Your directors are pleased to present the 40th Annual Report along with Audited Financial Statements for the Financial Year ended
31st March, 2025.

1. FINANCIAL RESULTS

The Audited Financial Statements of your Company as on 31st March, 2025 are prepared in accordance with the relevant
applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 ("Act”).

The summarized comparison of Audited Financial Results of the Company for the Financial Year 2024-2025 is given below:

2. STATE OF COMPANY'S AFFAIRS AND
PERFORMANCE OF THE COMPANY DURING
THE YEAR.

During the year under review, your Company has achieved
a Turnover of H 1519.83 Crore as compared to Previous
Year H 1450.13 Crore. The Profit before depreciation and
tax was H 77.10 Crore as compared to H 63.64 Crore in
the Previous Year. The profit after tax for the year H 23.83
Crore as compared to Profit H 21.13 Crore reported in
the Previous Year.

The Performance of the Company has been
comprehensively discussed in the Management Discussion
and Analysis Report (forming part of the Annual Report)
based on the reports of the each of the units of Company.

3. RAISING OF FUNDS BY ISSUANCE OF
WARRANTS CONVERTIBLE INTO EQUITY
SHARES ON A PREFERENTIAL BASIS

Pursuant to the shareholders' approval received at the
Annual General Meeting held on August 27, 2024, your
Company has issued 5,00,00,000 warrants at a price of INR
30.60 per warrant, each convertible into, or exchangeable
for, 1 (one) fully paid-up equity share of the Company of
face value of INR 5/- each to Elysian Wealth Fund, Vikasa
India EIF I Fund, North Star Opportunities Fund, Multitude
Growth Funds, Eminence Global Fund and Nexpact
Ltd by way of preferential issue basis for an aggregate

consideration of up to 153.00 crore. Your Company had
received minimum 25% of the funds towards warrant
subscription and the remaining 75% funds yet to be
received from proceeds of warrants as on 31st March, 2025

4. MATERIAL CHANGES OR COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THE FINANCIAL STATEMENTS
RELATES AND THE DATE OF THE REPORT

There were no other material changes or commitments
which affected the financial position of the Company
which have occurred between the end of the Financial
Year and the date of this Report.v

5. DIVIDEND

The Board of Director has not recommended any dividend
during the year.

In pursuant to Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has formulated a Dividend Distribution
Policy which was approved and adopted in the Board
Meeting and the same is available on company's web link
as: www.vishalfabricsltd.com

There is Rs. 216769 unpaid balance available in the unpaid
dividend account as the same is unclaimed dividends
by shareholders.

6. TRANSFER TO RESERVES

During the financial year under review, the company has
transferred the entire amount of Profit to Reserve and
surplus account as per detail provided in the note of the
financial statement.

7. SHARE CAPITAL

The paid-up equity shares capital of the Company as
on 31st March, 2025 was H 988,050,015/- comprising of
197,610,003 Equity Shares of face value of H 5/- each.

During the year under review, the company has increase
the Authorized Share Capital of the Company from
H 100,00,00,000/- (Rupees One Hundred Crores Only) divided
into 20,00,00,000 (Twenty Crores Only) Equity Shares of H
5/- each to H 150,00,00,000 (Rupees One Hundred and Fifty
Crores Only) divided into 30,00,00,000 (Thirty Crores Only)
Equity Shares of H 5/- each and consequent amendment in
the Capital Clause (Clause V) of Memorandum of Association
of the Company in the board meeting held on 27th July,
2025, and the same has been approved in the Annual General
Meeting held on 27th August, 2024 by shareholders.

Further the board of director has also approved raising of
funds H 153,00,00,000 through Issue of Compulsorily
Convertible Equity Warrants ('Warrants”) to the "Non¬
Promoter, Public Category” Investors on preferential basis
by issuing up to 5,00,00,000 (Five Crores only) Warrants,
convertible in one or more tranches to equity shares of H
5/- each of the Company at an issue price of H 30.60/- each
Warrant and the same has been approved in the Annual
General Meeting held on 27th August, 2024 by shareholders.

