Cheviot Company Ltd

( Rs.in Lakhs)

Your directors are pleased to present their report and the audited financial statements for the year ended 31st March, 2025.

The Board of Directors have recommended a final dividend of fi 5/- per ordinary share on 58,41,875 ordinary shares of face value of fi 10/- each (50%), amounting to fi 292.09 for the year ended 31st March, 2025 (P.Y. fi 5/- per ordinary shares on 60,16,875 ordinary shares of face value of fi 10/- each (50%), amounting to fi 300.84) payable to those members whose name shall appear in the Register of Members or Register of Beneficial Owners maintained by the depositories, as on Thursday, 31st July, 2025 (Record Date), subject to approval of the members at the ensuing annual general meeting of the Company. The resolution to declare dividend is set out at Agenda Item No. 2 of the Notice convening the 127th annual general meeting.

3. TRANSFER TO RESERVE

Your directors do not propose to transfer any amount to the reserves out of current year profts.

4. NATURE OF BUSINESS AND STATE OF COMPANY'S AFFAIRS

The Company is engaged in manufacturing and sale of Jute products. There has been no change in the nature of business of the Company during the year under review. Revenue from operations, proftability and earnings per share show under noted position during the year under review compared to previous year:

Domestic demand was subdued and as a result capacity utilisation across the Jute Industry was lower during the year under review. Government orders continued to be a key support for the Industry. Export markets recovered during the year under review and your Company was able to increase export sales by more than 25% (twenty-five percent). Despite a decrease in production as compared to the previous year, the overall operating margins and operating proft for the current year showed a significant increase.

Other income largely comprises of gains on investments sold or measured at fair value through proft or loss as per Ind AS-109, that depends on return from Indian stock market which has been volatile for some time. Accordingly, the bottom line was lower compared to previous year.

Annual Report 2024-25 15

5. MANAGEMENT DISCUSSION AND ANALYSIS a) Industry structure and developments

The Jute Industry faced a major drop in demand for food grain and sugar packaging bags during the year under review. Many jute mills had to cut operational shifts and working hours, which led to job losses and financial burden across the sector. The situation started to improve towards the end of the year under review, the efiect of which shall be visible in current year.

The Government raised the minimum support price (MSP) for raw jute from fi 5,335/- per quintal for the 2024-25 season to fi 5,650/- per quintal for the 2025-26 season. This price hike is aimed to ensure farmers receive a fair return on their produce. Although the crop for 2024-25 season was lower compared to previous season, availability of raw jute fibre was at abundance due to carry over stock and lower demand. The Jute Packaging Materials (Compulsory Use in Packing Commodities) Act, 1987 ("JPM Act") provides for the compulsory use of jute packaging material in the supply and distribution of certain commodities. Under the provisions of JPM Act, the Central Government has mandated packaging of 100% foodgrains and 20% sugar in jute bags. The non implementation of this JPM Act by the Sugar Industry is a cause of concern.

The Government of India has implemented the new price formula for Government orders of Jute sacks, benefits of which are flowing to the Jute Industry.

• Environmental friendly bio-degradable characteristics of jute fibre will prevail over other packing materials like plastic and synthetic fibers in the long run;

New biochemical treatments and fiber processing technologies are enhancing Jute's strength, durability and versatility;

• Increase in use of jute shopping bags, fioor coverings, jute geo-textile products provides opportunity to boost demand of jute goods;

Sustainability and environment issues will prevail.

Threats

Raw jute crop is highly volatile and depend largely on weather conditions;

Farmers shifting to cereal crop cultivation for higher returns causing a decline in the overall area under Jute cultivation;

• Shortage of workers for the Jute Industry is a concern;

International markets remain uncertain.

c) Segment-wise or product-wise performance

The Company is engaged in a single business segment i e. manufacturing and sale of jute goods. Hence, disclosure requirement as required by IND AS - 108 are not applicable in respect of business segment. However, the geographical segments considered for disclosure are as under:

* Revenue outside India includes USA fi 6,658.06 (P.Y. fi 4,404.80).

** Non-current assets other than financial instruments include property, plant and equipment, capital work-in-progress, right of use assets, investment property, other intangible assets, intangible assets under development, non-current tax assets (net) and other non-current assets.

