Kizi Apparels Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors have pleasure in presenting their THIRD Annual Report of the company along with
audited accounts for the year ended on 31st March, 2025. During the year the company earned a
net profit of ^ 85.86 Lakh. We hope that we will be able to achieve better results in the next
financial year.

1. Financial Performance at Glance

The company has made a Net Profit of ^ 85.86 Lakh for the Financial Year ended on 31st March,
2025.

Particulars	2024 - 25	2023 - 24
	(Amount in Lakhs)	(Amount in Lakhs)
Sales	2,643.31	2,026.51
Profit before exceptional, extraordinary items and Taxation	115.00	95.18
Extraordinary items	-	-
Profit Before Tax	115.00	95.18
Current tax	27.13	19.89
Differed tax	2.01	3.43
Net Profit /Loss (After 1. Tax)	85.86	71.86

2. Operational Performance

During under the review, the total turnover of the Company for the year ended 31st March, 2025 of
3 2,643.31 Lakhs compared to W. 2,026.51 Lakhs achieved during the previous year. The turnover has
increased by 616.8 Lakhs reflecting the growth of 30.44% as compared to previous year. The Profit is
increased by 13.65 Lakhs in the current year.

3. Transfer to General Statutory Reserve

During the financial year 2024-25 the Company has transferred ^ 85.86 Lakhs to Reserves and
Surplus

m

4. Change in Nature of Business

The Company is engaged in the business of trading and manufacturing of Garments business on
wholesale as well as retail basis. There has been no change in the business of the company during
the Financial Year 2024-25.

[13

5. Dividend Recommendation

Your directors do not recommend dividend for the financial year ended on 31st March, 2025.

6. Transfer of Unclaimed Dividend to Investor Education and Protection Fund
(IEPF):

The provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was no dividend
paid in last year.

0

7. Change In The Nature Of Business, If Any:

During the year, there is no change in the nature of business.

8. Material Changes And Commitments:

There are no material changes in the Company during the period for the Financial Year 2024 - 25.

9. Listing With Stock Exchange:

During the period under review, Kizi Apparels Limited was listed on 6th August, 2024 the BSE SME
Platform. The company has met all the BSE''s listing requirements, including regulatory, financial,
and corporate governance standards set by the Securities and Exchange Board of India (SEBI).

10. Significant And Material Orders Passed By The Regulators Or Courts Or
Tribunals Impacting The Going Concern Status And Company’s Operation:

This Clause is not applicable to the Company.

11. Details In Respect To Adequacy Of Internal Controls:

The Company has built adequate internal control systems towards achieving efficiency and
effectiveness in operations, optimum utilization of resources, cost reduction and effective
monitoring thereof as well as compliance with all applicable laws.

The internal control mechanisms comprise a well-defined organization structure, documented
policy guidelines, pre determined authority levels and processes commensurate with size and
capacity of the organization, faster decision making and fixing the level of responsibility.

The senior management members meet frequently and undertake extensive checks and report to
management. The Board reviews the internal reports and periodically reviews the adequacy of
internal controls.

12. Holding Company:

The Company does not have any Holding Company.

t

13. Details Of Holding Subsidiaries, Joint Ventures and Associate Companies:

The company does not have any holding, Subsidiary, Joint Ventures and Associates Company.

ffi

14. Performance And Financial Position of Each of The Subsidiaries, Associates
and Joint Venture Companies:

This Clause is not applicable to the Company.

15. Statement Declaration by
Independent Director

Pursuant to the provisions of Section
149(4) of the Companies Act, 2013, read
with Rule 4 of the Companies
(Appointment and Qualification of
Directors) Rules, 2014, the Company is
required to appoint Independent Director.
Accordingly, a declaration of
independence is taken from the proposed
appointees confirming compliance with
the conditions laid down under Section
149(6) of the Act."

1_I

=

16. Public Deposits:

During the year under review, your
Company has not accepted any deposits
from the public within the meaning of
Section 73 of the Companies Act, 2013,
read with the Companies (Acceptance of
Deposit) Rules, 2014 made there-under
and, as such, no amount of principal or
interest was outstanding on the date of
the Balance Sheet and also on the date of
this Report.

17. Share Capital:

A. Authorized Share Capital

During the year under review, there has been no change in authorized share capital of the
Company.

As on the end of the financial year i.e. 31st March, 2025 the authorized share capital of the
Company ^ 8,00,00,000 Divided into 80,00,000 Lakh Equity Share of 310/- each.

B. Paid-Up Share Capital

At the beginning of the financial year, the Company’s paid-up share capital was 5,16,12,000
comprising 51,61,200 equity shares of ^10/- each.

During the year under review, the Company’s paid-up share capital increased pursuant by way of
Initial Public Offer (IPO) to the public.

Particulars	Amount (3)
Paid-Up Share Capital (Beginning of FY)	5.16.12,000
Equity Shares Issued through IPO	26,58,000
Paid-Up Share Capital (End of FY)	7,81,92,000

C. Issue of Equity Shares with
Differential Rights

During the year, the company has not
issued any equity shares with differential
rights pursuant to Section 43 of the
Companies Act. 2013 read with Rule 4(4) of
the Companies (Share Capital and
Debentures) Rules, 2014, therefore, No
disclosure is required to be given.

D. Issue of Employee Stock Options

No employee stock options were issued
during the year. Therefore, no disclosure is
required under Section 62(l)(b) of the
Companies Act, 2013, read with Rule 129(9)
of the Companies (Share Capital and
Debentures) Rules, 2014.

