The Board of Directors are pleased to present the
Company’s 41^st Annual Report and the Company’s Audited
Financial Statements (Standalone and Consolidated) for
the Financial Year ended 31^st March 2025.

1. Financial Results:

(R in Lakhs)

2. PERFORMANCE REVIEW:

During the financial year ended 31^st March, 2025, the
operational revenue of the Company on a Standalone
basis was R17,291.47 Lakhs vs. R14,412.19 Lakhs
in the previous year. Profit/ (Loss) Before Tax and
before exceptional items was R(3,450.43) Lakhs vs.
R(3,510.92) Lakhs in the previous year, while the
Net Profit/(Loss) after Tax for the Financial Year
ended 31^st March 2025 was R(4,031.09) Lakhs vs.
R(3,486.58) Lakhs in the previous year. The Total
Comprehensive Profit/ (Loss) for the year was
R(4,364.24) Lakhs vs. R(3,261.74) Lakhs in the
previous year.

On a Consolidated basis the Operational revenue of
the Company for the year was R17,440.25 Lakhs
vs. R 14,580.49 Lakhs in the previous year. The
Consolidated Profit/(Loss) before Tax and before
exceptional items was R(3,610.91) Lakhs vs.
R(3,627.79) Lakhs in the previous year, the Net

Profit/(Loss) after tax being R(3,719.59) Lakhs
vs. R(3,637.34) Lakhs in the previous year. The
Consolidated Total Comprehensive Income/ (Loss)
for the year was R(4,054.93) Lakhs vs. R(3,308.95)
Lakhs in the previous year.

3. subsidiary, associates and joint
VENTuRE COMpANIES:

As on 31^st March, 2025, the Company had one (1)
subsidiary and Five (5) step-down subsidiaries.
There are no Associate Companies within the
meaning of Section 2(6) of the Companies Act,
2013 (“Act”). There has been no material change in
the nature of the business of the subsidiaries.

Pursuant to the provisions of Section 129(3) of the
Act, a statement containing salient features of the
financial statements of the Company’s subsidiaries/
step-down subsidiaries in Form AOC-1 is attached
as Annexure 3 to this report.

Pursuant to the provisions of Section 136 of the

Act, the Standalone and Consolidated financial
statements of the Company along with relevant
documents and the financial statements of the
subsidiaries/step-down subsidiaries, are available on
the website of the Company at the link https://www.
zodiaconline.com/others.

4. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the requirements of Accounting
Standards AS-21, a Report on the performance
and financial position of all the company’s
subsidiaries/step-down subsidiaries are included
in the Consolidated Financial Statement and their
contribution to the overall performance of the
Company, is provided in Form AOC - 1 and forms
part of this Annual Report.

5. CREDIT RATING:

The Company shall initiate the process of credit
rating based on the audited consolidated accounts
for the FY 2024-25 and the same is expected to be
completed by September 2025.

6. CAPEX:

During the year the Company has incurred a Capital
expenditure of R302.18 Lakhs, primarily in state
of the art production equipment, new stores and
information systems to sharpen our competitiveness

7. LIQuIDITY:

The Debt Equity ratio as on 31^st March, 2025
was 0.52 on a Standalone basis and 0.46 on a
Consolidated basis.

The Cash and Bank balances/Cash equivalents
along with liquid investments (free reserves on
consolidated basis) were R933.98 in March 2025,
as against R2821.03 last year

8. Share CApITAL:

During the year under review, there has been no
change in the paid-up share capital of the company
of 2,59,93,717 Equity Shares of R10/- each.

9. Dividend:

The Board of Directors of your Company have not
recommended any dividend for the Financial year
2024-25 (previous year - NIL).

10. CORPORATE Governance:

The Company has complied with all the mandatory
requirements regarding Corporate Governance as
required under Regulations 17 to 27 and Schedule
V of the SEBI LODR with the Stock Exchange(s).
The report on Corporate Governance, Management
Discussion and Analysis, as well as the Auditors
Certificate on the compliance of Corporate
Governance forms a part of the Annual Report.
As required under Regulations 17(8) of Listing
Regulations, the Managing Director and CFO
have certified to the Board about compliance by
the Company with the requirement of the said sub

regulation for the financial year ended 31^st March,
2025.

