as Director of the company in the Annual General Meeting held on 26^th September 2024.

KEY MANAGERIAL PERSONNEL:

In terms of section 203 of Act, following are the Key Managerial Personnel of the Company as on 31^st March 2025:

Ms. Sayali Patil has resigned from the post of Company Secretary from 14^th May 2025.

21. Disclosure under Section 197 (12) and rules 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014:

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under the above rules are annexed at "Annexure - B" to this report.

22. Statement of Particulars of Employees Pursuant to Rule 5 (2) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(i) Name of top 10 employees in terms of remuneration draw

(ii) Employed throughout the year and were in receipt of remuneration of not less than Rs. 1.02 Cr. per annum Not Applicable

(iii) Names of employees employed for part of the year and were in receipt of remuneration of not less than Rs. 8.50 Lacs per month. Not Applicable

Note:

1. The percentage of equity shares held by above mentioned employees are NIL as on 31^st March, 2025.

2. None of the Company's employees is related to any directors of the company.

23. Audit Committee

The Audit Committee comprises Mr.Bharat Ashwin Manek, Independent Director as Chairman, Mr. Shakuntala Rajesh Chavan, Independent Director, and Mr. Milan Patel, Director as members.

All the recommendations made by the Audit Committee were deliberated and accepted by the Board during the financial year 2024-25.

24. Meeting of Independent Directors

Pursuant to Section 149(8) read with Schedule IV of the Act, and Regulation 25(3) of SEBI Listing Regulations, the Independent Directors shall hold at least one meeting in a financial year without the presence of Non-Independent Directors and members of the management. The meeting of Independent Directors of the Company was held on 28^th May 2024.

25. AUDITORS:

STATUTORY AUDITOR

The Auditors M\s SVH & Associates, Chartered Accountants, Mumbai the present statutory auditors are appointed in the Annual General Meeting held in the year 2022, as per the provisions of Section 139 of the Companies Act, 2013 for a period of 5 years, i.e. till the conclusion of Annual General Meeting to be held in the year 2027.

SECRETARIAL AUDITOR

M/s Saurabh Shukla & Associates, Practicing Company Secretaries (Membership No. F11753, CP NO.17845) has been appointed as Secretarial Auditor for the financial year 2024-2025.

The Secretarial audit report is appended as an Annexure-C to this report.

INTERNAL AUDITORS

M/S Pranav B Raval & Associates Chartered Accountants has been appointed as Internal Auditors for the financial year 2024-2025.

26. DEPOSITS:

The Company has not invited/ accepted any such deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013

27. SIGNIFICANT AND MATERIAL ORDER IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

After the Company taking up proceeding under Sick Industrial Companies Act, 1985,the company preferred a compromise scheme under the provisions of Section 391-394 of the Indian Companies Act 1956. The said compromise scheme, in accordance with the rules and regulations was approved by the creditors. The Honorable High Court of Gujarat dated May 16, 2008 approved the said compromise scheme for rehabilitation and applicability as to all the creditors. One of the secured creditors filed an appeal against the above order was preferred before the Division Bench of the Hon. High Court of Gujarat. The said creditors application for stay to implementation of the scheme was rejected and eventually the Division bench rejected the said Appeal by order dated March 10, 2025. The scheme therefore is effective and implemented since May 16, 2008. The company has filed the Caveat vide Application No.4409 dated 25.03.2025 in the Hon'ble Supreme Court to oppose any application by the said creditor. The same creditor is contesting application before Debt recovery Tribunal - III (DRT-III) Mumbai. On a application before the DRT-III Mumbai, a court receiver is appointed with possession of Companies property. The Companies challenge to the said order of court receiver is pending before the Hon'ble High Court at Bombay

28. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal financial control system with reference to the Financial Statements for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

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

The company has zero tolerance for Sexual Harassment at Workplace and has adopted a policy on prevention, prohibition and redressal of Sexual Harassment. The company has constituted an Internal Complaints Committee in accordance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) is set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company also 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.

30. CORPORATE GOVERNANCE REPORT:

In terms of circular SEBI CIR/CFD/Policy Cell/7/2014 dated 15^th September, 2014 issued by SEBI, the amended clause 49 of Equity Listing Agreement and as stipulated under the Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It is not mandatory for the time being in respect of Companies having paid up share capital not exceeding Rs. 10 Crores and Net worth not exceeding Rs. 25 Crores as on the last day of previous financial year. In view of the above separate corporate governance report is not provided.

31. VIGIL MECHANISM:

The Company has established a Vigil Mechanism and oversees through the Audit Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company. The Company have updated the policy on company website. The Vigil Mechanism Policy is appended as an Annexure 'D' to this Report.

32. SHARES:

a. BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY:

The Company has not issue any Sweat Equity Shares during the year under review.

c. BONUS SHARES:

No Bonus shares were issued during the year under review.

d. EMPLOYEE STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the Employee.

33. COMPLIANCE OF SECRETARIAL STANDARD:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating efficiently.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING YEAR:

During the year, your Company has not made any application nor there is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 as at the end of the financial year.

35. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANK OR FINANCIAL INSTITUTIONS:

During the year, your Company has not initiated One Time Settlement with the Banks or Financial Institutions and therefore no details are required to be furnished

36. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT: -

There are no such frauds reported by auditors under sub-section (12) of section 143.

37. A DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED: -

The maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company for the financial year and accordingly, such accounts and records have not been made or maintained.

38. A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961: -

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including provisions relating to maternity leave, benefits, and working conditions for eligible women employees during the year under review.

39. APPRECIATION:

Your directors would further like to record their appreciation of the efforts by the management of the Company and wish to express their gratitude to the Members for their continued trust and support.