E. Issue of Sweat Equity Shares

During the year, the company has not
issued any sweat equity shares pursuant to
Section 54 of the Companies Act, 2013 read
with Rule 803) of the Companies (Share
Capital and Debentures) Rules, 2014,
therefore, no disclosure is required to be
given.

F. Purchase of Own Securities by the
Company

During the year, the company has not
purchased its own securities pursuant to
Section 68 of the Companies Act, 2013 read
with Rule 17 of the Companies (Share
Capital and Debentures) Rules, 2014,
therefore, no disclosure is required to be
given.

18. Auditors:

a

Statutory Auditor

M/S. D C M S & CO. (FRN:112187W) Chartered Accountants, serves as the Statutory Auditor for the
Company, holding office for a five-year term from Financial Year 2023-24 to 2027-28. Remuneration
will be mutually agreed upon by the Board of Directors and Statutory Auditors, in addition to
reimbursement for CST and out-of-pocket expenses related to the audit.

Auditor''s report: All observations in the Auditors'' Report and financial statement notes are self¬
explanatory. The Statutory Auditors have provided an unmodified opinion with no qualifications or
reservations in their Independent Auditors'' Report for the financial year 2024-25, confirming
compliance with Indian Accounting Standards (Ind AS).

The financial statements of the Company have been prepared in accordance with Indian
Accounting Standards (Ind AS) notified under section 133 of the Act. The Company has received an
unmodified opinion in the Auditors'' Report for the financial year 2024-25.

Secretarial Auditor

CS 3INANG DINESHKUMAR SHAH. A Practicing Company Secretaries. Proprietor of M/S JINANG
SHAH & ASSOCIATES be and is hereby appointed as Secretarial Auditors of the Company for a
period of 5 consecutive years, from 2025-26 to 2029-2030 (''the Term’), on such terms & conditions,
including remuneration as may be determined by the Board of Directors (hereinafter referred to as
the ''Board'' which expression shall include any Committee thereof or person(s) authorized by the
Board).

19. Website

In compliance with the Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015 the Company has maintained a functional website namely
www.kiziappearles.co.in containing information about the Company.

-f ♦ ''

0^

20. Extract Of Annual Return

As provided under Section 92(3) and Section 134 (3) (a) of the Companies Act, 2013, the extract of
annual return in Form MGT-9 is available on the website of the Company at

www.kiziappearles.co.in.

a?

21. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company has been duly constituted in accordance with the applicable provisions
of the Companies Act, 2013.

There were changes in the composition of Board during the year and from the end of financial year
2025 up to the date of this report.

RESIGNATIONS

Mr. Rahul Sharma (DIN: 10215352) tendered
his resignation from the post of director in
the board meeting held on 01st May, 2024.

APPOINTMENTS

Mr. Ajay Mishra (DIN: 07495905) was
appointed as an additional director in the
board meeting held on 01st May, 2024 and
have been regularized as a Non-Executive
Director in the Annual General Meeting
held on 27th September, 2024.

As on 31st March, 2025 the Board of Directors and Key Managerial Personnel consists of following
members:

Sr. No	Name	Designation	DIN/PAN	Date of Appointment
1	Kiran Nathani	Director	10086860	24.03.2023
2	Abhishek Nathani	Managing Director	10086861	24.03.2023
3	Juhi Sawajani	Independent and Non¬ Executive Director	09811893	24.06.2023
4	Avani Ashwinkumar Shah	Independent and Non¬ Executive Director	09608898	24.06.2023
5	Ajay Mishra	Non-Executive Director	07495905	01.05.2024
6	Monica MahaveerJain	Company Secretary	AWKPJ5118N	01.08.2023
7	Kiran Nathani	CFO	BTZPS1682R	05.07.2023

As on the date of this Report, The Company has:

Directors

2 Independent and Non-Executive Directors

1 Non-Executive and Non-Independent
Director

1 Executive Director
1 Managing Director

KMPs

1 Chief Financial Officer
1 Company Secretary

22. Director Retiring By Rotation

Ms. Kiran Nathani (DIN: 10086860), Director, retires by rotation at the ensuing Annual General
Meeting and being eligible, offer herself for re-appointment pursuant to the provisions of Section
152 of Companies Act, 2013.

23. Board Meetings

The Company has conducted 7 (Seven) Board Meeting during financial year review and the
intervening gap between two consequent Board Meetings were not more than 120 days, as
required under section 173(1) of the Companies Act, 2013.

Sr. No.	Type of Meeting	Date of Meeting
1	Board Meeting	01.05.2024
2	Board Meeting	23.07.2024
3	Board Meeting	21.08.2024
4	Board Meeting	05.09.2024
5	Board Meeting	14.11.2024
6	Board Meeting	13.01.2025
7	Board Meeting	11.02.2025

24. Member''s Meeting

Sr. No.	Type of Meeting	Date of Meeting
1	Annual General Meeting	27.09.2024

25. COMMITTEE MEETINGS

As on 31st March, 2025 the Board had three Committees namely:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder''s Relationship Committee

The Composition of all the Committees is in line with the requirement of the Act.

During the year, all the recommendations made by the Committees were approved by the Board.

COMMITTEE MEETINGS HELD

¦

Audit Committee

The terms of reference of the Audit
Committee are in conformity with the
provisions of Section 177 and other
applicable provisions of the Companies Act,
2013 and the Rules made thereunder.
During the year under review, Three Audit
Committee Meetings were held which were
attended by all the members of Audit
Committee

• 05.09.2024

• 14.11.2024

• 11.02.2025

W

Nomination and Remuneration
Committee

The terms of reference of the Nomination
and Remuneration Committee are in
conformity with the provisions of Section
178 of the Companies Act. 2013 and Rules
made thereunder. During the year under
review, two meetings of Nomination and
Remuneration Committee were held.
Which were attended by all the members of
Nomination and Remuneration Committee.