11. CONTRACTS AND ARRANGEMENT WITH
RELATED PARTIES:

In line with the requirements of the Companies Act,
2013 and the amended SEBI LODR, the Company
has a policy on Related Party Transactions which
is also available on Company’s website at the link
https://www.zodiaconline.com/codes-and-policies.

The policy ensures that proper reporting, approval
and disclosure processes are in place for all
transactions between the Company and Related
Parties.

The policy interalia deals with the review and
approval of Material Related Party Transactions
(MRPTs) keeping in view the potential or actual
conflict of interest that may arise because of
entering into these transactions. All Related Party
Transactions are placed before the Audit Committee
for review and prior approval (including omnibus
approvals) and wherever applicable board/members
approvals are obtained. Note no. 43 of the Standalone
financial statements contained disclosures on related
party transactions.

Disclosure on MRPT is given in Form AOC 2
(Annexure 4) as per Section 134(3)(h) read with
Section 188(2) of the Companies Act, 2013.

12. QuALITY:

The focus on productivity gains and consistent quality
continues to be the cornerstone of the Company’s
philosophy. Quality, continuous innovation and
pursuit of high value addition and cost control
continue to drive the Company.

13. BRAND Building:

The Company continues to invest in building the
strength of it’s 3 brands (Zodiac, Z3 and ZOD!),
aspiring to get traction in sales in the present, as
well as in the future.

Upgradation of quality to win customer loyalty
is a continuously ongoing exercise, the objective
being to get the customers delight at the price
value relationship, with truly international quality
and design at prices which are not exorbitant, even
without any discounts

14. CONSERVATION Of ENERGY, RESEARCH
AND Development, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OuTGO:

(A) Conservation of Energy

i) The steps taken or impact on conservation of
energy:

The Company having already achieved excellent
bench marks in conservation of energy, has invested

in steam optimization projects for its process
requirements, which has resulted in a drop in the
consumption and the efficiency going up.

Conservation of energy continues to receive
increased emphasis at all units of the Company.
Energy audits and Inter-unit studies are carried out
on a regular basis for analyzing and taking steps for
reduction of energy consumption. We believe that
conservation is a continuous effort and every day
there is an opportunity to be better than the previous
day this is what helps us to live up to the stringent
standard we set for ourselves.

All machinery and equipment are being continuously
serviced, updated and overhauled to maintain them
in good and energy efficient condition. This results
in consumption of lesser energy.

The company has achieved significant advancements
in energy conservation by transitioning from the
utilization of furnace oil and diesel to employing
gas-fired steam & power generation. This makes the
entire process of steam generation more efficient,
resulting in reduced fuel wastage and a diminished
need for transportation. In contrast to previous
practices involving the transportation of furnace oil
via tankers from distant states, the adoption of gas
delivery through on-site pipelines from the central
grid has proven to be remarkably cost-effective and
environmentally beneficial, effectively lowering
the carbon footprint. Moreover, this shift has
eradicated fuel losses attributed to transportation
and spillage, ultimately amplifying the yield per
unit of expenditure.

Our Higg score speaks for itself 100/100 on the
following evaluation parameters water/waste water
/ 90 on energy.

(B) Pollution Control

The Company’s zero liquid discharge plant for
water treatment has resulted in the Company’s
dependency on outside water to almost nil.

With the increase in the catchment area for rain
water harvesting, the surplus water generated
is used to recharge the existing ground water
sources and for maintaining the beautiful garden
and flowering plants around the factory premises
thereby creating a very pleasant atmosphere. The
Company’s continuous efforts have been recognized
by the Pollution Control Board and the Company is
being referred as a model factory by the Pollution
Control Board.

It is the Company’s continuous thrust in this area
that has resulted in results which far exceed the
industry norm. As a result of aggressively mapping
the input parameters /processes and live balancing
of the effluent treatment, the Company has been
able to achieve a high level of efficiency.

With its energy-efficient design, the ZODIAC
corporate office continues to use around 60 percent
less energy than a typical office of the same size.