Fortune of Jute Industry largely depend on steady demand and optimum utilisation of capacity. Your Company has adequate capacity and fiexibility to cater to the requirement from both domestic and overseas markets. We are looking forward to Government procurement to help generate demand for jute bags in the domestic market. Meanwhile, we continue to explore and reach out to overseas markets to ofer diversified jute products. The outlook for the current year appears to be stable.

e) Risks and concerns

The significant areas of risk and concern for the Jute Industry are:

Area under jute cultivation is gradually shrinking as the farmers are utilising their land for cultivating cereal crops using modern farming techniques;

Shortage of skilled Jute mill workers and lack of new generation incumbents in Jute Mills;

Lack of research, promotion and awareness campaigns for the Jute Industry;

Growth in the unorganised sector, which is leading to unequal competition. These units are also getting a share of the Government orders at the cost of organised units like our Company. Major expansion in this sector is underway.

The Board of Directors have designed and implemented various policies and procedures to strengthen the internal control system to ensure orderly and eficient recording and generation of reliable financial and operational information, safeguarding of assets from unauthorised use or losses, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, timely preparation of reliable financial information and ensuring compliance with corporate policies and applicable laws.

The Company maintains robust internal control systems in accordance with the size and complexity of its operations.

The audit committee evaluates the internal control system periodically. During the year under review, no fraud was detected by the auditors. Internal audit findings and recommendations were presented to the audit committee and necessary remedial measures were implemented promptly.

The Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls with reference to financial statements were operating efiectively as at 31st March, 2025, based on the essential components of internal controls over financial reporting criteria established by the Company.

g) Material developments in human resource/industrial relations front, including number of people employed

Industrial relations remained cordial during the year under review. There is shortage of new entrants in the Jute Industry. Wages are paid as per latest Tripartite Agreement. During the year under review, the Company voluntarily surrendered the exemption granted to the establishment under Section 17(1)(a) of the Employees' Provident Funds & Miscellaneous Provisions Act, 1952 and continue to operate as an un-exempted establishment w.e.f. 1st January, 2025. The Company continues to impart in-house training to new entrants to bring about all-round improvement in their working knowledge and skills. The Company also continues its various stafi welfare schemes. The Company had 3,912 employees on rolls as on 31st March, 2025.

h) Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations thereof

Decrease in other income impacted the EBITA causing the interest coverage ratio to decline compared to previous year. Lower borrowings has improved the debt-equity ratio. There was no significant change in other key financial ratios. Please refer to Note 54 to the financial statements for the financial year ended 31st March, 2025 for more details on Financial Ratios. i) Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof

The decrease in other income compared to previous year has impacted the Return on Net Worth. j) Discussion on financial performance with respect to operational performance

The following are the significant areas of financial performance:

Sluggish domestic demand afiected the overall revenue from operations inspite of the improved overseas sales, both in terms of quantity and realisation, witnessed during the year under review. Interest pay-out was less as compared to the previous year. Capex was substantially higher compared to previous year due to capacity addition through installation of shutterless looms and setting up a 2,274.48 kWp rooftop solar power plant for captive consumption.

Other financial and operational parameters remained stable during the year under review.

k) Cautionary statement

Certain statements made in this report may be forward looking in the form of expectation or assumption of future events based on the prevailing situation. There remains a possibility that the actual results may difier from those expressed or implied in the statements depending on the circumstances.

6. SHARE CAPITAL

The Company has one class of issued share i.e. ordinary share of face value of fi 10/- each.

During the year under review, your Company completed Buy-Back of 1,75,000 fully paid up Ordinary Shares of fi 10/- each (representing 2.91% of the total number of Ordinary Share capital of the Company as at 31st March, 2024 at a Buy Back price of fi 1,800/- per ordinary share aggregating to fi 3,150.00 (Rupees Thirty One Crores Fifty Lakhs only) from all the eligible members of the Company holding shares as on the Record Date (Friday, 14th June, 2024), on a proportionate basis, through the "Tender Ofer" route in accordance with the provisions of Section 68 of the Companies Act, 2013 read with Rules made thereunder and the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018. The 1,75,000 ordinary shares bought back in dematerialised form were cancelled/extinguished in July, 2024.

The issued, subscribed and fully paid up ordinary share capital of the Company as at 31st March, 2025 stood at fi 584.54 consisting of 58,41,875 fully paid up ordinary shares of fi 10/- each (including fi 0.35 being the amount originally paid up on 7,000 ordinary shares not fully paid-up and forfeited).

The shares of Cheviot Company Limited are listed on BSE Limited and National Stock Exchange of India Limited. The Company has paid the Annual Listing Fees for the financial year 2025–26 to the stock exchanges. The shares of the Company are tradeable in dematerialised form and can be held in electronic form with any depositories under ISIN: INE974B01016.

