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Diana Tea Company Ltd			Industry : Tea


BSE Code:	530959	NSE Symbol:	Not Listed	P/E(TTM):	0

ISIN Demat:	INE012E01035	Div & Yield %:	0	EPS(TTM):	0

Book Value(Rs):	42.9523714	Market Cap ( Cr.):	44.78	Face Value(Rs):	5

Change Company

Dear Members,

The Directors are pleased to present the Hundred and Fourteenth (114^th) Annual Report of the Company together with Standalone Audited Financial Statements of the Company for the financial year ended on March 31, 2025.

1. FINANCIAL RESULTS

The summarized financial position of the Company are given in the table below.

( in Lakhs)

	Standalone
Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	7,082.45	7305.15
Profit before taxation	(483.60)	54.92
Tax Expense	(25.16)	30.96
Profit for the year	(458.44)	23.96
Other Comprehensive Income (Net of Tax)	(1.19)	99.34
Total Comprehensive Income	(459.63)	123.30
Other Equity at year end	5689.44	6131.09

Note: The above figures are extracted from the Standalone Financial Statements prepared under IND AS (Indian Accounting Standards) for the Financial Year ended on 31^st March, 2025 and 31^st March, 2024

2. REVIEW OF PERFORMANCE

The year under review has been the worst year for entire north India on crop front wherein there was major pest attack followed by fungal activity which had dented the crop majorly. In absence of certain effective chemicals which were not included in PPC, were banned to be used, it became further difficult to control pest thus resulting in major crop loss. Indian tea industry lost more than 100 million kgs on account of pest and fungal activity and early closure of operation on 30^th November. Our company also faced the same consequence by virtue of which we produced this 27,99,612 kgs against last year 31,13,239 kgs. We made 1,87,241 kgs of bought leaf against last year 1,28,082 kgs. Furthermore, tea market which was buoyant till mid-September showed a sharp fall due to excessive import of Tea from Nepal & Kenya, therefore erasing maximum gains on average realization over last year resulting in merely average of 236.41 against 233.50 last year. The outcome of above has resulted in loss of 458.44 Lakh this year against profit of 23.96 Lakh last year.

3. PROSPECTS

Current year has started on a better note on crop front where Indian Tea production is on a higher by 67 million kgs till the month of May. Majority of which is contributed by small growers. In every likelihood the last year crop short fall of more than 100 million kgs is likely to be erased this year. However extreme pest and fungal activity prevalent in North India in absence of adequate MRL compliant chemicals available in the market for tea Industry remains a challenge on crop front in coming months. Excess availability will put pressure on overall market sentiments. Furthermore, continuous unregulated import from Nepal and

low density lipoprotein (LDL).

Kenya part of which is filtering into domestic market could further be detrimental to market sentiments. However, export prospect seems to be promising.

Demand for quality tea & prices thereof should be less impacted. Our own crop till June is higher by 2.25 Lakh kgs and realization to date is more or less at par with last year. Increasing cost with stagnant price realization continues to be a challenge for the organized tea industry. Your company is taking utmost precaution and leaving no stones unturned to pass though this turbulent phase faced by the industry.

4. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business and the Company continues to concentrate on their own business.

5. TRANSFER TO RESERVES

The Directors transferred 350 Lakhs out of General Reserves to retained earnings to meet up the deficit.

6. DIVIDEND

Due to making loss during the financial year, the Board of Directors have not recommended any dividend for the Financial Year 2024-25.

7. DETAILS OF BOARD MEETINGS

During the Financial Year, four (4) Board meetings were held, details of which are given below:

Date of the meeting	No. of Directors attended the
	meeting
27.05.2024	4
29.07.2024	4
11.11.2024	6
05.02.2025	5

8. SHARE CAPITAL

During the financial year ended 31st March, 2025 there has been no change in the issued and subscribed capital of the Company. The Issued, Subscribed & paid-up Share capital as on 31st March, 2025 is 749.55

Lakh comprising of 1,49,91,000 equity shares of 5/- each.

9. EXTRACT OF ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format can be accessed at https://www.dianatea.in/finance.shtml .

10. DISCLOSURE RELATING TO MATERIAL VARIATIONS

As per Regulation 32(1) of SEBI (Listing Obligations and

Disclosure Requirements) Regulation, 2015, there are no such material variances in the Company.

