Gloster Ltd

TO THE MEMBERS

Your Directors take pleasure in presenting the 103rd Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31st March 2025.

The highlights of the financial results of the Company for the year ended 31st March, 2025 are as under:

(Rs. lakhs)

DIVIDEND AND RESERVES

Your Directors are pleased to recommend for your approval a dividend of 200% i.e. Rs. 20/- per equity share on 1,09,43,260 nos. of Equity Shares of Rs. 10/- each for the financial year ended 31st March 2025, payable to those shareholders whose names appear in the Register of Members as on the Record date, i.e 4th July 2025. The Board of Directors of your company has declared / recommended a total Dividend amounting to Rs. 2188.65 lakhs for the financial year under review in accordance with the Dividend Distribution policy.

The Dividend Distribution Policy as adopted and formulated by the Board in terms of Regulation 43A of the Listing Regulations is available on the Company's website and can be accessed at the link : https://www.glosterjute.com/assets/pdf/policy/1704971252.pdf. During the year under review, a sum of Rs. 2000 lakhs was transferred to the General Reserves.

A. The production during the year under review has been 49,104 MT in comparison to 49,399 MT in the previous year. Sales and turnover for the year under review stood at 49,275 MT & 620.44 crores as against 48,995 MT & Rs. 640.62 crores respectively in the previous year. For the year under review, net profit of the Company stood at Rs. 43.73 crores as against Rs. 44.08 crores in the previous year. Exports of the Company for the year under review stood at Rs. 184.60 crores as against Rs. 155.90 crores in the year previous year.

B. Raw Jute crop in the current year was adequate resulting in availability of _bre at reasonable price. In the ensuing season, Raw Jute crop is estimated to be significantly lower due to lower area under cultivation as prices in the last season were not remunerative for farmers. Significant areas of farmland have switched to cultivation of maize which is used for production of ethanol. The carry-over of the stock in the upcoming season is low. Hence, the prices of raw jute will remain strong with prices touching uncharted territory.

During the current year, exports have seen further de-growth largely due to continued impact of Russia-Ukraine war and thereafter Israel-Palestine war affecting the entire European market and also other export markets. The demand from Government during the financial year has been lower. The Company is continuously exploring newer export market for its products.

The paid-up equity share capital of the Company is Rs. 10,94,32,600 consisting of 1,09,43,260 shares of Rs. 10/- each as on March 31, 2025. There was no change in share capital of the company during the year under review.

During the financial year under review, the Company has not granted any stock options or sweat equity. As on 31st March 2025, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

During the year, the company sought voluntary delisting of its equity shares from Calcutta Stock Exchange Limited (CSE) and the company shares were delisted from CSE w.e.f. 29th January 2025. The Company equity shares continue to be listed at NSE and BSE.

Various bank facilities of the Company are rated by Acuit? Ratings & Research Limited based on Basel II norms followed by the banks under the guidelines of Reserve Bank of India. All existing & proposed bank facilities have been reviewed and reafirmed by Acuit? Ratings & Research Limited, and rating for long-term bank facilities is "ACUITE AA-, Negative" and for short-term bank facilities is "ACUITE A1+".

During the financial year, there was no change in the nature of business of the Company.

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

The Company has 5 (five) wholly owned subsidiaries namely Fort Gloster Industries Limited, Gloster Nuvo Limited, Network Industries Limited, Gloster Lifestyle Limited and Gloster Specialities Limited. None of the companies have ceased to be subsidiary during the year under review. Fort Gloster Industries Limited continues to be a Material Subsidiary of the Company. As per the Consolidated Financial Statements of the Company for the financial year ended 31st March 2025, Gloster Nuvo Limited has become a material subsidiary of the company. A Policy has been formulated for determining the Material Subsidiaries of the Company pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'). The said Policy has been posted on the Company's website at the weblink https://www.glosterjute.com/policies. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, and IND AS 110 Consolidated Financial Statements presented by the Company include the financial statement of its subsidiaries.

Further, a separate statement containing the salient features of the financial statements of subsidiaries of the Company in the prescribed Form AOC 1 is attached with this Report.

The Company does not have any joint venture / associate companies.