None of the Directors of the Company hold instruments
convertible into Equity Shares of the Company.

8. INFORMATION OF SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES

The Company has no subsidiaries and joint ventures.

A list of associates of your Company is provided as part of
the notes to the consolidated financial statements.

9. CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of your Company's
business during the year under review.

10. ALTERATION IN THE CONSTITUTIONAL DOCUMENT

During the year your company has altered Articles of
Association of the Company with respect to deletion of the
common seal clause vide shareholder approval through
postal ballot dated 18th December, 2024.

11. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS UNDER SECTION 186 OF
COMPANIES ACT, 2013

The details of loans, guarantees and investments covered
under the provisions of Section 186 of the Companies Act,
2013 are given in the note to the financial statements.

12. EXTRACT OF ANNUAL RETURN

{In pursuance to Section 92 and 134 (3) (a) of the Companies
Act, 2013 ("the Act”) read with relevant Rules thereunder}

The Annual Return of the Company for the Financial Year
2024-2025 in the prescribed format in Form MGT-7 is available
on the website of the Company at: www.vishalfabricsltd.com

13. RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year
under review were on arm's length basis, in the ordinary
course of business and are in compliance with the applicable
provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
and there are no material related party transactions thus a
disclosure in Form AOC-2 in terms of Section 134 of the Act
read with Rule 8 of the Companies (Accounts) Rules, 2014
is not required. The details of the transactions with Related
Parties are provided in the Company's financial statements
in accordance with the Accounting Standards.

All Related Party Transactions are placed before the Audit
Committee for approval. Omnibus approval was obtained
on a yearly basis for transactions which are of repetitive
nature. A statement giving details of all Related Party
Transactions are placed before the Audit Committee and
the Board for review and approval on a quarterly basis.

None of the Directors has any pecuniary relationship or
transactions vis-a-vis the Company except remuneration
and sitting fees. The Policy on Related Party Transactions
as approved by the Board of Directors has been uploaded
on the website of the Company and can be seen at the link:
www.vishalfabricsltd.com

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Composition of the Board is in accordance with the
statutory provision. The Board consists of 6(six) members,
of which 3 (Three) are Independent Directors. The Board
also comprises of one women Independent Director.

The Company has received declarations from all the
Independent Directors that they meet the criteria of
independence as prescribed in the Companies Act, 2013
and SEBI Listing Regulations, 2015.

None of the Directors of the Company is disqualified for being
appointed as Director, as specified under section 164(2) of
the Companies Act, 2013 and Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.

Following changes occurred in the Board of Directors and KMPs during the year :-

The following are the Key Managerial Personnel of the
Company as on 31st March, 2025:

a) Mr. Brijmohan Chiripal: Managing Director

b) Mr. Arvind Pandey: Whole-time Director

c) Mr. Suketu Narendrabhai Shah: Chief Executive
Officer w.e.f. 05/02/2025

d) Mr. Ravindrakumar Bajranglal Bajaj :

Whole-time Director

e) Mr. Dharmesh Dattani: Chief Financial Officer

f) Mrs. Pooja Dhruve : Company Secretary
( upto 24/04/25)

g) Mr. Dilip Nikhare : Company Secretary ( Appointed
w.e.f 11/07/25)

DIRECTORS RETIRING BY ROTATION

Mr. Ravindra Bajaj (DIN: 08243855), Whole Time Director
of the Company, retires by rotation as a Director at the
conclusion of this Annual General Meeting pursuant to
the provisions of section 152 of the Companies Act, 2013
read with the Companies (Appointment and Qualification
of Directors) Rules, 2014 and the Articles of Association
of your Company and being eligible have offered
himself for reappointment. Appropriate resolution for
his re-appointment is being placed for your approval at
the ensuing AGM.

The composition of the Board of Directors and its
Committees are provided in the Corporate Governance
Report, which forms part of the Annual Report.
Certificate of Non-Disqualification of Directors has been
attached as Annexure I.