11. COMMITTEES OF BOARD

The details of composition of the Committees of the Board of Directors as on 31^st March, 2025 are as under:-a. Audit Committee

Sl. No.	Name	Chairman/ Members
1.	Mr. H.M. Parekh	Chairman
2.	Mr. Sandeep Singhania	Member
3.	Mr. Gautam Bhalla	Member
4.	Mr. Kiran Nanoo Desai	Member

The Audit Committee has been reconstituted with effect from 25.06.2025 after the cessation of Mr. Harish Chandra Parekh Maneklal and Mr. Gautam Bhalla pursuant to their tenure completion as Independent Director. Mr. Navin Nayar have been inducted as Chairman and Mr. Ravindra Suchanti have been inducted as Member of the Committee.

The Terms of Reference of the Audit Committee has been provided in the Corporate Governance Section forming part of this Report. During the financial year, the Committee had met 4 times as on 27^th May, 2024, 29^th July, 2024, 11^th November, 2024 and 5^th February, 2025.

Recommendation by audit committee:

There was no such recommendation of audit committee which has not been accepted by the Board during the said financial year.

Vigil Mechanism/ Whistle Blower Policy

The Company has formulated the codified Vigil Mechanism/Whistle Blower Policy incorporating the provisions relating the Vigil Mechanism in terms of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation & Disclosure Requirements) Regulations , 2015 and SEBI (Prohibition of Insider Trading) (Amendment)

Regulations, 2018 , in order to encourage Directors and

Employees of the Company to escalate to the level of the Audit Committee any issues of concern impacting and compromising with the interest of the Company and the Stakeholders in any way and to prevent leak of Unpublished Price Sensitive Information The Company has also made provisions for adequate safeguards against victimization of its employees and Directors who express their concerns. The Chairman of Audit Committee can be accessed directly by any employee for reporting issues which need to be brought to the notice of the Board. The Vigil Mechanism / Whistle Blower Policy of the Company has been uploaded on the website of the Company at https://www dianatea.in/202503204_whistle_blower.pdf . b. Nomination & Remuneration Committee

Sl. No.	Name	Chairman/ Members
1.	Mr. H.M Parekh	Chairman
2.	Mr. Gautam Bhalla	Member
3.	Mr. Kiran Nanoo Desai	Member

The Nomination and Remuneration committee has been reconstituted with effect from 25.06.2025 after the cessation of Mr. Harish Chandra Parekh Maneklal and Mr. Gautam Bhalla pursuant to their tenure completion as Independent Director. Mr. Kiran Nanoo Desai have been inducted as Chairman and Mr. Ravindra Suchanti and Mr. Navin Nayar have been inducted as Member of the Committee.

The Terms of Reference of the Committee has been provided in the Corporate Governance Section forming part of this Report. During the financial year, the Committee had met 2 times on 27^th May, 2024 and 11^th November, 2024. c. Stakeholders Relationship Committee

Sl. No.	Name	Chairman/ Members
1.	Mr. Gautam Bhalla	Chairman
2.	Mr. Sandeep Singhania	Member
3.	Mrs. Sarita Singhania	Member
4.	Mr. Kiran Nanoo Desai	Member
5.	Mr. Devang Singhania*	Member

*Appointed as Member in Stakeholders Relationship

Committee w.e.f 11^th November, 2024.

The Stakeholders Relationship Committee has been reconstituted with effect from 25.06.2025 after the cessation of Mr. Gautam Bhalla pursuant to his tenure completion as Independent Director. Mr. Ravindra Suchanti have been inducted as Chairman and Navin Nayar have been inducted as Member of the Committee.

The Terms of Reference of the Committee has been provided in the Corporate Governance Section forming part of this Report. During the financial year, the Committee had met 4 times on 27^th May, 2024, 29^th July, 2024, 11^th November, 2024 and 5^th February, 2025.

12. MANAGEMENT DISCUSSION AND ANALYSIS

As per SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, Management

Discussion and Analysis Report is attached as Annexure "A" forming part of this report.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Schedule VII and Companies (Corporate Social Responsibility Policy) Rules, 2014, every company meeting the specified financial thresholds is required to constitute a

Corporate Social Responsibility (CSR) Committee and undertake CSR activities. However, during the financial year under review, the Company did not meet the criteria prescribed under Section 135(1) of the Act in respect of net worth, turnover, or net profit. Accordingly, the provisions relating to Corporate Social Responsibility are not applicable to the Company for the financial year 2024-25.