During the year under review, the Company has neither issued shares with difierential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to employees of the Company under any scheme.

7. CORPORATE GOVERNANCE

In terms of Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on corporate governance together with a certificate from M/s Rahul Srivastava & Co., a firm of practising company secretaries, confirming compliance thereof is given in Annexure-I forming part of this report.

8. ANNUAL RETURN

The Annual Return under Section 92 of the Companies Act, 2013 has been placed on the website of the Company and can be accessed from the web-link: https://www.cheviotgroup.com/investors/.

9. NUMBER OF MEETINGS OF THE BOARD

During the year under review, 4 (four) meetings of the Board of Directors were held on 24th May, 2024, 8th August, 2024, 8th November, 2024 and 13th February, 2025. The maximum gap between two meetings was less than one hundred and twenty days. The quorum was present at every meeting. Facility to participate in Board Meetings through video conferencing/other audio-visual means (VC/OAVM) was made available for the directors.

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the directors hereby state to the best of their knowledge and belief that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of afiairs of the Company at the end of the financial year and of the proft of the Company for that period; (c) the directors had taken proper and suficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; (e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating efiectively; and (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efiectively.

In compliance with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the nomination and remuneration committee had followed the laid down criteria for identification of persons who are eligible to hold the ofce of director, key managerial personnel and senior management of the Company including determination of qualifications, positive attributes and independence of the person and their remuneration and other matters provided under Section 178 of the Companies Act, 2013. The nomination and remuneration committee has afirmed that the remuneration paid to directors, key managerial personnel and senior management are in accordance with the remuneration policy of the Company.

The remuneration policy and criteria for determining qualifications, positive attributes and independence of a director are available on the website of the Company at https://www.cheviotgroup.com/investors/.

Particulars of investments made by the Company have been disclosed in Note 9 and Note 14 to the financial statements for the financial year ended 31st March, 2025. The Company has not given any loan or guarantee during the year.

During the year under review, the Company had complied with the applicable Secretarial Standards viz. SS-1"Secretarial Standard on Meetings of the Board of Directors"and SS-2 "Secretarial Standard on General Meetings", issued by The Institute of Company Secretaries of India.

The Board of Directors have formulated a policy on materiality of related party transactions and on dealing with related party transactions which has been disclosed on the website of the Company.

There was no material related party transaction or material modification(s) in related party transactions entered into by the Company with its promoters, directors, key managerial personnel or other related parties which may have potential confiict with the interest of the Company at large or which warrants the approval of the members. There was no contract or arrangement entered during the year under review which is reportable in Form AOC-2 and hence does not form part of this report.

All transactions, entered into with related parties as defined under the Companies Act, 2013 read with Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the year, were placed before the audit committee and the Board of Directors for prior approval or granted omnibus approval by the audit committee and reviewed on a quarterly basis.

Details of all related party transactions entered into by the Company including disclosure of related party transactions with any person or entity belonging to the promoter / promoter group or holding 10 per cent or more of the paid-up ordinary share capital of the Company are provided in Note 51 to the financial statements for the financial year ended 31st March, 2025, in compliance with IND AS-24.

There has been no material change and/or commitment afiecting the financial position of the Company between the end of the financial year and date of this report.

During the year under review, your Company had spent fi 136.13 on CSR activities, which was higher than 2% (two percent) of the average net profts of last three financial years computed as per Section 135 read with Section 198 of the Companies Act, 2013. CSR programs were oriented toward various activities to support education and measures for reducing inequalities faced by socially and economically backward groups. CSR programs were also undertaken to promote nationally recognised sport and for benefit of armed force dependents.

The annual report on CSR activities, in terms of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is provided in Annexure-II forming part of this report.

The composition of corporate social responsibility committee for the financial year ended 31st March, 2025 is given below:

The composition of CSR Committee, CSR Policy and CSR Projects approved by the Board of Directors are available on the website of the Company and can be accessed from the web-link: https://www.cheviotgroup.com/investors/.

Information required 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 has been provided in Annexure-III forming part of this report.

The details prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. However, with regard to the provisions of the second proviso to Section 136(1) of the Companies Act, 2013 and second proviso to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report excluding the said information is being sent to the members of the Company. The said information is available for inspection and any member interested in obtaining such information may write to the company secretary and the same will be furnished on request.

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended 31st March 2025, in relation to the conservation of energy; technology absorption; and foreign exchange earnings and outgo are provided in Annexure-IV forming part of this report.