• 05.09.2024

• 11.02.2025

m

Stakeholder''s Relationship Committee

The terms of reference of the Stakeholder’s Relationship Committee are in conformity with the
provisions of the Companies Act, 2013 and Rules made thereunder. During the year under
review, one meeting of Stakeholder’s Relationship Committee were held on 05th September,
2024 which were attended by all the members of Stakeholder’s Relationship Committee.

26. Particulars Of Loans, Guarantees Or Investments By The Company

There were no loans, guarantees or investments made by the Company under Section 186 of the
Companies Act, 2013 during the year under review and therefore no disclosure is required to be
made.

27. Particulars Of Contracts Or Arrangements With Related Parties

During the year, the Company has entered into contract or arrangements with the Related Parties
during the year under Section 188 read with section 2 (76) of the Companies Act, 2013.

The Company has entered into transactions with related parties referred to in sub-section (1) of
section 188 of the Companies Act, 2013 and the same is detailed in the Form AOC-2 In Annexure-lll
as forming part of this report.

a,

ri)

28. Managerial Remuneration

A) Details of every employee of the Company as required pursuant to 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 - Not Applicable.

B) Any director who is in receipt of any commission from the Company and who is a Managing
Director or Whole-time Director of the Company shall receive any remuneration or commission
from any Holding Company or Subsidiary Company of such Company subject to its disclosure by
the Company in the Board’s Report. - Not Applicable.

El

29. Explanation or Comments on Qualifications, Reservations or adverse remarks
or disclaimers made by the statutory auditors or Secretarial Auditor in their
Report

These were no qualifications, reservations or adverse remarks made by the Statutory Auditor and
Secretarial Auditor in their report.

30. Corporate Social Responsibility (CSR)

The Company does not meet the criteria for CSR as prescribed under section 135 and schedule VII
of the Act and the rules prescribed there under. Hence, the disclosure of the details about the
policy developed and implemented by The Company on CSR initiatives taken during the financial
year is not applicable.

31. Audit Committee, Nomination And Remuneration Committee And Stakeholder
Relationship Committee

The provisions of Section 177 and 178 (1) of the Companies Act, 2013 read with Rule 6 and 7 of the
Companies (Meetings of the Board and its Power Rules, 2013 are applicable to the Company.

AUDIT COMMITTEE

SR NO.	NAME	DIN	NATURE OF DIRECTORSHIP	POSITION IN COMMITTEE
1	Ms. Juhi Sawajani	09811893	Chairman	Non-Executive and Independent Director
2	Ms. Avani Shah	09608898	Member	Non-Executive and Independent Director
3	Mr. Abhishek Nathani	10086861	Member	Managing Director

STAKEHOLDER''S RELATIONSHIP COMMITTEE

SR NO.	NAME	DIN	NATURE OF DIRECTORSHIP	POSITION IN COMMITTEE
1	Ms. 3uhi Sawajani	09811893	Chairman	Non-Executive and Independent Director
2	Ms. Avani Shah	09608898	Member	Non-Executive and Independent Director
3	Mr. Ajay Mishra	07495905	Member	Non-Executive Director

NOMINATION AND REMUNERATION COMMITTEE

SR NO.	NAME	DIN	NATURE OF DIRECTORSHIP		POSITON IN COMMITTEE
1	Ms. 3uhi Sawajani	09811893	Chairman		Non-Executive and Independent Director
2	Ms. Avani Shah	09608898	Member		Non-Executive and Independent Director
3	Mr. Ajay Mishra	07495905	Member		Non-Executive Director

32. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of subsection (3) of Section 134 of the Companies Act, 2013.
the Board of Directors of the Company informed the members 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;	(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period,
Qi
(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;	(iv) The directors had prepared the annual accounts on a going concern basis; and
	©
(v) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; and	(vi) Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

33. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENT:

The Company has adopted the policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Company''s policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable financial information.

The Company has in place adequate internal financial controls with reference to financial
statements. The Company''s internal control systems, including internal financial controls, are
commensurate with the nature of its business and the size and complexity of its operations and the
same are adequate and operating effectively. These systems are periodically tested and no
reportable material weakness in the design or operation was observed. The Audit Committee
reviews adequacy and effectiveness of the Company’s internal control system including internal
financial controls.

34. Board Evaluation

This year too, the Board of Directors went through an
elaborate process of evaluating its own effectiveness.
Accordingly, formal evaluation of Board''s, it’s Committee
and Directors performance is carried out annually. This
was designed to ensure, amongst other things, that the
Board, its Committees and each Director continue to
contribute effectively.

As per Section 134(3)(p) of the Act, a statement
indicating the manner in which formal annual
evaluation was made by the Board of their performance
and that of its Committees and individual Directors, has
to be furnished to the Members as part of the Board’s
Report.

As per provisions of Section 178(2) of the Act,
Nomination and Remuneration Committee shall specify
the manner for effective evaluation of performance of
Board, its Committees and individual Directors to be
carried out. Further, the Independent Directors, as part
of their mandate under Schedule IV of the Act, need to
make an evaluation of performance of the Board, it’s
Committee and constituents of the Board apart from
their self-evaluation. Under this process, a structured
questionnaire was prepared after taking into
consideration inputs received from the Directors, setting
out parameters of evaluation; the questionnaire for
evaluation is to be filled in, consolidated and discussed
with the Chairman. The evaluation by the Independent
Directors has been undertaken at the time of
appointment. The Board of Directors undertook
evaluation of Independent Directors at their meeting
held on 01st May, 2024 and placed on its record that the
Independent Directors have the requisite qualification,
expertise and track record for performing their duties as
envisaged under the Law, and they add value in the
decision-making process of the Board.