(C) Technology, Absorption, Adaptations and
Innovation:

(i) The efforts made towards technology
absorption:

Continuing with its thrust on being energy efficient
-the company has changed over the boilers from
diesel /furnace oil to gas fired -resulting in savings
of fuel. We are also optimizing the dye process
house by bringing in more fully computerised
automatic equipment to do the processing which
will result in a further savings in chemicals and
water -the next step is investment in technology to
monitor steam consumption and efficiency thereby
making that next jump in our conservation efforts.

(ii) The benefits derived like product improvement,
cost reduction, product development or import
substitution

The Company continues to use the latest
technologies for improving the productivity and
quality of its services and products. The Company’s
operations do not require significant import of
technology. In addition to product development
and raw material development continues to be
strengthened, Development activities on fashion
designing are carried out on an on-going basis.
Adopting technologies with state-of-art systems and
machineries like PLM software, automated cutting
machine, automated fabric inspection machines,
etc., the quality of the products and efficiency of
the systems have substantially improved. Applying
these technologies has helped keep costs of
production under control.

(iii) In case of imported technology (imported
during the last three years reckoned from the
beginning of the financial year)- Not Applicable

The Company continues to use the latest technologies
for improving the productivity and quality of its
services and products. The Company’s operations
do not require significant import of technology.

(D) Foreign Exchange Earnings and Outgo:

15. corporate social responsibility:

Corporate Social Responsibility (CSR) is
traditionally driven by a moral obligation
and philanthropic spirit. The Company has a
heritage of being engaged in such activities. The

Company is committed to sustainability and all
business decisions take into account its social and
environmental impact.

As per the provisions of Section 135 of the
Companies Act 2013, the Company has a CSR
Committee, details of which are given in the
Corporate Governance Report forming part of this
report. The details of the Company’s CSR policy
has been posted on the website of the Company at
the link https://www.zodiaconline.com/codes-and-
policies.

The Report on CSR activities as required under
Companies (Corporate Social Responsibility) Rules,
2014 including a brief outline of the Company’s
CSR Policy, total amount to be spent under CSR for
the Financial Year, amount unspent and the reasons
thereof are set out at Annexure 1 forming part of
the report.

16. DIRECTORS & KEY MANAGERIAL
PERSONNEL:

During the year under review, there were following
changes in Directors/ Key Managerial Personnel of
the Company:

• Mr. Dilip J. Thakkar and Amb. Ahmad Javed
were appointed as Independent Directors w.e.f.
24^th July 2024

• Mr. Y. P. Trivedi and Mr. Bernhard Steinruecke

ceased to be Independent Directors of the
Company w.e.f. 11^th August 2024, upon

completion of their second term.

• Mr. S. R. Iyer has been appointed as Non¬
Executive, Non-Independent Director
of the Company w.e.f 12^th August, 2024
upon completion of his second term as an
Independent Director.

• Mr. Vaman M. Apte has been re-appointed as
an Independent Director for a second term of 5
(five) years w.e.f 12^th August, 2024.

In accordance with the provisions of Section 152
of the Companies Act 2013 and the Articles of
Association of the Company, Mr. Mohamed Awais
Jehangir Noorani, Whole-Time Director -Exports
and Mr. Adnan Salman Noorani, Whole-Time
Director- Digital, retire by rotation at the ensuing
Annual General Meeting and being eligible, have
offered themselves for re-appointment.

List of key managerial personnel

evaluation of performance of
THE board, ITS COMMITTEES And
INDIVIDuAL DIRECTORS:

During the year, annual performance evaluation
of the Board and Committees of the Board,
individual Directors including the Chairman of the
Company, was carried out as per the criteria and
process approved by Nomination and Remuneration
Committee, which is in line with the SEBI Guidance
Note on Board Evaluation.

The Chairman and other members of the Board
discussed upon the performance evaluation outcome
and concluded that they were satisfied with the
overall performance of the Board and Committees
of the Board and Directors individually. The Board
also assessed the fulfillment of the independence
criteria as specified in Listing Regulations, by the
Independent Directors of the Company and their
independence from the management.

The performance evaluation of the Non-Independent
Directors including the Chairman of the Company
and performance of the Board as a whole was
discussed at the separate meeting of the Independent
Directors.

DECLARATION By INDEpENDENT
DIRECTORS:

The Company has received declarations from all
the Independent Directors confirming that they meet
the criteria of independence as prescribed under
Section 149(6) of the Act and under Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”).