The Board of Directors at its meeting held on 30th May 2024 approved Amalgamation and on 13th November, 2024, approved the Scheme of Amalgamation of Gloster Lifestyle Limited and Gloster Specialities Limited ("Transferor Companies") both wholly owned subsidiaries of the Company with Gloster Limited ("Transferee Company"), subject to necessary approvals.

The Total Income of the Company stood at Rs. 9,450.88 lakhs (Previous Year Rs. 124.48 lakhs). Loss for the year stood at Rs. 3,583.51 lakhs (Previous Year loss Rs. 936.62 lakhs) and Total Comprehensive income stood at Rs. (3,589.62) lakhs [Previous year Rs. (930.60) lakhs].

The Total Income of the Company stood at Rs. 5,389.99 lakhs (previous year Rs. 86.86 lakhs), Loss for the year stood at Rs. 1695.95 lakhs (previous year loss Rs. 116.12 lakhs) and Total Comprehensive income stood at Rs. (1696.02) lakhs [previous year Rs. (116.19) lakhs].

The Total Income of the Company stood at Rs. 222.26 lakhs (Previous Year Rs. 207.01 lakhs), Profit for the year stood at Rs. 325.21 lakhs (Previous year loss of Rs. 185.09 lakhs).

The Total Income of the Company stood at Rs. 58.83 lakhs (Previous Year Rs. 63.27 lakhs). Profit after tax for the year stood at Rs. 42.97 Lakhs (Previous Year Rs. 46.48 lakhs) and Total Comprehensive Income stood at Rs. 62.17 lakhs (Previous Year Rs. 51.14 lakhs).

The Total Income of the Company stood at Rs. 58.45 lakhs (Previous Year Rs. 56.37 lakhs). Profit after tax for the year stood at Rs. 37.54 lakhs (Previous Year Rs. 40.40 lakhs) and Total Comprehensive income stood at Rs. 56.73 lakhs (Previous Year Rs. 45.06 lakhs).

The Consolidated Financial Statements of the Company for the year ended 31st March 2025 are prepared in compliance with the applicable provisions of the act including the Indian Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. The Consolidated Financial Statements forms part of the Annual Report.

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report, for the year under review is attached as Annexure – I forming part of the Annual Report

The Company practices principles of good corporate governance and lays strong emphasis on transparency, accountability and integrity. As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the detailed report on Corporate Governance and a certificate from the practicing Company Secretary, confirming compliance with the requirements of the Corporate Governance is separately attached and forms part of this Annual Report.

During the financial year under review, 5 (five) Board Meetings were held on 30th May 2024, 9th August 2024, 13th September 2024, 13th November 2024 and 7th February 2025 respectively. The maximum time interval between any two meetings was within the maximum time allowed pursuant to the Companies Act, 2013 and SEBI Regulations. The details of and number of meetings attended by Directors forms part of the Corporate Governance Report.

During the financial year 2024-25, the Independent Directors met separately on 7th February, 2025, and inter-alia discussed the following:

Evaluation of performance of Non- Independent Directors and the Board of Directors as a whole.

Evaluation of performance of the Executive Chairman and Managing Director of the Company, taking into account the views of Executive and Non-Executive Directors.

Evaluation of the quality, contents and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in accordance with the parameters suggested by the Nomination and Remuneration Committee, the Board of Directors have carried out an annual evaluation for the financial year 2024-2025 , of its own performance, of the directors individually along with that of its various committees and details of such evaluation has been mentioned in the Corporate Governance Report.

The Board of Directors expressed their satisfaction with the evaluation process.

The Board of Directors of your company has constituted the following Committees:

The composition, terms of reference and other details of the Audit Committee have been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

The composition, terms of reference and other details of the Nomination and Remuneration committee have been furnished in the Corporate Governance Report forming part of this Annual Report.

The composition, terms of reference and other details of the Stakeholder Relationship committee have been furnished in the Corporate Governance Report forming part of this Annual Report.

The composition and other details of the Corporate Social Responsibility Committee have been furnished in the Corporate Governance Report forming part of this Annual Report.

Shri Dharam Chand Baheti (DIN: 00040953) Whole-time Director designated as Managing Director, resigned with effect from end of business hours of 13th September 2024. As on date of this report, the Company has the following Key Managerial Personnel:

Shri Hemant Bangur- Executive Chairman (Managing Director)

Shri Rajappa Shivalingappa- CEO & Whole-time Director

Shri Ajay Kumar Agarwal- Group Chief Financial Officer

Shri Ayan Datta- Company Secretary

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Company's Articles of Association, Shri Yogendra Singh (DIN: 10229584) retires by rotation at the forthcoming Annual General Meeting and, being eligible, offer himself for reappointment.