The criteria for evaluation of performance of Directors,
the Board as a whole and the Board’s Committee, as
specified by Nomination and Remuneration Committee
was done.

35. Conservation Of Energy, Technology Absorption And Foreign
Exchange Earnings And Outgo

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act. 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy
and technology absorption have not been furnished considering the nature of activities undertaken
by the Company during the year under review.

Energy Conservation

i. The steps taken or impact on conservation
of energy- The operations of your Company
are not energy intensive. However,
adequate measures have been initiated to
reduce energy consumption.

ii. The steps taken by the company for
utilizing alternate sources of energy -The
operations of your Company are not energy
intensive.

iii. The capital investment on energy
conservation equipment’s- NIL

Technology Absorption, Adaptation
& Innovation

i. The efforts made towards technology
absorption -NONE.

ii. The benefits derived like product
improvement, cost reduction, product
development or import substitution - NOT
APPLICABLE.

iii. In case of imported technology
(imported during the last three years
reckoned from the beginning of the
financial year

a) The details of technology imported-
NONE

b) The year of import- NOT APPLICABLE

c) Whether the technology been fully
absorbed NOT APPLICABLE

d) If not fully absorbed, areas where
absorption has not taken place, and the
reasons thereof - NOT APPLICABLE

iv. The expenditure incurred on Research
and Development-NIL

^ \

Foreign Exchange Earnings And Outgo

In accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with
the Rule 5 of the Companies (Accounts) Rules, 2014, the information relating to foreign
exchange earnings and outgo is NIL. Hence there is no Foreign Exchange Outflow and there is
no Foreign Exchange Inflow during the year under review.

Received	Disposed- Off	Pending
0	0	0

40. Details Of Establishment Of Vigil Mechanism For Directors And Employees

The Company has a Whistle Blower Policy''/ ‘Vigil Mechanism’ in place. The objective of the Vigil
Mechanism is to provide the employees, Directors, customers, contractors and other stakeholders
of the Company an impartial and fair avenue to raise concerns and seek their redressal, in line with
the Company''s commitment to the highest possible standards of ethical, moral and legal business
conduct and fair dealings with all its stakeholders and constituents and its commitment to open
communication channels. The Company is also committed to provide requisite safeguards for the
protection of the persons who raise such concerns from reprisals or victimization, for whistle
blowing in good faith. The Board of Directors affirms and confirms that no personnel have been
denied access to the Audit Committee.

The Policy contains the provision for direct access to the Chairman of the Audit Committee in
appropriate or exceptional cases.

41. Compliance With The Secretarial Standards Issued By The Institute Of
Company Secretaries Of India (ICSI)

The Company has complied with all the applicable and effective secretarial standards issued by the
Institute of Company Secretaries of India (SS-1 & SS-2) and notified by the Central Government.

&

42. Details In Respect Of Frauds Reported By Auditors Under Sub Section (12) Of
Section 143 "Other Than Those Which Are Reportable To The Central
Government"

No matters of actual or alleged fraud have been reported by the auditors under sub-section (12) of
Section 143 of the Companies Act, 2013.

tm

43. Statement Regarding Opinion Of The Board With Regard To Integrity, Expertise
And Experience (Including The Proficiency) Of The Independent Directors
Appointed During The Year

Ms. Avani Ashwin Kumar Shah and Ms. Juhi Sawajani were appointed as Independent and Non¬
Executive Director of the company with effect from 24th June, 2023.

The Independent Directors met on 01st May, 2024 inter-alia, to discuss the quality, quantity and
timeliness of flow of information between the Company Management and the Board of Directors
that is necessary for the Board of Directors to effectively and reasonably perform their duties. Both
the Independent Directors were present at the Meeting.

44. Disclosure, as to whether maintenance of Cost Records as specified by the
Central Government Under Sub-Section (1) of Section 148 of the Companies Act,
2013, is required by the Company and accordingly such accounts and records are
made and maintained:

The Provisions Of Section 148(1) Of The Companies Act 2013 Read With The Companies (Cost
Records And Audit) Rules, 2014, The Maintenance Of Cost Records Is Not Mandated For The
Products Manufactured By The Company.

45. 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:

During the year under review, the Company has not filed any application nor as having any pending
proceedings under the Insolvency and Bankruptcy Code, 2016.

nflfi

46. 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 thereof

This Clause is not applicable to the company.

L

0

47. Management Discussion & Analysis

In terms of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Management Discussion and Analysis Report, which
gives a detailed account of state of affairs of the Company’s operations forms part of this
Annual Report above referred report is being placed herewith herewith at Annexure-ll.

48. Other Disclosures & Reporting

The Directors state that disclosure or reporting is required in respect of the following items as
there is an events/instances/transactions occurred on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act;

b) Voting rights which are not directly exercised by the employees in respect of shares for the
subscription/purchase of which loan was given by the Company (as there is no scheme
pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)

(c) of the Act);

c) Significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company’s operations in future; and

d) Details in respect of frauds reported by the Auditors under section 14302) other than those
which are reportable to the Central Government, as there were no such frauds reported by the
Auditors

*

We thank our customers, vendors, investors, service providers and bankers for their support
during the year, without the respective contributions of which, the Company would not have
been able to reach the current position. We are humble in acknowledging the participation
and involvement of each one of them, and due to the existence of several such parties, your
directors do not intend making any special mention of any one or few of them, but however,
expect the continued co-operation and involvement with company''s activities in the future as
well. We place on record our appreciation of the contribution made by our employees at all
levels. Our consistent growth was made possible by their hard work, leadership, co-operation
and support.

