Indo Count Industries Ltd

<dhhead-BOARD?S REPORT</dhhead-

Dear Members

On behalf of the Board of Directors ("the Board"), it gives me immense pleasure to present the Thirty Sixth (36th) Annual Report on the business and operations of your Company together with the Audited Financial Statements for the year ended 31st March, 2025.

FINANCIAL RESULTS

OPERATIONAL AND FINANCIAL PERFORMANCE

Despite the challenging and weak global economic environment, our business operations continue to deliver value enabling us to drive growth across key markets globally. Your Company has achieved highest ever sales volume of 106.40 million meters and turnover of RS.4,151.39 crores on a consolidated basis during the year under review.

At a consolidated level, the total income increased by 16.39% to RS.4190.90 crores for FY 2024-25 as against RS.3,600.79 crores in the previous year. EBIDTA for the year under review is RS.573.31 crores as against RS.602.74 crores in the previous year. Net Profit for the year under

review is RS.246.00 crores as against RS.337.92 crores in the previous year.

On a standalone basis, total income increased by 13.10% to RS.3,821.21 crores for the year ended 31st March, 2025 as against RS.3,378.55 crores in the previous year. Further, EBIDTA for the year under review is RS.513.52 crores as against RS.569.17 crores in the previous year. Net Profit for the year under review is RS.237.21 crores as against RS.320.30 crores in the previous year.

The financial and operational performance overview and outlook is provided in detail in the Management Discussion and Analysis forming part of this Annual Report.

RESERVES & DIVIDEND

During the year under review, your Company has not transferred any amount to the General Reserves. As on 31st March, 2025, Reserves and Surplus (other equity) of the Company were at H 2,196.63 crores including retained earnings of H 2,184.57 crores.

Continuing the past trend of declaring dividend, your Directors are pleased to recommend a Final Dividend @ 100% i.e. RS.2/- per equity share of face value of RS.2/- each amounting to RS.39,61,08,680/- subject to the approval of members of the Company at the ensuing Annual General Meeting (AGM). The aforesaid dividend is in line with the Dividend Distribution Policy adopted by the Company.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Board has approved and adopted the Dividend Distribution Policy and the same has been displayed on the Company?s website at the link - https://www.indocount.com/images/ investor/Dividend-Distribution-Policy.pdf

STATE OF COMPANY?S AFFAIRS

The state of your Company?s affairs has been covered as part of the Management Discussion and Analysis for the year under review, which as stipulated under the SEBI Listing Regulations is presented in a separate section forming part of this Annual Report.

SHARE CAPITAL

The paid-up equity share capital of the Company as on 31st March, 2025 was RS.39,61,08,680/-. During the year under review, there has been no change in the Authorised, Issued, Subscribed and Paid-up Share Capital of your Company.

Your Company has not issued any equity shares with differential voting rights, convertible securities, warrants or sweat equity shares. Further, your Company does not have any employee stock option scheme or employee stock purchase scheme.

CREDIT RATING

During the year under review, for long term bank facilities of your Company, credit rating re-affirmed by ICRA is "AA-" (Double A minus) with Stable outlook and CareEdge

re-affirmed credit rating to "AA-" (Double A minus) with Positive outlook. This credit rating signifies strong degree of safety regarding timely servicing of financial obligations. Such facilities carry low credit risk.

Further, for the Company?s short term bank facilities, credit rating re-affirmed by ICRA and CareEdge is "A1+" (A One Plus). This credit rating signifies very strong degree of safety regarding timely payment of financial obligations. Such facilities carry lowest credit risk.

DECLARATION OF INDEPENDENT DIRECTORS

Pursuant to Section 134(3)(d) of the Companies Act, 2013 ('Act'), your Company confirm having received necessary declarations from all the Independent Directors under Section 149(7) of the Act declaring that they meet the criteria of independence laid down under Section 149(6) of the Act and Regulation 16(b) of the SEBI Listing Regulations.

BOARD EVALUATION

Pursuant to provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of the performance of the Board, its Committees and of individual Directors. Performance evaluation has been carried out as per the Nomination & Remuneration Policy of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company are prepared in accordance with the Indian Accounting Standards (Ind-AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements of the Company for the year ended 31st March, 2025 along with the Auditors? Report forms part of this Annual Report.

The Audited Financial Statements of your Company and subsidiaries are available on the website of the Company at www.indocount.com. Further a copy of the Audited Financial Statements of the subsidiaries shall be made available for inspection at the registered office of the Company during business hours on any working day up to the date of the Annual General Meeting. As per Section 136 of the Companies Act, 2013, any shareholder interested in obtaining a copy of separate Financial Statements of the subsidiaries shall make a specific request in writing to the Company Secretary.