The Corporate Social Responsibility Policy of the Company as adopted by the Board of Directors is available on Company's websites https://www. dianatea.in/20220802_CSR-Policy-DTCL-2021.pdf

During the year ended 31st March, 2025, your

Company is not required to spent on CSR activities as defined under schedule VII of the Companies Act 2013.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Act, the Board of Directors of the Company hereby confirm that: i) in the preparation of the annual accounts, for the financial year ended 31st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures except gratuity liability being accounted for, as and when paid/payable; ii) we have selected such accounting policies and applied 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 March 31, 2025 and of the

Tea is good, cold or hot.

profit of the Company for the year ended on March 31, 2025; iii) we 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) we have prepared the annual accounts for the financial year ended on March 31, 2025 on a going concern basis; v) we have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and vi) we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. CORPORATE GOVERNANCE

The Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improving investor's protection and maximizing long term shareholders value. The certificate of the Auditors confirming compliance of conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V(E) of the Securities and Exchange

Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 of the Stock Exchange is annexed as Annexure "B".

16. RELATED PARTY TRANSACTIONS

The related party transactions entered during the year were in ordinary course of business and also on arm's length basis in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing

Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict of the interest with the Company at large. All related party transactions are presented to the Audit Committee and the

Board, if required, for approval. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. The Revised Policy on Related Party Transactions as approved by the Board is uploaded on the Company's web link: https://www.

dianatea.in/202503204_Policy_on_Related_Party_ Transactions.pdf.

17. DETAILS OF CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub-section (3)(m) of the Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are given at Annexure "C" to the Directors' Report.

18. PARTICULARS OF EMPLOYEES

The ratio of the remuneration of each Director to the median employee's remuneration and other particulars or details of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are attached to this Report as Annexure "D". The details of employees prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report.

There were no directors who is in receipt of any commission from the company as well as from its holding company as per section 197 (14) of the Companies Act, 2013.

19. ANNUAL EVALUATION OF BOARD'S PERFORMANCE

During the financial year, the Board evaluated its own performance as well as that of its committees and individual Directors. The exercise was carried out covering various aspects of the Boards functioning such as composition of the Board & committees, qualification, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of Non-Independent Directors. The performance of Independent Directors has been evaluated based on the guidelines as provided under Schedule IV of the Act. The evaluation of the Independent Directors was carried out by the entire Board except by the Director being evaluated. The directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

20. AUDITORS

Statutory Audit

M/s. B. Nath & Co., Chartered Accountants having registration number FRN No. 307057E were appointed as statutory Auditors of the Company in the 112th Annual General Meeting to hold office for a term of 5(Five) years from the conclusion of 112th Annual General Meeting till the conclusion of the 117th Annual General Meeting. Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from

May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute. Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought. The Statutory Auditors hold a valid peer review certificate as prescribed under Regulation

33(1)(d) of SEBI Listing Regulations, 2015.

Further, the report of the Auditors along with notes to Schedules is enclosed to this report. The Company is in the regime of unmodified opinions on financial statements. Further, the Statutory Auditors have not reported any incident of fraud during the year under review to the Audit Committee of your Company.

Secretarial audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and in accordance with the applicable provisions of Regulation 24A of the

SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Board of Directors of the Company has appointed M/s. MR & Associates, a firm of Company Secretaries in Practice (Firm Registration No. P2003WB008000), to conduct the Secretarial Audit of the Company, and for a term of five consecutive financial years commencing from FY 2025–26 to FY 2029-30, subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM).

The Secretarial Audit Report for the financial year ended 31^st March, 2025 is annexed herewith as Annexure "E" to this Report. The remark in the Secretarial Audit Report and clarification thereof for the financial year ended March 31, 2025, is as follows: i. "The company has delayed compliance with Regulation 30 read with Schedule III Part A Para

A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and SEBI

Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated

November 11, 2024, in respect of timely intimation regarding the revision in credit rating. The credit rating report dated December 5, 2024, was submitted to the stock exchange on February 13, 2025, beyond the prescribed timeline." Management Response: "The delay in submission was inadvertent and due to internal oversight. The Company has taken corrective measures to strengthen its internal compliance systems to ensure timely disclosures in the future."

Cost Audit

As per Section 148 of the Companies Act 2013 read with Rule 4 of Companies (Cost Records and Audit)

Rules, 2014, the Company is required to maintain cost records for the financial year 2024-2025 and accordingly such accounts and records are made and maintained. However, the Company is not required to appoint Cost Auditor to conduct the audit of cost records for the financial year 2024-2025.