The Board of Directors have formulated a risk management policy for the Company, identifying therein the elements of risk and concern that may threaten the existence of the Company. The senior management monitors the risk elements, risk assessment and minimisation procedures on a quarterly basis and updates the audit committee and the Board of Directors from time to time. The elements of risk and concern are periodically evaluated by the Board of Directors in a systematic approach to identify any change in risk elements and mitigate or reduce the impact of risk elements. Discussion on risks and concerns have been made in this report under the head ‘Management Discussion and Analysis'.

No company became or ceased to be the Company's subsidiary, joint venture or associate company during the year under review. The Company does not have any subsidiary, joint venture or associate company as on 31st March, 2025.

During the year under review, the Board of Directors carried out internal evaluation of performance of its own, its committees and individual directors based on criteria for evaluation laid down by the nomination and remuneration committee and found the performance of the Board as a whole, its committees and individual directors, to be satisfactory. The independent directors at their separate meetings held on Wednesday, 8th January, 2025 and Tuesday, 4th March, 2025 inter-alia carried out performance evaluation of the Chairman and Managing Director, other non-independent directors and the Board as a whole. The evaluation of the Board of Directors was based on criteria such as appropriateness of Board composition and structure, decisions passed by the Board of Directors, awareness on Industry operations, compliance with applicable laws, succession planning, strategic planning, implementation of guidelines or strategies decided by the Board of Directors etc.

The evaluation of the Committees was based on criteria such as composition, functioning, competencies of the members, frequency of meetings, procedures, monitoring, advisory role, timely reporting to Board of Directors, etc.

The evaluation of individual directors was based on criteria such as preparedness for board meetings, attendance, judgements, contribution to risk management, adherence to Company's code of conduct and corporate governance, pro-activeness in highlighting areas of concern, sharing of knowledge and business information, disclosure of interest and related parties in timely manner etc.

The Company has formulated a Vigil Mechanism/Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013 and the Rules thereunder read with Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Regulation 9A(6) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for directors and employees to report genuine concerns and enable employees to report instances of leak of unpublished price sensitive information to the Vigilance Ofcer or the Chairman of the audit committee. During the year under review, no complaint was reported to the audit committee. The whistle blower policy is available on the Company's website at https://www.cheviotgroup.com/investors/.

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, a structured digital database is maintained by the Company with adequate internal controls and trading restrictions are imposed on the designated persons and their immediate relatives in accordance with the Code of Conduct to regulate, monitor and report trading in securities of the Company. The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the Company's website at https://www.cheviotgroup.com/investors/.

The Board of Directors have constituted the audit committee with three directors as members. All members of the audit committee are financially literate and Chairperson of the audit committee, is a qualified Chartered Accountant having accounting and financial management expertise. Two-third of the members of audit committee are independent directors.

The composition of the audit committee for the financial year ended 31st March, 2025 is given below:

More details on the audit committee are given in the report on corporate governance. The Board of Directors have accepted all the recommendations of the audit committee during the year under review.

There are four Independent Directors on the Board. Mr. Sutirtha Bhattacharya (DIN: 00423572), aged 67 years, Mr. Deo Kishan Mohta (DIN: 00060170), aged 72 years and Mr. Siddharth Jhajharia (DIN: 01385496), aged 51 years, joined the Board as Independent Directors of the Company with efiect from 1st April, 2024. Mrs. Rashmi Prashad (DIN 00699317), aged 64 years, (woman) independent director on the Board was re-appointed for a second term with efiect from 1st April, 2024. None of the independent directors had resigned during the year under review. All the independent directors have declared that they fulfil the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulations 16(1)(b) and 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board of Directors, there has been no change in the circumstances which may afiect their status as independent directors of the Company and the Board of Directors are satisfied of the integrity, expertise and experience of all the independent directors on the Board of Directors. All the independent directors are profcient and have registered themselves on Independent Directors Databank maintained by the Indian Institute of Corporate Afiairs.

None of the directors on the Board had resigned during the year under review.