The Board recommends re-appointment of Shri Yogendra Singh (DIN: 10229584) for the consideration of the Members of the Company at the forthcoming AGM. The relevant details including profile of Shri Yogendra Singh are included separately in the Notice of AGM forming part of this Annual Report. The Board at its meeting held on 30th April 2025, based on recommended of the Nomination & Remuneration Committee, appointed Shri Rajappa Shivalingappa (DIN: 02971967 as Additional Director and further designated him as CEO & Whole-time Director for a term of 5 (Five) years w.e.f. 1st May 2025. On recommendation of the Nomination & Remuneration Committee, the Board of Directors in its meeting held on 29th May 2025, have re-appointed Shri Rohit Bihani (DIN: 00179927) and Ms. Ishani Ray (DIN: 08800793) as Independent Directors for a second term of 5(five) consecutive years to hold office from 21st July 2025 up to 20th July 2030 subject to approval of the shareholders in a general meeting.

The aforesaid appointment/re-appointments are subject to approval of shareholders in general meeting . The Company is seeking shareholders' approval through postal ballot for the same.

The Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same has been noted by the Board of Directors. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and also Code of Conduct for Directors and senior management personnel.

A Formal Letter setting out the terms and conditions of appointment has been issued to all the Independent Directors as per the provisions of Companies Act, 2013 and the Listing Regulation. The same has been hosted on the Company's website and can be accessed at https://www.glosterjute.com/ independentdirectors.

None of the Directors of the Company are disqualified for being continuing as Directors, as specified in section 164(2) of the CompaniesAct,2013andrule14(1)oftheCompanies(Appointment and Qualification of Directors) Rules 2014. In terms of Regulation 25(8) of SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Company has also received from Independent Directors declaration of compliance of Rule 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the "Indian Institute of Corporate Affairs" at Manesar for inclusion of name in the data bank of Independent Directors.

With regard to integrity, expertise and experience (including pro_ciency) of the Independent Director appointed/re-appointed, the Board of Directors are of the opinion that all the Independent Directors meet the necessary criteria for continuing as Independent Directors of the Company.

During the financial year ended on 31st March 2025, Ms. Ishani Ray, Independent Director from the Board of the Company, has been appointed as an Independent Woman Director on the Board of Fort Gloster Industries Limited.

The Nomination and Remuneration Committee has formulated a policy relating to the remuneration for the Directors, Key Managerial Personnel and Senior Managerial Personnel. The philosophy for remuneration is based on the commitment of fostering a culture of leadership with trust. The remuneration policy has been prepared pursuant to the provisions of Section 178(3) of the Companies Act, 2013, Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee has also formulated the criteria for determining qualifications, positive attributes, and independence of Directors which has been embedded in the Nomination and Remuneration policy. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said policy is hosted on the website of the company at https://www.glosterjute.com/policies.

The salient features of the Nomination & Remuneration Policy is attached as Annexure-II and forms part of this report. The said Policy has been posted on the Company's website at https://www. glosterjute.com/policies.

The Independent Directors have been familiarized with the nature of operations of the Company & the industry in which it operates, business model of the Company. Periodical Board Meeting, generally once a year, is held at the Mill, preceded by visit of various processes, operations and general tour of the Mill by the Directors. On an ongoing basis as part of Agenda of Board / Committee Meetings, presentations are regularly made to the Independent Directors on various matters inter-alia covering the Company's and its subsidiaries' businesses and operations, industry and regulatory updates, strategy, finance, risk management framework, role, rights, responsibilities of the Independent Directors under various statutes and other relevant matters. The details of familiarization programme have been posted on the website of the Company and can be accessed at https://www.glosterjute.com/news-and-events.

The Company has adopted a Vigil Mechanism / Whistle Blower Policy and has established the necessary mechanism, for employees to report concerns about unethical behavior or suspected fraud in violation of Company's Code of Conduct or any other point of concern. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The policy has been uploaded in the website of the Company and can be accessed at https://www.glosterjute.com/policies.