21. HUMAN RESOURCES

The Company treats its "human resources" as one of its most important assets. The Company has a large work force employed at the tea estates. There were no major disruptions of work at the garden or any other establishment of the Company during the period under review. The correct recruitment practices are in place to attract best talent. Industrial Relations at all the units remained satisfactory.

22. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION

No material changes and commitments have occurred during the financial year 2024-2025 which might affect the financial position of the company.

23. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMENATWORKPLACE(PREVENTION,PROHIBITION

& REDRESSAL) ACT, 2013

The Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality.

There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action. The Company has adopted a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013 and the Rules made thereunder. The Company hereby declares that it has complied with provisions relating to the constitution of Internal Complaints Committee of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follows :

a. Number of complaints of sexual Harassment	NIL
received in the year
b. Number of complaints disposed off during	NIL
the year
c. Number of Cases pending for more than	NIL
ninety days

24. RISK MANAGEMENT

In terms of the requirement of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has developed and implemented the Risk Management

Policy. The Company has taken adequate measures to mitigate various risk encountered. In the opinion of the Board there is no such risk which may threaten the present existence of the Company

25. DECLARATION BY INDEPENDENT DIRECTORS

Necessary declarations have been obtained from all the Independent Directors that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation

16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

26. REMUNERATION POLICY

The remuneration policy of the Company aims to attract, retain and motivate qualified people at the

Board levels. The remuneration policy seeks to employ people who not only fulfill the eligibility criteria but also have the attributes needed to fit into the corporate culture of the company. The remuneration policy is consistent with the ‘pay-for-performance' principle. The Company has formulated Criteria for making payment to Non-Executive Directors which is available in Company's weblink: https://www.dianatea.in/ Criteria%20of%20making%20payment%20to%20 non-executive%20directors_6.pdf

Executive Directors

The Nomination and Remuneration Committee takes into account experience, qualification and prevailing industry practices before giving its recommendation to the Board. On recommendation of the Nomination and Remuneration Committee, the Board decides remuneration to be paid to Executive Directors, subject to approval of shareholders in terms of provisions of the Companies Act, 2013, read with Schedule V thereof. The Committee aims towards rewarding, on the basis of performance and reviews on a periodical basis.

Non-Executive Directors

The Company has formulated Criteria for making payment to Non-Executive Directors which is available in Company's weblink : https://www.dianatea.in/ Criteria%20of%20making%20payment%20to%20 non-executive%20directors_6.pdf. As per the criteria,

Non-Executive Directors are paid sitting fees for attending the meetings of the Board of Directors and Committees.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE.

There were no significant and material orders passed by the regulators or courts or tribunals that would impact the Going concern Status and or will have any bearing on Company's Operations in future. Details of contingent liabilities and commitments (to the extent not provided for) are disclosed in Notes to the financial statements for the financial year ended 31st March, 2025.

28. TRANSFER TO INVESTOR EDUCATION AND

PROTECTION FUND

The Company has, subsequent to year end, transferred a sum of 74,141/- to Investor Education and

Protection Fund, in compliance with the provisions of Section 124, 125 and other applicable provisions of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

The said amount represents dividend for the year 2016-d17 which remain unclaimed for a period of 7 years from its due date of payment. The details of unpaid dividend and shares transferred to the IEPF are available at the following weblink https://www.

dianatea.in/IEPF.shtml

29. INTERNAL FINANCIAL CONTROLS SYSTEMS WITH

REFERENCE TO THE FINANCIAL STATEMENT

The Company has adequate Internal Financial Control

System at all levels of Management and they are reviewed from time to time. The Internal Audit is carried out in house as well as by firm of Chartered Accountants. The Audit Committee of the Board looks into Auditor's review which is deliberated upon and corrective action taken, wherever required.

30. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE

COMPANIES

The Company continues to be the Subsidiary of Diana Capital Limited. Further, the Company has no subsidiary, joint venture and associates for the financial year ended 31^st March, 2025 therefore, the Statement in Form AOC-1 containing the salient features of the financial statement of the Company's subsidiaries pursuant to first proviso to Section 129(3) of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014, forms part of the Annual Report, is not applicable to the company during the financial year.

31. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees or investments made under section 186 of the Companies Act 2013 are covered in the notes to accounts of the Financial Statement for the year ended 31st March, 2025 forming part of this Annual Report.

32. DIRECTORS & KEY MANAGERIAL PERSONNEL Directors

As per provisions of Section 152 of the Companies Act, 2013 read with Companies (Appointment and Qualifications of Directors) Rules, 2014, Mr. Sandeep Singhania (DIN 00343837) is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends him for re-appointment as a director liable to retire by rotation.