In the opinion of the Board, the Independent
Directors fulfil the conditions specified under the
Act and Listing Regulations and are independent
of the management. The Board skill/ expertise/
competencies matrix of all the Directors, including
the Independent Directors is provided in the
Corporate Governance Report forming part of this
Annual Report.

familiarisation programme for the

INDEpENDENT DIRECTORS:

The details of programmes for familiarization of
Independent Directors with the Company, their
roles, rights, responsibilities in the Company, nature
of the industry in which the Company operates,
business model of the Company and related matters
are posted on the website of the Company at the link

https://www.zodiaconline.com/codes-and-policies.

17. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met 4
(Four) times during the year under review. The
dates of the Board meeting and the attendance of
the Directors at the said meetings are provided in
detail in the Corporate Governance Report, which
forms a part of this Report.

18. DIRECTORS’ RESPONSIBILITY
STATEMENT:

Your Directors state that:

(i) In the preparation of the annual accounts for
the year ended 31^st March, 2025, the applicable
accounting standards read with requirements
set out under Schedule III to the Act, 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 as at 31^st March,
2025 and of the profit and loss of the Company
for the year ended on that date;

(iii) The Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
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 are operating effectively.

NET WORTH - CONSOLIDATED

19. MATERIAL CHANGES AFFECTING THE
FINANCIAL POSITION OF THE COMPANY:

There are no material changes or commitments
affecting the financial position of the Company
which have occurred between the end of the
financial year and the date of this Report.

20. POLICY ON DIRECTORS’ APPOINTMENT
AND REMUNERATION AND OTHER DETAILS:

The Company’s policy on Board Diversity provides
for an appropriate mix of diversity, skills, experience
and expertise required on the Board and assesses the
extent to which the required skills are represented
on the Board including the criteria for determining
qualifications, positive attributes and independence
of a Director.

The Company has a Remuneration Policy to
evaluate the performance of the members of the
Board, to ensure remuneration to Directors, KMP
and Senior Management involving a balance
between fixed and incentive pay reflecting short and
long-term performance objectives appropriate to the
working of the Company and its goals and to retain,
motivate and promote talent and to ensure long term
sustainability of talented managerial persons and
create competitive advantage. The policy ensures
that the level and composition of remuneration
is reasonable and sufficient to attract, retain and
motivate Directors, KMP and Senior Management to
run the Company successfully and the relationship
of remuneration to performance is clear and meets
appropriate performance benchmarks.

The Independent Directors have complied with
the requirements of the Companies Act, 2013
and Regulation 16 (b) of SEBI LODR on their
independence. The Company has obtained
certification of independence from the Independent
Directors in accordance with Section 149(6) of the
Companies Act, 2013.

The remuneration details of the Executive and Non¬
Executive Directors is disclosed in the Corporate
Governance report which forms part of the Directors
Report. The above policy has been posted on the
website of the Company at the link https://www.
zodiaconline.com/codes-and-policies.

21. PARTICULARS OF LOANS, GUARANTEES
AND INVESTMENTS:

The particulars of loans and investments have been
disclosed in the financial statements. The Company
has not given any guarantees.

22. HUMAN RESOURCE MANAGEMENT:

The Company recognizes the need for continuous
growth and development of its employees to meet the
challenges posed by the industry, besides fulfilling
their own career path objectives. Consequently, the

role of Human Resources continues to remain vital
and strategic to the Company. Employee recruitment,
training and development are a key focus area, with
policies, processes and extensive use of technology
to attract, retain and build on skills of high caliber
employees. Industrial relations have continued to be
harmonious throughout the year.

23. COMPLIANCE WITH THE CODE OF
CONDUCT:

The Code of Conduct adopted by the Company
for its Board of Directors and Senior Management
Personnel has been uploaded on the Company’s
website at the link https://www.zodiaconline.com/
codes-and-policies.

The Declaration of the Compliance with the Code of
Conduct has been received from all Board members
and Senior Managerial Personnel. A certificate to
this effect from Mr. S. Y. Noorani, Vice Chairman
& Managing Director forms part of this report.

24. PUBLIC DEPOSITS:

During the Financial Year 2024-25, the Company
did not invite or accept any deposits from the public
under the provisions of Section 73 of the Companies
Act, 2013.