15. NUMBER OF BOARD AND COMMITTEE
MEETINGS

The Board meets once in every quarter to review the
quarterly financial results and other items of the agenda
and if necessary, additional meetings are held as and when
required. The intervening gap between the meetings was
within the period prescribed under SEBI (LODR) Regulations,
2015 & Companies Act, 2013. The agenda is circulated well
in advance to the Board members. The items in the agenda
are backed by comprehensive background information
to enable the Board to take appropriate decisions. The
details of the Board and its Committees meetings and
attendance of Directors at such meetings are provided in
the Corporate Governance Report, which forms part of
the Annual Report.

16. MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors
met on 04/02/2025 inter alia, to discuss:

• Review of the performance of Non-independent
Directors and the Board of Directors as a whole.

• Review of the performance of the Chairman of
the Company, taking into account the views of the
Executive and Non-executive Directors.

• Assess the quality, content and timeliness of flow of
information between the management and

• To ensure the Board effectively and reasonably
perform its duties.

All Independent Directors were present at the meeting.

17. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declarations from
each independent director under Section 149(7) of the
Companies Act, 2013, that he/she meets the criteria of
Independence laid down in Section 149(6) of the Companies
Act, 2013 and Regulation 25 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and they
have complied with the Code for Independent Directors as
prescribed in Schedule IV to the Act.

18. CRITERIA FOR APPOINTMENT OF INDEPENDENT
DIRECTORS

An Independent Director shall be a person of integrity
and possess appropriate balance of skills, experience
and knowledge as details provided in the Corporate
Governance Report. The Company did not have any
pecuniary relationship or transactions with Non-Executive
Directors during the year ended 31st March, 2025 except
for payment of sitting fees.

19. CRITERIA FOR APPOINTMENT OF MANAGING
DIRECTORS / WHOLE - TIME DIRECTORS

The appointment is made pursuant an established
procedure which includes assessment of managerial
skills, professional behavior, technical skills and other
requirements as may be required and shall take into
consideration recommendation, if any, received from any
member of the Board.

In compliance with Section 178(3) of the Companies Act,
2013 and Regulation 19(4) of the SEBI (LODR) Regulation,
2015 the company has formulated Nomination and
Remuneration Policy for determining qualifications,
positive attributes and independence of directors and
other matters related to appointment of Directors.

The Nomination and Remuneration Policy as approved
by the Board of Directors has been uploaded on the
website of the Company and can be seen at the link: www.
vishalfabricsltd.com

20. FAMILIARIZATION PROGRAM FOR THE
INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has put in place a familiarization
programme for the Independent Directors to familiarize
them with their roles, rights and responsibilities as Directors,
the working of the Company, nature of the industry in
which the Company operates, business model etc. The
code has been uploaded on the website of the Company
and can be seen at the link: www.vishalfabricsltd.com

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has a Policy on Corporate Social
Responsibility and the same has been posted on the
website of the Company at link: www.vishalfabricsltd.com

The brief outline of the CSR Policy of the Company and
the activities undertaken by the Company on CSR during
the year under review and relevant details are set out in
Annexure III which forms part of this Board Report.

Further, the composition, number and date of meetings
held, attendance of the members of the CSR Committee
meetings are given separately in the Corporate Governance
report which forms part of this Annual Report.

22. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013
and Regulation 17(10) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 the
Nomination and Remuneration Committee has laid down
the criteria for evaluation of the performance of individual
directors and the Board as a whole. Based on the criteria the
exercise of evaluation was carried out through a structured
process covering various aspects of the Board functioning
such as composition of the Board and committees,
experience & expertise, performance of specific duties &
obligations, attendance, contribution at meetings, etc. The
performance evaluation of the Chairman and the Non¬
Independent Directors was carried out by the Independent
Director. The performance evaluation of the Independent
Directors was carried out by the entire Board (excluding
the Director being evaluated). The Directors expressed
their satisfaction with the evaluation process.