Your directors wish to thank the Government Authorities and the various Government
Agencies for their support and valuable guidance provided to the Company and look forward
to their continued support in the future.

For and On Behalf of the Board of Directors of
KIZI APPARELS LIMITED

ABHISHEK NATHANI KIRAN NATHANI

MANAGINC DIRECTOR DIRECTOR & CFO

DIN; 10086861 DIN: 10086860

Place: Jaipur
Date: 18.08.2025

36. Maternity benefit Affirmations

The Company affirms its full compliance with
the provisions of the Maternity Benefit Act, 1961,
demonstrating its commitment to promoting a
supportive and inclusive workplace for women
employees. We recognize the importance of
ensuring the health, well-being, and financial
security of women during and after pregnancy,
and have taken all necessary steps to uphold
the rights granted under the Act.

All eligible women employees have been
extended the mandated paid maternity leave in
accordance with the statutory period
prescribed, ensuring that they receive their full
salary and benefits without interruption during
their leave. In addition to salary continuity, their
employment status and service tenure
remained unaffected, preserving their
entitlements to promotions, appraisals, and
other employment-related benefits.

Si—tr

38. Disclosure Under the Sexual
Harassment of Women Workplace
(Prevention, Prohibition and Redressal)
Act, 2013

There are no employees in the Company thus it
is not required to constitute Internal Complaints
Committee (ICC) pursuant to the legislation
''Prevention, Prohibition and Redressal of Sexual
Harassment of Women at Workplace Act 2013''
as the same is not applicable on the Company.

The following is a summary of complaints
received and resolved during the reporting
period:

37. Particulars Of Employees

During the year under review, no employee was
in receipt of remuneration exceeding the limits
as prescribed under provisions of Section 197 of
the Companies Act, 2013 and Rule 5(2) and 5(3)
of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.The
information pursuant to Section 197 of the
Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 relating to
median employee''s remuneration is made
available at the corporate office of the Company
during working hours for a period of twenty-one
(21) days before the date of the meeting.

&

39. Risk Management

Risk Management is the process of
identification, assessment and promotion of
asks followed by coordinated efforts to
minimize, monitor and mitigate/control the
probability and/or impact of unfortunate events
or to maximize the realization of opportunities.
The Company ensures risks are identified by the
Company and its mitigation process/measures
are formulated in the areas from time to time,
as may be required.

---

Mar 31, 2024

Your directors have pleasure in presenting their SECOND Annual Report of the company along with audited accounts for the year ended on 31^st March 2024. During the year the company earned a net profit of Rs 72.21 Lakh. We hope that we will be able to achieve better results in the next financial year.

1. FINANCIAL PERFORMANCE AT A GLANCE

The company has made a Net Profit of Rs. 72.21 Lakh for the Financial Year ended March 31, 2024.

Sr. No.	Particulars	2023 - 24 (Amount in Lakh.)	2022 - 23 (Amount in Lakh.)
01	Sales	2,026.51	1,548.05
02	Profit before exceptional, extraordinary items and Taxation	95.18	75.58
03	Extraordinary items	-	-
04	Profit Before Tax	95.18	75.58
05	Current tax	19.89	19.80
06	Differed tax	3.08	0.81
07	Net Profit /Loss (After I. Tax)	72.21	54.97

2. OPERATIONAL PERFORMANCE

During under the review, the total turnover of the Company for the year ended March 31, 2024 of Rs. 2,026.51 (Amt. in Lakhs) compared to Rs. 1,548.05 (Amt. in Lakhs) achieved during the previous year. The turnover has increased by 478.46 Lakhs reflecting the growth of 30.9% as compared to previous year. Profit is increased by 17.24 Lakhs.

3. TRANSFER TO GENERAL STATUTORY RESERVE

During the financial year 2023-24 the Company has transferred Rs. 72.21 Lakhs to Reserves and Surplus.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

The Company is engaged in the business of trading and manufacturing of Garments business on wholesale as well as retail basis. There has been no change in the business of the company during the Financial Year 2023-24.

5. DIVIDEND

Your directors do not recommend dividend for the financial year 31^st March, 2024.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTAION AND PROTECTION FUND (IEPF)

The provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was no dividend and paid in last year.

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, there is no change in the nature of business.

8. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes in the Company during the period 2023 - 24.

9. LISTING WITH STOCK EXCHANGE:

During the period under review, Kizi Apparels Limited was listed on the BSE SME Platform of the BSE Limited. It has paid the Annual Listing Fees for the year 2024-25 to BSE Limited.

10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION

This Clause is not applicable to the Company.

11. DETAILS IN RESPECT TO ADEQUACY OF INTERNAL CONTROLS

The Company has built adequate internal control systems towards achieving efficiency and effectiveness in operations, optimum utilization of resources, cost reduction and effective monitoring thereof as well as compliance with all applicable laws.

The internal control mechanisms comprise a well-defined organization structure, documented policy guidelines, pre-determined authority levels and processes commensurate with size and capacity of the organization, faster decision making and fixing the level of responsibility.

The senior management members meet frequently and undertake extensive checks and report to management. The Board reviews the internal reports and periodically reviews the adequacy of internal controls.

12. HOLDING COMPANY

The Company does not have any Holding Company.

13. DETAILS OF HOLDING SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have any holding, Subsidiary, Joint Ventures and Associates Company

14. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND TOINT VENTURE COMPANIES

This Clause is not applicable to the company

15. STATEMENT DECLARATION BY INDEPENDENT DIRECTOR

Pursuant to the provisions of Section 149(4) of the Companies Act, 2013 and Rule 4 of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Company was required to appoint Independent Directors; therefore, declaration is required to be given.

16. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rules, 2014 made thereunder and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet and also on the date of this Report.

17. SHARE CAPITAL

A. AUTHORIZED SHARE CAPITAL

During the year under review, there has been increase in authorized share capital of the Company.

During the year under review, the Authorized share capital of the company was increased by Rs. 8,00,00,000 divided in to 80,00,000 Equity Shares of Rs. 10/- each.

As on the end of the financial year i.e. March 31, 2024, the authorized share capital of the Company was Rs. 80,00,000 Equity Share of Rs. 10/- each.

B. ALLOTMENTS MADE DURING THE YEAR

As on the end of the financial year i.e. March 31, 2024, the paid-up share capital of the Company was Rs. 51,61,200 equity Share of Rs. 10/- each. During the year under review, The Company has taken over the business of M/s. Aaika Cration Proprietorship Firm belonging to the proprietor Mr. Abhishek Nathani on 1^st June, 2023. For this purpose, the company has issued 51,51,200 Equity Share of Rs. 10/- each to Mr. Abhishek Nathani.

C. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

During the year, the company has not issued any equity shares with differential rights pursuant to Section 43 of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

D. ISSUE OF EMPLOYEE STOCK OPTIONS

During the year, the company has not issued any stock options to its employees pursuant to Section 62(1)(b) read with Rule 129(9) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

E. ISSUE OF SWEAT EQUITY SHARES

During the year, the company has not issued any sweat equity shares pursuant to Section 54 of the Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

F. PURCHASE OF ITS OWN SECURITIES BY THE COMPANY

During the year, the company has not purchased its own securities pursuant to Section 68 of the Companies Act, 2013 read with Rule 17 of the

Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

18. AUDITORSSTATUTORY AUDITORS

M/S. D G M S & CO. (FRN:112187W) Chartered Accountants, as an Statutory Auditor of the Company to hold office for a one term of Five Consecutive Years beginning from the conclusion of the First Annual General Meeting of the Company till the conclusion of Annual General Meeting of the Company to be held in 2027 - 28, at such remuneration as may be agreed upon between the Board of Directors and Statutory Auditors, in addition to the reimbursement of service tax and actual out of pocket expenses incurred in relation with the audit of accounts of the Company.

AUDITORS’ REPORT

All observations made in the Auditors'' Report and notes forming part of the Financial Statements are self-explanatory and do not call for any further comments. The Statutory Auditors have not made any qualifications or reservations in their Independent Auditors'' Report.

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under section 133 of the Act. The Company has received an unmodified opinion in the Auditors'' Report for the financial year 2023-24.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, Secretarial Audit is not applicable to the Company for the Financial Year 2023-24.

19. WEBSITE

In compliance with the Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely www.kiziapparels.co.in containing information about the Company.

20. EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) and Section 134 (3) (a) of the Companies Act, 2013, the extract of annual return in Form MGT-9 is available on the website of the Company at www.kiziapparels.co.in

21. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company has been duly constituted in accordance with the applicable provisions of the Companies Act, 2013.

There were changes in the composition of Board during the year and from the end of financial year 2024 up to the date of this report.

As on 31^st March, 2024, The Board of Directors and Key Managerial Personnel consists of following members: -

Sr. No	Name	Designation	DIN/PAN	Date of Appointment
1.	Kiran Nathani	Director	10086860	24.03.2023
2.	Abhishek Nathani	Managing Director	10086861	24.03.2023
3.	Juhi Sawajani	Independent and NonExecutive Director	09811893	24.06.2023

4.	Avani Ashwinkumar Shah	Independent and NonExecutive Director	09608898	24.06.2023
5.	Ajay Mishra	Non-Executive Director	07495905	01.05.2024
6.	Monica Mahaveer Jain	Company Secretary	AWKPJ5118N	01.08.2023
7.	Kiran Nathani	CFO	BTZPS1682R	05.07.2023

As on the date of this Report, The Company has 5 (Five) Directors and KMPs consisting of 2 (Two) Independent and Non- Executive Directors, 1 (One) NonExecutive and Non- Independent Director, 1 (One) Executive Director, 1 (One) Managing Director, 1 (One) Chief Financial Officer and 1 (One)Company Secretary.

The details of Directors or Key Managerial Personnel who were appointed during the year are as follows:

a. Ms. Avani Ashwinkumar Shah and Ms. Juhi Sawajani were appointed as an additional director in the board meeting held on 24th June, 2023 and have been regularized as an Independent and Non- Executive Director in the Extra-Ordinary General Meeting held on 29th June, 2023

b. Mr. Rahul Premnath Sharma was appointed as an additional director in the board meeting held on 24 th June, 2023 and has been regularized as a Non-Executive and Non- Independent Director in the Extra-Ordinary General Meeting held on 24 th June, 2023.

c. Ms. Monica Mahaveer Jain Company Secretary & Compliance Officer, was appointed on 01^st August, 2023.

d. Ms. Kiran Nathani was appointed as Chief Financial Officer on 05^th July, 2023.

22. DIRECTOR RETIRING BY ROTATION

Ms. Kiran Nathani (DIN: 10086860), Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offer herself for reappointment pursuant to the provisions of Section 152 of Companies Act, 2013.

23. MEETINGS OF BOARD OF DIRECTORS

The Company has conducted 17 (Seventeen) Board Meeting during financial year review and the intervening gap between two consequent Board Meetings were not more than 120 days, as required under section 173(1) of the Companies Act, 2013.