25. COMpANY’S Website:

The Financial Statements, Annual Report, including
Corporate Governance Report, Shareholding
Pattern, etc., are displayed inter-se with the other
information on the Company’s website, viz. www.
zodiaconline.com.

26. DONATIONS:

During the financial year, the Company has
contributed R 91,52,000/- (Rupees Ninety-One
Lakhs and Fifty-Two Thousand only) to various
deserving causes.

27. INSURANCE:

All the properties/assets, including buildings, furniture/
fixtures, etc. and insurable interests of the Company
are adequately insured. The international debtors who
avail of credit are also insured, despite their flawless
record, as a measure of abundant caution.

28. AUDITORS:

Pursuant to the provisions of Section 139 of the
Companies Act and the Rules framed thereunder,
M/s MSKA & Associates, Chartered Accountants
(ICAI Firm Registration No. 105047W) have been
appointed as statutory Auditors of the Company
for a term of five (5) years to hold office from the
conclusion of the 38^th AGM till the conclusion of
the 43^rd AGM.

The Auditor’s Report to the members for the

financial year ended 31^st March, 2025 year does
not contain any qualification, reservation, adverse
remark or disclaimer.

29. MAINTENANCE OF COST RECORDS BY THE
COMPANY AS SPECIFIED BY THE CENTRAL
GOVERNMENT:

Pursuant to the rules made by the Central Government
of India, the Company is required to maintain cost
records as specified under Section 148(1) of the
Act in respect of its products and accordingly, such
accounts and records are made and maintained by the
Company.

However, in terms of the Companies (Cost Records
and Audit) Amendment Rules, 2014, the Company
is not covered under the purview of Cost Audit from
the F. Y. 2014-15 onwards.

30. SECRETARIAL AUDIT:

As per Section 204 of the Companies Act, 2013 and
Rules made thereunder, the Company has appointed
M/s. Robert Pavrey & Associates LLP, Company
Secretaries, a peer reviewed firm bearing Firm
Registration No. L2024MH016100 to undertake the
Secretarial Audit of the Company. The Secretarial
Audit report is included as Annexure 2 and forms
an integral part of this report.

The Secretarial Audit Report to the members for the
year under review does not contain any qualification,
reservation, adverse remark or disclaimer.

31. AUDIT COMMITTEE:

The details pertaining to the composition of Audit
Committee are included in the Corporate Governance
Report, which forms a part of this report.

32. DETAILS OF SHAREHOLDERS’ FUNDS
EMPLOYED FOR THE YEAR 2024-25
CONSOLIDATED:

33. RISK MANAGEMENT:

In line with the regulatory requirements, the
Company has a Risk Management Policy to identify
and assess the key risk areas, monitor and report
the compliance and effectiveness of the same. The

Risk Management Committee is responsible for
reviewing the risk management plan and ensuring
its effectiveness. The Audit Committee has
additional oversight in the area of financial risks and
controls. Major risks identified by the businesses
and functions are systematically addressed through
mitigating actions on a continuing basis

34. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY:

The Company has an effective internal control
and risk-mitigation system, which are constantly
assessed and strengthened with new/ revised
standard operating procedures. the Company’s
internal control system is commensurate with its
size, scale and complexities of its operations. The
internal and operational audit is entrusted to M/s. M
J Mange & Associates. The main thrust of internal
audit is to test and review controls, appraisal of
risks and business processes, besides bench marking
controls with best practices in the industry.

The Audit Committee actively reviews the adequacy
and effectiveness of the internal control systems and
suggests improvements to strengthen the same. The
Company has a robust management information
system, which is an integral part of the control
mechanism.

The Audit Committee members, Statutory Auditors
and the Business Heads are periodically apprised
of the Internal Audit findings and corrective action
taken. Audit plays a key role in providing assurance
to the Board of Directors. Significant audit
observations and corrective actions taken by the
management are presented to the Audit Committee.
To maintain its objectivity and independence, the
Internal Audit function reports to the Chairman of
the Audit Committee.