23. AUDITORS AND AUDITORS' REPORT

A. STATUTORY AUDITORS

Pursuant to provisions of Sections 139, 141 & 142 of
the Act and applicable Rules and other applicable
provisions of the Act, the Board of Directors at its
meeting held on August 1, 2024 has approved the
appointment of M/s. S V J K and Associates*, (FRN-
135182W),Chartered Accountants as Statutory Auditors
for five consecutive years from conclusion of the 38th
Annual General Meeting held for Financial Year 2022¬
2023 till the conclusion of the 43rd Annual General
Meeting to be held on 2027-28 of the Company.

Further the Company has received written consent(s)
and certificate(s) of eligibility from the Statutory
Auditors - S V J K and Associates, (FRN- 135182W),
Chartered Accountant in accordance with Sections
139 and 141 of the Act and applicable Rules and other
provisions of the Act and holds a valid certificate
issued by the Peer Review Board of the ICAI. They
have further confirmed that they were not disqualified
to appoint as the Statutory Auditors in terms of the
Act and Rules made thereunder.

* S V J K and Associates (Formerly known as A S R V & Co.)

B. SECRETARIAL AUDITORS

The Secretarial Audit Report for the Financial Year
ended 31st March 2025, pursuant to Section 204 of
the Companies Act, 2013 and rules made thereunder

is annexed herewith as Annexure - II. The Secretarial
Audit Report does not contain any qualifications,
reservations or adverse remarks.

The Annual Secretarial Compliance Report of the
Company pursuant to Regulation 24A of Listing
Regulations read with SEBI Circular No. CIR/
CFD/ CMD1/27/2019 dated February 08, 2019, is
uploaded on the website of the Company i.e. www.
vishalfabricsltd.com.

Pursuant to Regulations 30 of the Securities and
Exchange Board of India (Listing Obligation and
Disclosure Requirements) Regulations, 2015 read with
Schedule III Part A Para A, we would like to inform that
on the recommendation of the Audit Committee,
the Board of Directors in their meeting held on, 21st
May, 2025 approved the appointment of M/s. Chirag
Shah & Associates (CoP: 3498), Practicing Company
Secretary, Ahmedabad as the Secretarial Auditor of
the Company for five consecutive years commencing
from F.Y. 2025-26 till F.Y. 2029-30, subject to approval
of the shareholders of the Company at the ensuing
Annual General Meeting.

C. COST AUDITORS

The Board has re-appointed M/s. A.G. Tulsian and Co.,
Cost Accountants (FRN: 100629) as Cost Auditor to
conduct the audit of cost records of your Company
for the financial year 2025-26. The payment of
remuneration to Cost Auditor requires the approval/
ratification of the members of the Company and
necessary resolution in this regard, has been included
in the notice convening 40th AGM of the Company.

The Company maintains necessary cost records as
specified by Central Government under sub-section 1
of Section 148 of the Companies Act, 2013 read with
the Companies (Cost Records and Audit) Rules, 2014.

D. INTERNAL AUDITORS

The Board has re-appointed M/s. Ronak Shah &
Associates., Chartered Accountants (FRN: 116766W),
Ahmedabad as Internal Auditors of the Company for
the Financial Year 2024-2025. The required consent
to act as the Internal Auditors of the Company for the
Financial Year 2025-2026 has been received by the
Company from the said Internal Auditors, on terms
& conditions as mutually agreed upon between
the Internal Auditors and the Board / management
of the Company.

24. CODE OF CONDUCT

The Board of Directors of the Company has laid down a
Code of Conduct for all the Board Members and Senior
Management Personnel of the Company. The Board
Members and the Senior Management personnel have
affirmed compliance with the code for the year 2025-26.
The said Code of Conduct has been posted on the website
of the Company at link: www.vishalfabricsltd.com

A declaration to this effect is annexed and forms part
of this report.

25. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report on
the operations of the Company, as required under the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is provided in a separate section and
forms an integral part of this Report.

26. CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on corporate
governance practices followed by the Company, together
with a certificate from the Company's Auditors confirming
compliance forms an integral part of this Report.

27. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of SEBI (Prohibition of Insider
Trading) Regulation, 2015 the Board has formulated and
implemented a Code of Conduct to regulate, monitor
and report trading by its employees and other connected
persons and Code of Practices and Procedures for fair
disclosure of Unpublished Price Sensitive Information.