Mr. Abhishek Murarka (DIN 00118310), aged 48 years, was appointed as Wholetime Director for a period of 5 (five) years w.e.f. 25th May 2023, liable to retire by rotation. Mr. Abhishek Murarka retires by rotation at the ensuing annual general meeting and, being eligible, ofers himself for re-appointment. The nomination and remuneration committee has recommended his re-appointment as Wholetime Director considering his overall contribution and experience, for which appropriate resolution has been set out at Agenda Item No 3 of the Notice convening the 127th annual general meeting. The Board recommends passing of the same. Mr. Abhishek Murarka shall continue to hold the ofce of Wholetime Director on the terms and conditions as to remuneration and otherwise as approved by the members at the 125th annual general meeting held on 11th August, 2023 for the unexpired period of his current term, if re-appointed. Mr. Abhishek Murarka is not disqualified from being appointed as director in terms of Section 164 of the Companies Act, 2013 and has given his consent to act as director, if re-appointed.

The present term of ofce of Mr. Harsh Vardhan Kanoria (DIN 00060259), aged 69 years, as Chairman and Managing Director of the Company, will expire on 31st July, 2025. Mr. Harsh Vardhan Kanoria graduated from St. Xaviers College, Kolkata. He is an Industrialist having more than 50 years of experience in Jute Industry. He has been long associated with the Company in his capacity as Chairman and Managing Director. He is a promoter of the Company and held 4,25,621 ordinary shares as at 31st March, 2025. Considering his vast experience and significant contribution to the Company's overall growth and proftability, the nomination and remuneration committee had recommended his re-appointment as Chairman and Managing Director for a further period of 5 (five) years with efiect from 1st August, 2025, on the terms and conditions mentioned in the draft agreement to be entered between the Company and him, subject to approval of the members, for which appropriate resolution has been set out at Agenda Item No 5 of the Notice convening the 127th annual general meeting. The Board recommends passing of the same. Mr. Harsh Vardhan Kanoria is not disqualified from being appointed as director in terms of Section 164 of the Companies Act, 2013 and has given his consent to act as director, if re-appointed.

The information about the directors seeking re-appointment as required under the Companies Act, 2013, Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings have been given in the notice convening the 127th annual general meeting.

During the year under review, all the Key Managerial Personnel continue to hold their ofces. There was no appointment /resignation reported during the year in the ofces of Key Managerial Personnel.

Your Company has not accepted any deposit from the public within the meaning of Section 73 of the Companies Act, 2013 read with Rules framed thereunder. Further, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. There was no deposit held by the Company which were not in compliance with the requirements of Chapter V of the Companies Act, 2013.

During the year under review, the Company received an income tax demand of fi 2,234.98 (including interest of

fi 444.52) in respect of A.Y. 2016-17. The Company does not envisage any material financial implication as certain apparent mistakes were observed in the Tax Computation Sheet for which rectification petition and appeal have been filed before the Income Tax Authorities. Once credit of pre-paid taxes are allowed, demand of A.Y. 2016-17 is likely to reduce substantially. No significant and/or material order was passed by the regulators or courts or tribunals which impact the going concern status and Company's operations in future. Details of contingent liabilities and commitments (to the extent not provided for) are disclosed in Note 43 to the financial statements for the financial year ended 31st March, 2025.

The Board of Directors had laid down internal financial controls for preparation of reliable financial statement. The measures taken for ensuring the orderly and eficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information were found to be adequate and operating efiectively. The audit committee and the auditors periodically improvises the internal financial control system. The financial records maintained in electronic mode were found to have a proper system for storage, retrieval, display or printout of the electronic records and remain accessible in India at all times.

The Company has complied with the provisions relating to the constitution of Internal Complaint Committee as required to be formed under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the "SHWW Act") and Rules made thereunder. The Company has adopted a policy in line with the provisions of the SHWW Act and the Rules made thereunder. During the year under review, no complaint of sexual harassment was received by the Internal Complaint Committee. More details are available in the report on corporate governance.

Business Responsibility and Sustainability Report on the environmental, social and governance disclosures in terms of 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 for the year under review, based on market capitalisation as on the 31st day of March, 2024.

No credit rating has been obtained by the Company with respect to its securities. The Company has been assigned long-term rating of Crisil A+/stable and short-term rating of Crisil A1+ for bank loan facilities rated by Crisil Ratings Limited. The rating stood re-afirmed for the year under review.

Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), the amount of dividend which remains unpaid or unclaimed for a period of seven years from the date of transfer to the unpaid dividend account shall be transferred by the Company to the IEPF Authority (IEPF) established by the Government of India. Further, the shares on which dividend has not been paid or claimed by the members for seven consecutive years or more shall be transferred to the demat account of the IEPF.