The contracts/arrangements/transactions entered into by the Company with the related parties during the financial year under reporting were in ordinary course of business and were negotiated on an arms' length basis. During the year under review, your company had not entered into any Material Related Party Transactions i.e., transactions exceeding Rupees one thousand crore or ten percent of the annual consolidated turnover as per the last audited financial statements. During the year under review, , the Company has not entered into any material significant transaction which may have potential conflict of interest in the company with the Promoters, Directors or Key Managerial Personnel. Accordingly, no transactions are being reported in Form No. AOC – 2 in terms of section 134 (3)(h) of the Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014. All Related Party Transactions are placed before the Audit Committee for its review and approval. Where required, prior omnibus approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature and the corresponding actual transactions become a subject of review at subsequent Audit Committee Meetings.

Gloster Limited : 29

The policy on Related Party Transactions has been uploaded on the website of the Company and can be accessed at https://www. glosterjute.com/policies.

The details of the transactions with related parties as per Ind AS 24 during the financial year 2024-25 are provided in the accompanying Notes to the financial statements.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, Commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee(s) of the company

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a CSR Committee and has simultaneously approved and adopted a CSR policy based on the recommendations of the CSR Committee. The said policy is available on the website of your Company and can be accessed at https://www.glosterjute.com/policies.

As on 31st March 2025, the Committee consisted of 3 (three) Members, comprising:

The Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure III and forms part of this Report.

The Company has effective internal controls in place which are constantly reviewed. The Company's internal control system is commensurate with its size, scale and operations. Detailed procedures are in place to ensure that all assets are safeguarded and protected against loss.

The Company has appointed M/s JKVS & Co., as the Internal Auditor of the Company for financial year 2024-25. The Internal Audit function gives thrust to test and review controls and systems that are in place. The Audit Committee of the Board also reviews the Internal Audit functions. The Audit Committee of the Board reviews the Internal Audit Report and corrective actions taken on the findings are also reported to the Audit Committee. Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3) (i) of the Companies Act, 2013 forms part of the Audit Report.

The Company has formulated a risk management policy and has in place a mechanism to inform the Board about risk assessment and minimization procedure. Risk management is embedded in your Company's operating framework. Your Company believes that managing risks helps in maximizing returns.

The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The Company has a Risk Management procedure in place. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

M/s Price Waterhouse & Co. Chartered Accountants LLP (Firm Registration No.- 304026E/E-300009) Statutory Auditors of the Company were re-appointed as the Statutory Auditors of the Company at the 100th AGM to hold office up to the conclusion of 105th Annual General Meeting of the Company.

The Auditor's Report on the financial statements for the financial year 2024-25 does not contain any qualifications, reservations or adverse remarks.

None of the Auditors of the Company have reported any fraud during the year.

In accordance with Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Board of Directors have appointed M/s D. Radhakrishnan & Co., Cost Accountants as the Cost Auditor of the Company for the Financial Year 2025-26 at a remuneration of Rs. 90,000/- plus reimbursement of out of pocket expenses at actuals and applicable taxes. The remuneration needs to be rati_ed by the shareholders at the forthcoming Annual General Meeting and a resolution regarding rati_cation of remuneration payable to the cost auditor forms part of the notice convening the Annual General Meeting of the Company. The Company is required to maintain cost records pursuant to an order of the Central Government and accordingly such records and accounts are maintained.

Pursuant to provisions of Section 204 of the Companies Act, 2013, rules made there under, and Regulation 24A of SEBI Listing Regulations, M/s. MKB & Associates, Company Secretaries, (Firm Registration No. P2010WB042700) were the Secretarial Auditor of the Company for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended 31st March 2025 is attached as Annexure IV and forms part of this Report. The Secretarial Audit Report does not contain any qualification, adverse remark or disclaimer. Further, Secretarial Audit Report for the financial year ended 31st March 2025 of Fort Gloster Industries Limited, material unlisted subsidiary of the Company, is appended to this Report as

Pursuant to the provisions of Regulation 24A of SEBI Listing Regulations read with SEBI Circulars issued in this regard, the Company has undertaken an audit for the financial year 2024-25 by M/s MKB & Associates, Company Secretaries and the Annual Secretarial Compliance Report has been submitted to the Stock Exchanges within 60 days of the end of the financial year. Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, the Board of Directors at its meeting held on 29th May 2025, upon the recommendation of the Audit Committee, appointed M/s MKB & Associates, Firm of Company Secretaries in Practice (FRN: P2010WB042700) as Secretarial Auditor for a term of five consecutive years commencing from financial year 2025-26, subject to the approval of the shareholders at the forthcoming AGM of the Company. The Company has received necessary certificates and consents from M/s MKB & Associates to act as the Secretarial Auditor of the Company.