Sr. No.	Type of Meeting	Date of Meeting
1.	Board Meeting	07.04.2023
2.	Board Meeting	04.05.2023
3.	Board Meeting	22.05.2023
4.	Board Meeting	30.05.2023
5.	Board Meeting	03.06.2023
6.	Board Meeting	24.06.2023
7.	Board Meeting	05.07.2023
8.	Board Meeting	19.07.2023
9.	Board Meeting	20.07.2023
10.	Board Meeting	24.07.2023
11.	Board Meeting	01.08.2023
12.	Board Meeting	10.08.2023

13.	Board Meeting	24.08.2023
14.	Board Meeting	12.09.2023
15.	Board Meeting	15.11.2023
16.	Board Meeting	20.01.2024
17.	Board Meeting	08.03.2024

24. MEMBER''S MEETING
	Sr. No.	Type of Meeting	Date of Meeting
	1.	Extra-Ordinary General Meeting	12.05.2023
	2.	Extra-Ordinary General Meeting	29.05.2023
	3.	Extra-Ordinary General Meeting	31.05.2023
	4.	Extra-Ordinary General Meeting	29.06.2023
	5.	Extra-Ordinary General Meeting	06.07.2023
	6.	Extra-Ordinary General Meeting	21.07.2023
	7.	Extra-Ordinary General Meeting	06.10.2023
	8.	Annual General Meeting	30.09.2023

25. COMMITTEE MEETING

As on March 31, 2024, the Board had three Committees namely, Audit Committee, Nomination and Remuneration Committee and Stakeholder''s Relationship Committee. The Composition of all the Committees is in line with the requirement of the Act. During the year, all the recommendations made by the Committees were approved by the Board.

I. AUDIT COMMITTEE:

The Audit Committee is having following member.

SR NO.	NAME	DIN	POSITON IN COMMITTEE	NATURE OF DIRECTORSHIP
1	Ms. Juhi Sawajani	09811893	Non-Executive and Independent Director	Chairman
2	Ms. Avani Shah	09608898	Non-Executive and Independent Director	Member
3	Mr. Abhishek Nathani	10086861	Managing Director	Member

The terms of reference of the Audit Committee are in conformity with the provisions of Section 177 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder. During the year under review, Two Audit Committee Meetings was held which was attended by all the members of Audit Committee

Sr. No.	Type of Meeting	Date of Meeting
1.	Meeting Of Audit Committee	24.08.2023
2.	Meeting Of Audit Committee	08.03.2024

II. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is having following member.

SR	NAME	DIN	POSITON IN	NATURE OF
NO.			COMMITTEE	DIRECTORSHIP

1	Ms. Juhi Sawajani	09811893	Non-Executive and Independent Director	Chairman
2	Ms. Avani Shah	09608898	Non-Executive and Independent Director	Member
3	Mr. Rahul Sharma	10215352	Non-Executive and NonIndependent Director	Member

The terms of reference of the Nomination and Remuneration Committee are in conformity with the provisions of Section 178 of the Companies Act, 2013 and Rules made thereunder. During the year under review, two meetings of Nomination and Remuneration Committee were held. which were attended by all the members of Nomination and Remuneration Committee.

Sr. No.	Type of Meeting	Date of Meeting
1.	Meeting Of Nomination and Remuneration	24.08.2023
	Committee
2.	Meeting Of Nomination and Remuneration	08.03.2024
	Committee

III. STAKEHOLDER''S RELATIONSHIP COMMITTEE

The Stakeholder''s Relationship Committee is having following member.

SR	NAME	DIN	POSITON IN	NATURE OF
NO.			COMMITTEE	DIRECTORSHIP

1	Ms. Juhi Sawajani	09811893	Non-Executive and Independent Director	Chairman
2	Ms. Avani Shah	09608898	Non-Executive and Independent Director	Member
3	Mr. Abhishek Nathani	10086861	Managing Director	Member

The terms of reference of the Stakeholder⁷ s Relationship Committee are in conformity with the provisions of the Companies Act, 2013 and Rules made thereunder. During the year under review, one meetings of Stakeholder''s Relationship Committee were held which were attended by all the members of Nomination and Remuneration Committee.

Sr. No.	Type of Meeting	Date of Meeting
1.	Meeting Of Stakeholder''s Relationship Committee	24.08.2023

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and therefore no disclosure is required to be made.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year, the Company has entered into any contract or arrangements with the Related Parties during the year under Section 188 read with section 2 (76) of the Companies Act, 2013.

The Company has entered into transactions with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 and the same is detailed in the Form AOC-2 as forming part of this report.

28. MANAGERIAL REMUNERATION:

A) Details of every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 - Not Applicable.

B) Any director who is in receipt of any commission from the Company and who is a Managing Director or Whole-time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board''s Report. - Not Applicable.

29. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS OR SECRETARIAL AUDITOR IN THEIR REPORT

These were no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report. The provisions relating to submission of Secretarial Audit Report is not applicable to the Company.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company does not meet the criteria for CSR as prescribed under section 135 and schedule VII of the Act and the rules prescribed there under. Hence, the disclosure of the details about the policy developed and implemented by The Company on CSR initiatives taken during the financial year is not applicable.

31. AUDIT COMMITTEE AND NOMINATION AND REMUNERATION COMMITTEE

The provisions of Section 177 and 178 (1) of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Power Rules, 2013 are applicable to the Company.

32. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of subsection (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company informed the members that:

(i) In the preparation of the annual accounts for the Financial Year ended March 31, 2024. the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period,

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

(iv) The directors had prepared the annual accounts on a going concern basis; and

(v) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; and

(vi) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively]

33. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has in place adequate internal financial controls with reference to financial statements. The Company''s internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and the same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control system including internal financial controls.