Accordingly, the Company had transferred fi 1.32 lying in the unpaid dividend account for the financial year 2016-17 through Bharat Kosh to the credit of IEPF Authority on 30th October, 2024 and transfer of 29,377 ordinary shares (including 9,071 ordinary shares from unclaimed DEMAT Suspense Account) on which dividend have not been paid or claimed by the members for seven consecutive years or more, to the DEMAT account of the IEPF Authority were completed by 27th November, 2024. Further, fi 0.72 lying in the unpaid dividend account for the financial year 2017-18 along with 5,513 ordinary shares on which dividend have not been paid or claimed by 27 members for seven consecutive years or more will become due for transfer to the IEPF after completion of seven years in September, 2025. The DPID/CLID/folio-wise details of unpaid dividend and shares transferred/to be transferred to IEPF Authority are available on the website of the Company at https://www.cheviotgroup.com/investors/.

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly such accounts and records are made and maintained by the Company. The cost auditor did not report any incidence of fraud during the year under review in terms of Section 143(12) of the Companies Act, 2013, necessitating disclosure in the Board's Report under Section 134(3)(ca) of the Companies Act, 2013.

Pursuant to Section 148 of the Companies Act, 2013 read with Rules framed thereunder, the Board of Directors, on the recommendation of the Audit Committee, re-appointed M/s D. Radhakrishnan & Co., Cost Accountants (Registration No. 000018), as cost auditor for the financial year ending 31st March, 2026 to conduct the audit of the cost accounting records maintained by the Company. The resolution set out at Agenda Item No. 7 of the Notice convening the 127th annual general meeting seeks members' ratification to the remuneration payable to the cost auditor. M/s D. Radhakrishnan & Co., have long experience as cost auditors and have been conducting the audit of the cost records of the Company for the past several years. M/s D. Radhakrishnan & Co. have confirmed that they are eligible and given their consent to perform the duties of cost auditor, if re-appointed.

The Cost Audit Report of the Company for the financial year ended 31st March, 2024 was filed with the ROC in XBRL mode on 27th September, 2024.

The secretarial audit report for the financial year ended 31st March, 2025, issued by M/s MR & Associates in Form MR-3, is attached to this report as Annexure V. The secretarial auditor did not report any incidence of fraud during the year under review in terms of Section 143(12) of the Companies Act, 2013, necessitating disclosure in the Board's Report under Section 134(3)(ca) of the Companies Act, 2013.

During the year under review, the Company received a Cautionary Letter dated 21st November, 2024 from the Stock Exchange(s) for delay in submission of outcome of Board Meeting held on 30th January, 2024, which was already reported by the secretarial auditor and commented on in the previous year Board report. The secretarial audit report for the financial year ended 31st March, 2025 does not contain any qualification, reservation or adverse remarks. Further, the Annual Secretarial Compliance Report of the Company for the year ended 31st March, 2025 received from the secretarial auditor has been filed with the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited on 13th May, 2025. The Board of Directors, on the recommendation of the audit committee, have recomended the appointment of M/s MR & Associates, a peer-reviewed firm of practising company secretaries (Firm registration number: P2003WB008000) as Secretarial Auditor of the Company for a term of 5 (five) consecutive financial years commencing from 1st April, 2025 to 31st March, 2030, for approval of the members at the ensuing annual general meeting, for which appropriate resolution has been set out in Agenda Item No. 4 of the Notice convening the 127th annual general meeting of the Company. M/s MR & Associates have confirmed that their firm did not incur any disqualification and are eligible to be appointed as the Secretarial Auditor of the Company in accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure as required under Regulation 36(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been given in the statement forming part of the Notice convening the 127th annual general meeting of the Company.

M/s Singhi & Co., Chartered Accountants (Firm Registration No. 302049E), was re-appointed as statutory auditors of the Company for the second term of 5 (five) consecutive years at the 124th annual general meeting held on 12th August, 2022, to hold ofce till the conclusion of the 129th annual general meeting to be held in the calendar year 2027.

There was no qualification, reservation or adverse remark in the Independent Auditors' Report for the financial year ended 31st March, 2025. The statutory auditors did not report any incidence of fraud during the year under review in terms of Section 143(12) of the Companies Act, 2013, necessitating disclosure in the Board's Report under Section 134(3)(ca) of the Companies Act, 2013.

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

During the year under review, there was no instance of one-time settlement with any Bank or Financial Institution, necessitating any valuation.

Your directors take this opportunity to convey their sincere gratitude for the co-operation and support received from bank/financial institution, regulators, customers and vendors during the year under review. The directors place on record their appreciation for the hard work and committed services rendered by the employees of the Company.