The company has complied with Secretarial Standards relating to General Meetings and Board Meetings as issued by Institute of Company Secretaries of India.

Pursuant to the provisions of Section 92 (3) read with section 134(3) (a) of the Companies Act, 2013, the draft copy of the annual return for the F.Y. 2023-24 is uploaded on the website of the Company at web link https://www.glosterjute.com/annualreturn.

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure V and forms part of this Report.

The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure VI A and forms part of this Report.

The details of employees who are in receipt of remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure VI B and forms part of this Report.

Your company has not accepted any deposits as envisaged under Section 73 to 76 of the Companies Act, 2013 read with Companies

(Acceptance of Deposit) Rules, 2014 during the financial year under review.

Details of Loans granted , Guarantees given and Investments made are covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. The loans have been advanced by the Company for normal business purposes of the borrower.

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

In terms of provisions of Section 134(3)(c) of the Companies Act, 2013 your Directors confirm that : i) In the preparation of Annual Accounts, the applicable Standards have been followed and that there are no material departures; ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period; iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) The annual accounts have been prepared on a going concern basis; v) The Directors have laid down internal financial controls for the Company which are adequate and are operating effectively; vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

A separate section on Business Responsibility & Sustainability Report forms part of this Annual Report as required under Regulation 34(2)(f) of the Listing Regulations as Annexure VII.

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

The Board desires to place on record its appreciation for the support and co-operation that the Company has received from suppliers, brokers, customers and others associated with the Company as its enterprise partners. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be Company's endeavour to build and nurture strong links with trade, based on mutuality, respect and co-operation with each other.

The Company's shares are tradable compulsorily in electronic form. In light of the provisions of Regulation 40 of SEBI Regulations, read with SEBI circulars, Members may please note that the transfer of shares will be in dematerialized form only. In view of the above and to avail advantages offered by the Depository System as well as to avoid frauds, Members holding shares in physical mode are advised to avail the facility of dematerialization from either of the Depositories viz. National Securities Depository Ltd or Central Depository Services (India) Ltd. As on 31st March 2025, 98.32% of the Company's total paid up capital representing 1,07,59,841 equity shares are in dematerialized form.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the Rules thereunder for prevention, prohibition and redressal of complaints of sexual harassment at workplace.

The company has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year, no complaint was lodged with the Internal Complaints Committee during the year under review and no complaint is pending as at the end of the financial year 2024-25.

The Subsidiary Companies do not pay any remuneration to the Executive Chairman or the Managing Director of the Company. Accordingly, disclosure under section 197(14) of the Companies Act 2013 is not applicable.

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year for the company and date of this Report.

The Company has not made or received any application under the IBC during the Financial Year.

The Company has not made any one time settlement with the Banks

Pursuant to applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting ,Audit ,Transfer and Refund) Rules, 2016 ("IEPF Rules) all unpaid or unclaimed dividends that are required to be transferred by the Company to the Investor Education and Protection Fund established by the Central Government ,after completion of seven years from the date of the declaration of dividend are transferred to IEPF .Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more are also transferred to the demat account to the IEPF Authority.

Pursuant to the provisions of Section 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) as amended, unpaid and/or unclaimed dividend of Rs. 6,62,625 /- pertaining to the financial year ended on 31st March 2017 were transferred during the financial year to the Investor Education and Protection Fund. Shareholders/claimants whose shares or unclaimed dividend have been transferred to the IEPF may claim those dividend s from the IEPF authority by complying with the prescribed procedure and filing the e-form IEPF -5 online with MCA portal.

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, solidarity and support, your Company's achievements would not have been possible. Your Directors also wish to thank its customers, brokers dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

Your Directors take this opportunity to thank all investors, customers, vendors, bankers, regulatory and government authorities and stock exchanges, for their continued support and faith reposed in the Company.