STRATEGIC ACQUISITIONS

Over the past three years, your Company has consistently invested in strategic initiatives to broaden its global footprint. In FY 2025, your Company accelerated its acquisition activity, capitalizing on opportunities to expand its international presence, strengthen its brand portfolio, and unlock new avenues for long-term growth.

Through its wholly owned subsidiary, Indo Count Global Inc., the Company successfully completed key acquisitions, including the iconic brand Wamsutta, and U.S. based utility bedding firms Fluvitex USA Inc. and Modern Home Textiles Inc. These acquisitions collectively strengthen the Company?s position in the premium and utility bedding segments across North America, enhancing its brand strength and operational capabilities.

Brand ‘Wamsutta?

Founded in 1846, Wamsutta is an iconic name in the home fashion industry, cherished by generations of consumers for its luxurious bedding, bath linens, window treatments, and decorative accessories. Widely recognized as a preferred brand in the United States, Wamsutta stands for timeless elegance, comfort, and quality.

The Company acquired Wamsutta from Beyond Inc. via its U.S. subsidiary Indo Count Global, Inc., reinforcing the Company?s foothold in the premium segment. With collections designed to reflect diverse tastes and interiors, Wamsutta is poised to become a powerful driver in the Company?s branded business strategy.

Fluvitex USA, Inc.

Indo Count Global Inc. acquired an 81% stake in Fluvitex USA, Inc., part of the Spanish textile machinery firm Masias Invest, S.L. Founded in 1944, Masias is known for its innovation and technical excellence.

Fluvitex operates a high-capacity pillow and quilt manufacturing facility in Columbus, Ohio, capable of producing 5 million pillows and 1.5 million quilts annually. Its strategic location enables efficient distribution across the United States and Canada, with revenue potential about USD 50 million. This acquisition strengthens your Company?s position in the utility bedding segment and boosts its manufacturing capabilities in the United States.

Modern Home Textiles, Inc.

Your Company further expanded its U.S. presence by acquiring a 100% stake in Modern Home Textiles Inc. (MHT), a Phoenix, Arizona-based manufacturer specializing in pillows.

With an annual capacity of 8 million pillows, MHT brings innovation and sustainable solutions to Indo Count?s utility bedding portfolio. This acquisition will help scale production, meet rising demand, and enhance distribution efficiency across the United States.

Brand Licensing Partnerships

To further strengthen its branded offerings, your Company signed licensing agreements with leading names in the U.S. home textile space. Through a collaboration with Iconix Brand Group Inc., Indo Count will manufacture, market, and distribute products under the legacy brands Fieldcrest and Waverly across the U.S. and Canada, covering categories like bedding, bath, window treatments, and utility bedding.

Your Company also partnered with Serta Simmons Bedding, a century-old global sleep company, to manufacture and distribute Beautyrest utility bedding products in the United States. This synergy is poised to leverage Indo Count?s manufacturing scale and distribution strength alongside Beautyrest?s innovative product line.

CAPITAL EXPENDITURE

Your Company has continued to invest in creating new manufacturing facilities through inorganic growth and also ramped up existing manufacturing facilities to build capacities to meet future demand. Your Company is also investing in technology, automation and IT infrastructure to help build seamless business operations. Your Company invested RS.101.63 crores on capital expenditure during FY 2025.

SUBSIDIARIES

As on 31st March, 2025, your Company has four (4) wholly owned subsidiaries viz. Indo Count Retail Ventures Private Limited, Indo Count Global, Inc., Indo Count UK Limited and Indo Count Global DMCC.

During the year under review, your Company through its wholly owned subsidiary- Indo Count Global, Inc., has acquired two step down subsidiaries viz. Fluvitex USA, Inc. (81% stake), and Modern Home Textiles, Inc. (100% stake).

Further, your Company has incorporated a step down wholly owned subsidiary - Indo Count Global East, Inc., to establish a greenfield manufacturing facility in North Carolina, USA, which enables the Company to strengthen its market presence and improve customer service across the USA.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("the Act") read with rules made thereunder, a statement containing salient features of the financial position of subsidiaries is given in Form AOC-1 attached as "Annexure 1" forming integral part of this Report. As required under Section 134 of the Act, the said form also highlights performance of the subsidiaries.

Your Company does not have any Associate Company as defined under the Companies Act, 2013 and has not entered into any joint venture agreement during the year under review.

During the year under review, Indo Count Global, Inc. is a material subsidiary. Your Company has adopted a policy on material subsidiaries and the same is uploaded on the website of the Company which can be accessed through the web-link https://www.indocount.com/images/investor/ Policy-on-Material-Subsidiaries.pdf

Reappointment

Based on the recommendation of the Nomination and Remuneration Committee (NRC) of the Company, the Board of Directors at its meeting held on 30th May, 2025, approved

(i) the re-appointment of Mr. Anil Kumar Jain (DIN: 00086106) as a Whole-time Director designated as "Executive Chairman" of the Company for a further period of three (3) years w.e.f. 1st October, 2025.