34. BOARD EVALUTION

This year too, the Board of Directors went through an elaborate process of evaluating its own effectiveness. Accordingly, formal evaluation of Board''s, it''s Committee and Directors performance is carried out annually. This was designed to ensure, amongst other things, that the Board, its Committees and each Director continue to contribute effectively.

As per Section 134(3)(p) of the Act, a statement indicating the manner in which formal annual evaluation was made by the Board of their performance and that of its Committees and individual Directors, has to be furnished to the Members as part of the Board''s Report.

As per provisions of Section 178(2) of the Act, Nomination and Remuneration Committee shall specify the manner for effective evaluation of performance of Board, its Committees and individual Directors to be carried out. Further, the Independent Directors, as part of their mandate under Schedule IV of the Act, need to make an evaluation of performance of the Board, it''s Committee and constituents of the Board apart from their self-evaluation. Under this process, a structured questionnaire was prepared after taking into consideration inputs received from the Directors, setting out parameters of evaluation; the questionnaire for evaluation is to be filled in, consolidated and discussed with the Chairman. The evaluation by the Independent Directors has been undertaken at the time of appointment. The Board of Directors undertook evaluation of Independent Directors at their meeting held on August 01st, 2023 and placed on its record that the Independent Directors have the requisite qualification, expertise and track record for performing their duties as envisaged under the Law, and they add value in the decisionmaking process of the Board.

The criteria for evaluation of performance of Directors, the Board as a whole and the Board''s Committee, as specified by Nomination and Remuneration Committee was done.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

> ENERGY CONSERVATION

i. The steps taken or impact on conservation of energy- The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.

ii. The steps taken by the company for utilizing alternate sources of energy -The operations of your Company are not energy intensive.

iii. The capital investment on energy conservation equipment''s- NIL

> TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION

i. The efforts made towards technology absorption -NONE.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution - NOT APPLICABLE.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year

a) The details of technology imported- NONE

b) The year of import- NOT APPLICABLE

c) Whether the technology been fully absorbed- NOT APPLICABLE

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof - NOT APPLICABLE

iv. The expenditure incurred on Research and Development -NIL

> FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with the Rule 5 of the Companies (Accounts) Rules, 2014, the information relating to foreign exchange earnings and outgo is NIL. Hence There is no Foreign Exchange Outflow and there is no Foreign Exchange Inflow during the year under review.

36. PARTICULARS OF EMPLOYEES

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employee''s remuneration is made available at the corporate office of the Company during working hours for a period of twenty-one (21) days before the date of the meeting.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN 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 the Company. The Company has complied with the applicable provisions of the aforesaid Act, including constitution of the Internal Complaints Committee. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Policy is gender neutral. We are pleased to inform you that no complaints pertaining to sexual harassment were received during the Financial Year 2023-24.

38. RISK MANAGEMENT

Risk Management is the process of identification, assessment and promotion of asks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company ensures risks are identified by the Company and its mitigation process/measures are formulated in the areas from time to time, as may be required.

39. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has a ''Whistle Blower Policy''/ ''Vigil Mechanism'' in place. The objective of the Vigil Mechanism is to provide the employees, Directors, customers, contractors and other stakeholders of the Company an impartial and fair avenue to raise concerns and seek their redressal, in line with the Company''s commitment to the highest possible standards of ethical, moral and

legal business conduct and fair dealings with all its stakeholders and constituents and its commitment to open communication channels. The Company is also committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization, for whistle blowing in good faith. The Board of Directors affirms and confirms that no personnel have been denied access to the Audit Committee.

The Policy contains the provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

40. COMPLIANCE WITH THE SECRETARIAL STANDARDS ISSUED BY THEINSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company has complied with all the applicable and effective secretarial standards issued by the Institute of Company Secretaries of India (SS-1 & SS-2) and notified by the Central Government.

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

No matters of actual or alleged fraud have been reported by the auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

42. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The provisions of Section 149 pertaining to the appointment of Independent Directors are apply to the Company. During the year under review Ms. Avani

Ashwinkumar Shah and Ms. Juhi Sawajani was appointed as Independent and Non- Executive Director of the company with effect from 24th June, 2023.

The Independent Directors met on 01st August, 2023, inter-alia, to discuss the quality, quantity and timeliness of flow of information between the Company Management and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties. Both the Independent Directors were present at the Meeting.

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

The provisions of Section 148(1) of the Companies Act 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost records is not mandated for the products manufactured by the Company.

44. 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

During the year under review, the Company has not filed any application nor as having any pending proceedings under the Insolvency and Bankruptcy Code, 2016.

45. 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 THEREOF

This Clause is not applicable to the company.

46. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company''s operations forms part of this Annual Report.

47. OTHER DISCLOSURES/REPORTING:

The Directors state that disclosure or reporting is required in respect of the following items as there is an events/instances/transactions occurred on these items during the year under review:

a) There is conversion of Company from Private Limited to Public Limited

b) Details relating to deposits covered under Chapter V of the Act;

c) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act);

d) Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future; and

e) Details in respect of frauds reported by the Auditors under section 143(12) other than those which are reportable to the Central Government, as there were no such frauds reported by the Auditors

48. ACKNOWLEDGEMENT

We thank our customers, vendors, investors, service providers and bankers for their support during the year, without the respective contributions of which, the Company would not have been able to reach the current position. We are humble in acknowledging the participation and involvement of each one of them, and due to the existence of several such parties, your directors do not intend making any special mention of any one or few of them, but however, expect the continued co-operation and involvement with company''s activities in the future as well. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, leadership, co-operation and support.

Your directors wish to thank the Government Authorities and the various Government Agencies for their support and valuable guidance provided to the Company and look forward to their continued support in the future.