Pursuant to regulation 36 of SEBI (LODR) Regulation

2015, a brief resume / details relating to Directors who are proposed to be appointed/re-appointed and the details of the director liable to retire by rotation is furnished in the Notice of the ensuing Annual General Meeting (AGM) of the Company.

During the year, the company had appointed Mr. Devang Singhania (DIN 08662305) as Whole-Time Directors on the Board with effect from 11^th November, 2024 on recommendation of Nomination & Remuneration committee by the Board.

The company has also appointed Mr. Ravindra Suchanti (DIN: 00143116) as Independent Director with effect from 29^th May, 2025 and Mr Navin Nayar (DIN: 00136057) as Independent Director with effect from 25^th June, 2025 subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM).

The Independent Directors have confirmed that they have registered their names in the data bank maintained with The Indian Institute of Corporate Affairs (‘IICA'). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment

& Qualification of Directors) Rules, 2014, the

Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two year from the date of inclusion of their names in the data bank. All the Independent Director of the Company to whom the provisions of proficiency test are applicable, have duly passed the online proficiency test.

The Board of Directors of the Company is of the opinion that the Independent Director appointed during the year under review possess the requisite expertise and experience (including proficiency) and are the persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 and the Rules made thereunder and are independent of the management.

Key Managerial Personnel

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the Rules framed thereunder, the following persons are the Key Managerial Personnel of the Company as on March 31, 2025:

1. Mr. Sandeep Singhania, Managing Director;

2. Mrs. Sarita Singhania, Whole-Time Director and Chief Financial Officer;

3. Mr. Devang Singhania, Whole-Time Director – (appointed w.e.f. 11.11.2024);

4. Ms. Namrata Saraf, Company Secretary cum Compliance officer.

During the year under review, the changes made in the Key Managerial Personnel of the Company were duly complied as per the provision of the Companies Act, 2013.

33. DEPOSITS

The Company has not accepted any deposits within the meaning of sub-section (31) of Section 2 and Section 73 of the Companies Act, 2013 ("the Act") and the Rules framed thereunder. As on March 31, 2025, there were no deposits lying unpaid or unclaimed.

34. BUSINESS RESPONSIBILITY & SUSTAINABILITY

REPORT

Regulation 34(2)(f) of the Securities and Exchange

Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 was not applicable to the Company during the year under review, based on the market capitalization.

35. CREDIT RATING

CRISIL has assigned the Credit rating of "BBB-/Stable" and "A3" respectively to the Company for the working capital and term loan facilities availed by the Company. There has been revision in the credit rating during the year to "BB+/Stable" and "A4+" respectively for the working capital and term loan facilities availed by the Company and the rating has re-affirmed and withdrawn by Crisil Ratings Limited with effect from 05^th December, 2024.

36. PREVENTION OF INSIDER TRADING

The Company has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and Immediate Relatives of Designated Persons In terms of Regulation 8 and 9 of SEBI (Prohibition of

Insider Trading) Regulations, 2015 as amended from time to time (the "Regulations").

All Board of Directors and the designated employees have confirmed compliance with the applicable Code during the financial year.

37. INSOLVENCY AND BANKRUPTCY CODE, 2016

No application or proceeding was made or pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

38. VARIATION IN VALUATION

During the year under review, there was no instance of one-time settlement with any bank or financial institution necessitating disclosure or reporting in respect of difference in valuation done by the Company.

39. COMPLIANCE OF SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards as mandated by the Institute of Company Secretaries of India.

40. MATERNITY BENEFIT

The company affairms that is has been in line with the requirement of the provisions of the Maternity Benefit

Act, 1961.

41. ACKNOWLEDGEMENT

The Directors take this opportunity to thank the Central and State Government Departments, Organizations and Agencies for their continued support and co-operation. The Directors are also thankful to all valuable stakeholders viz., customers, vendors, suppliers, banks, financial institutions, joint venture partners and other business associates for their continued co-operation and excellent support provided to the Company during the year. The Directors acknowledge the unstinted commitment and valuable contribution of all employees of the Company. The Directors also appreciate and value the trust reposed in them by Members of the Company.

Sd/- Sd/-

Registered Office Sandeep Singhania Sarita Singhania

3B, Lal Bazar Street (Managing Director) (Whole-time Director)

Kolkata- 700 001 DIN: 00343837 DIN: 00343786 Date: 23^rdJuly, 2025