The updated "Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information"
("Code of Fair Disclosure") uploaded on the Company's
website at link: www.vishalfabricsltd.com

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has framed a Whistle Blower Policy to deal
with instances of fraud and mismanagement, if any. The
said policy has been disseminated within the organization
and has also been uploaded on the Company's website at
link:www.vishalfabricsltd.com

29. NOMINATION, REMUNERATION AND BOARD
DIVERSITY POLICY

The Board of Directors has framed a policy which lays
down a framework in relation to remuneration of Directors,
Key Managerial Personnel and Senior Management of
the Company. The Policy broadly lays down the guiding
principles, philosophy and the basis for payment of
remuneration to Executive and Non-executive Directors
(by way of sitting fees and commission), Key Managerial
Personnel and Senior Management.

The policy also provides the criteria for determining
qualifications, positive attributes and Independence of Director
and criteria for appointment and removal of Directors Key
Managerial Personnel / Senior Management and performance
evaluation which are considered by the Nomination and
Remuneration Committee and the Board of Directors.

The Nomination and Remuneration Policy as approved
by the Board of Directors has been uploaded on the
website of the Company and can be seen at the link: www.
vishalfabricsltd.com

30. DISCLOSURE UNDERTHE SEXUALHARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL), ACT 2013

The Company has always believed in providing a safe and
harassment free workplace for every individual working in
its premises through various interventions and practices.
The Company always endeavors to create and provide
an environment that is free from discrimination and
harassment including sexual harassment.

The Company has adopted a policy against Sexual
Harassment in line with the requirements of The Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules framed
thereunder. The policy has also been uploaded on the
Company's website at link: www.vishalfabricsltd.com

An appropriate complaint mechanism in the form of
"Internal Complaints Committee” has been created in the
Company for time-bound redressal of the complaint made
by the victim. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. The
Company has not received any complaints of sexual
harassment in the Financial Year 2024-25.

31. PUBLIC DEPOSITS

The Company has not accepted any Deposits from the
public during the Financial Year 2024-25.

32. RISK MANAGEMENT

The Board of Directors of the Company has designed
Risk Management Policy and Guidelines to avoid events,
situations or circumstances which may lead to negative
consequences on the Company's businesses, and define a
structured approach to manage uncertainty and to make use
of these in their decision-making pertaining to all business
divisions and corporate functions. Key business risks and
their mitigation are considered in the annual/strategic
business plans and in periodic management reviews.

The Company has laid down a Risk Management Policy
which defines the process for identification of risks,
its assessment, mitigation measures, monitoring and
reporting. The policy has also been uploaded on the
Company's website at link: www.vishalfabricsltd.com

33. INTERNAL CONTROL SYSTEM

The Company has adequate internal control systems for
business processes, with regard to efficiency of operations,
financial reporting, compliance with applicable laws and

regulations etc. All operating parameters are monitored
and controlled. Regular internal audits and checks
ensure that responsibilities are executed effectively.
The system is improved and modified continuously to
meet with changes in business conditions, statutory and
accounting requirements.

The Audit Committee of the Board of Directors actively
reviews the adequacy and effectiveness of internal control
systems and suggests improvement for strengthening
them, from time to time.

34. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge and
ability, confirm that:

(i) that in the preparation of the accounts for the
Financial Year ended March 31, 2025, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

(ii) that the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state
of affairs of the Company as on March 31, 2025 and of
the profit of the company for the year under review;

(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 on going concern basis;

(v) the Directors have laid down internal financial
controls, which are adequate and were operating
effectively; and

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

35. PROCEEDINGS PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE, 2016

The Company has not made any application nor any
proceeding are pending under the Insolvency and
Bankruptcy Code, 2016 during the Financial Year 2024¬
25. The requirement to disclose the details of application
made or any proceeding pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during the year
along with their status as at the end of the financial year is
not applicable.

36. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, required to
be disclosed by Section 134(3) (m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014, is
annexed as "Annexure- IV” and forms part of this report.