35. POLICY ON PREVENTION OF SEXUAL
HARASSMENT :

The Company has in place an Prevention of Sexual
Harassment policy in line with the requirements
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
& the Rules made thereunder. Internal Complaints
Committee (ICC) has been set up to redress
Complaints received regarding sexual harassment.
All employees, permanent, contractual, temporary
and trainees are covered under the policy.

Disclosures in relation to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

36. ANNuAL RETuRN:

Pursuant to Section 92(3) read with section 134(3)
(a) of the Companies Act, 2013, copies of the Annual
Returns of the Company prepared in accordance
with Section 92(1) of the Act read with Rule 11 of
the Companies (Management and Administration)
Rules, 2014 are placed on the website of the
Company and is accessible at the web-link: https://
www.zodiaconline.com/annual-reports.

37. SECRETARiAL Standards:

The Company has complied with the Secretarial
Standards issued by the Institute of Company
Secretaries of India on Board and General Meeting.

38. vigil mechanism/ whistle blower
pOLICY:

The details pertaining to the establishment of Vigil
Mechanism/ Whistle Blower Policy is included in
the Corporate Governance Report, which forms part
of this report.

39. INVESTOR EDuCATION AND pROTECTION
FuND:

As per the provisions of Sections 124 and 125
of the Companies Act, 2013, read with the IEPF
Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 (‘the Rules’) all unpaid or unclaimed
dividends and the respective shares thereof for the
Financial Year upto 2016-17 have been transferred
to the IEPF established by the Central Government
within the stipulated time.

40. FRAuD REpORTING:

There was no fraud reported by the Auditors of the
Company under Section 143 (12) of the Companies
Act, 2013, to the Audit Committee or the Board of
Directors during the year under review.

41. 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 2024-25:

Note:

* The Chairman is not paid any remuneration nor sitting
fees for attending Board and Committee Meetings.

The Non-Executive Directors of the Company are
paid only Sitting Fees for attending the Board and
Committee Meetings of the Company, details of
which are given in the Corporate Governance Report
and are not entitled to any other remuneration.

Note: The ratio to median remuneration is nil for Mr.
S. Y. Noorani, as he has voluntarily agreed to not
receive any remuneration.

b. The percentage increase in remuneration of each
Director, Chief Financial Officer, Company Secretary
in the Financial Year 2024-25:

d. the number of permanent employees on the rolls of
Company: 1008 (as on 31^st March, 2025)

e. the 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: there has
been no increase in the salaries of the managerial
personnel during the FY 2024-25.

f. the key parameters for any variable component of
remuneration availed by the Directors: During the
Financial Year 2024-25 no performance linked bonus
or any other variable component of remuneration
has been paid to the Executive Director(s) of the
Company.

g. Affirmation that the remuneration is as per
the remuneration policy of the Company:
The Company affirms that the remuneration is as per
the remuneration policy of the Company

h. Information of top 10 employees as required under
Section 197(12) of the Act read with Rule 5(2) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, for the year
ended 31^st March, 2025 is given below:

Note:

*The Chairman & Vice Chairman were not paid any
remuneration nor sitting fees during FY 2024-25 for
attending Board and Committee Meetings. the Non¬
Executive Directors of the Company were paid only
Sitting Fees for attending the Board and Committee
Meetings of the Company, details of which are given
in the Corporate Governance Report and are not
entitled to any other remuneration.

the percentage increase in the median remuneration
of employees in the financial year: 5.08% (as the
median employee is a piece rated worker)

• it does not engage in commodity hedging activities;

• it has not made application or no proceeding is
pending under the Insolvency and Bankruptcy
Code, 2016 and

• it has not made any one-time settlement for the
loans taken from the Banks or Financial Institutions.

43. ACKNOWLEDGEMENT:

The Directors are grateful for the co-operation,
support and assistance received from the customers,
shareholders, the Government, other statutory
bodies, Banks, Solicitors, Distributors, Suppliers
and other business associates during this year under
review.

The Directors also express their sincere appreciation
to the employees at all levels for having risen to
meet the several challenges encountered and look
forward to their valuable support and commitment
in the times ahead.

For and on behalf of the Board of directors

Place: Mumbai S. Y. NOORANI

Date : 28^th May, 2025 ^{Vice Chairman} &

Managing Director

DIN: 00068423

AWAIS J. NOORANI

Executive Director- Exports
DIN: 00951424