37. TRANSFER TO THE INVESTOR EDUCATION
AND PROTECTION FUND

Pursuant to Section 124 and 125 of the Companies Act,
2013, read with Investor Education and Protection Fund
Authority (Accounting Audit, Transfer and Refund) Rules,
2016 ('IEPF Rules'), as amended from time to time, the
amount of dividend remaining unpaid or unclaimed for a
period of seven years shall be transferred to the Investor
Education and Protection Fund (IEPF).

During the year under review, no amount was due for
transfer to IEPF in accordance with Section 125 of the
Companies Act, 2013.

38. PARTICULARS OF EMPLOYEES

The percentage increase in remuneration, ratio of
remuneration of each Director and key managerial
personnel (KMP) (as required under the Act) to the median
of employees' remuneration, as required under Section
197 of the Act, read with rule 5(1) of the Companies
(Appointment and Remuneration Managerial Personnel)
Rules, 2014, are set out in ''Annexure V'' of this report.

The information required under provisions of Section
197(12) of the Companies Act, 2013 read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, forms part of this
Annual Report. In terms of Section 134 and Section 136 of
the Act, the Annual Report is being sent to the shareholders
and others entitled thereto, excluding the said annexure,
which is available for inspection by the shareholders at the
Registered Office of your Company during business hours
on working days of your Company. If any shareholder is
interested in obtaining a copy thereof, such shareholder
may write to the Company Secretary in this regard.

39. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year ended March
31, 2025 as stipulated under Regulation 34(2) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
is not applicable for financial year 2024-25 as your Company
is not falling in the list of top 1000 Companies as per the
Market Capitalization as on March 31, 2025.

40. ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of
environmentally clean and safe operations. The Company's
policy requires conduct of operations in such a manner
so as to ensure safety of all concerned, compliances
of environmental regulations and preservation of
natural resources.

41. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied
with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.

42. REPORTING OF FRAUDS

There was no instance of fraud during the Financial Year
2024-25, which were required by the Statutory Auditors
to report to the Audit Committee and / or Board under
Section 143(12) of Act and Rules framed thereunder.

43. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS

No significant and material order has been passed by the
regulators, courts, tribunals impacting the going concern
status and Company's operations in future.

44. 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 THERE OF DURING THE FINANCIAL
YEAR

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

43. STATEMENT INDICATING DEVIATION IN THE
USE OF PROCEEDS FROM THE STATED OBJECTS
AND CATEGORY-WISE VARIATION BETWEEN
PROJECTED AND ACTUAL FUND UTILISATION.

There is no Deviation in the use of Proceeds of Preferential
Allotment during the year.

44. INSURANCE

All assets of the company including inventories, building,
plant and machineries are adequately insured.

45. LISTING OF SHARES

The Company's shares are listed at BSE Limited and the
listing fee for the year 2024-2025 has been duly paid.

46. CAUTIONARY STATEMENT

Statements in this Directors' Report describing the
Company's objectives, projections, estimates, expectations
or predictions may be "forward-looking statements” within
the meaning of applicable securities laws and regulations.
Actual results could differ materially from those expressed
or implied. Important factors that could make difference
to the Company's operations include raw material
availability and its prices, cyclical demand and pricing in
the Company's principal markets, changes in Government
regulations, Tax regimes, economic developments within
India and the countries in which the Company conducts
business and other ancillary factors.

47. APPRECIATION AND ACKNOWLEDGEMENT

Your Directors wish to place on record sincere gratitude
and appreciation, for the contribution made by the
employees at all levels for their hard work, support,
dedication towards the Company.

Your Directors thank the Government of India and the
State Governments for their co-operation and appreciate
the relaxations provided by various Regulatory bodies to
facilitate ease in compliance with provisions of law.

Your Directors also wish to thank its customers, business
associates, suppliers, investors and bankers for their
continued support and faith reposed in the Company.

Brijmohan D. Chiripal Ravindra Bajaj

Date: 08.08.2025 Managing Director Whole-time Director

Place: Ahmedabad DIN: 00290426 DIN: 08243855