(ii) the re-appointment of Mr. Mohit Jain (DIN: 01473966) as a Whole-time Director designated as "Executive Vice Chairman" of the Company, for a further period of three (3) years w.e.f. 1st July, 2025.

(iii) the re-appointment of Mr. Kamal Mitra (DIN: 01839261) as a Whole-time Director of the Company for a further period of three (3) years w.e.f. 1st October, 2025.

Further, the Board of Directors through resolution passed by circulation on 26th May, 2025, based on the recommendation of the Nomination and Remuneration Committee of the Company, approved the re-appointment of Mr. Akash Kagliwal (DIN: 01691724) and Mr. L. Viswanathan (DIN: 00193056) as Non-Executive, Independent Directors of the Company for a second term of five (5) consecutive years w.e.f. 30th May, 2025 to 29th May, 2030, subject to the approval of the members at the ensuing Annual General Meeting. Mr. Akash Kagliwal and Mr. L. Viswanathan fulfil the criteria and conditions specified in the Companies Act, 2013 for such re-appointment.

All Independent Directors of the Company have registered themselves in the Independent Directors databank maintained with the Indian Institute of Corporate Affairs (IICA). Further, in the opinion of the Board of Directors of the Company, all Independent Directors possess requisite integrity, expertise and experience including the proficiency required to discharge the duties and responsibilities as Directors of the Company.

Retiring by rotation

Mr. Kamal Mitra (DIN: 01839261), Whole-time Director of the Company, retires by rotation and being eligible offers himself for re-appointment. The Board recommends his re-appointment and the same forms part of the notice of 36th Annual General Meeting. The disclosures required regarding re-appointment of Mr. Kamal Mitra pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meeting issued by the Institute of Company Secretaries of India (ICSI) are given in the Notice of AGM, forming part of the Annual Report.

Key Managerial Personnel

As on the date of this report, the following are Key Managerial Personnel of your Company as per Section 2(51) and 203 of the Companies Act, 2013:

- Mr. Kailash R. Lalpuria, Executive Director & CEO

- Mr. K. Muralidharan, President- Finance & Group CFO

- Mr. Manish Bhatia, Senior VP- Finance & CFO and

- Mr. Satnam Saini, Company Secretary & GM- Legal

NUMBER OF BOARD MEETINGS

During the financial year ended 31st March, 2025, six (6) Board Meetings were held with a minimum of one (1) meeting in each quarter and the gap between two (2) consecutive Board meetings was less than one hundred and twenty days (120). For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

COMPANY?S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

Pursuant to Section 178(3) of the Companies Act, 2013, the NRC has formulated the "Nomination and Remuneration Policy" which deals inter-alia with the appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other employees. The said policy is uploaded on the website of the Company and web-link thereto is

https://www.indocount.com/images/investor/

Nomination-and-Remuneration-Policy.pdf

DIRECTORS? RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state and confirm that:

1. In the preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. Such accounting policies as mentioned in the notes to the Financial Statements for the year ended 31st March, 2025 have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit of the Company for the year ended on that date;

3. Proper and sufficient care has been taken 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;

4. The annual financial statements for the year ended 31st March, 2025 have been prepared on a going concern basis;

5. Internal financial controls to be followed by the Company have been laid down and that the said financial controls were adequate and were operating effectively;

6. Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Guided by the core philosophy "Every Smile Counts", your Company remains deeply committed to creating meaningful social impact through its Corporate Social Responsibility (CSR) initiatives.

Your Company's CSR programs are primarily executed through the Indo Count Foundation, with strategic collaborations with various non-profit organizations to enhance reach and effectiveness. Our approach emphasizes

participatory and community-led engagement, responding proactively to evolving socio-economic and environmental needs.

Over the past five years, the Company?s CSR efforts have made significant contributions across key development areas such as Education, Healthcare, Sports Promotion, Women Empowerment, and Water & Sanitation in the communities in which we operate.

This ongoing commitment reflects Indo Count?s belief in creating inclusive and sustainable change, where every act of kindness, every shared resource, and every smile truly counts.

Pursuant to provisions of Section 135 of the Companies Act, 2013, your Company has formulated a Corporate Social Responsibility (CSR) policy. The said CSR Policy of the Company was amended in line with the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 and the updated CSR policy is available on the website of the Company and web-link thereto is https:// www.indocount.com/images/investor/Corporate-Social- Responsibility-CSR-Policy.pdf

The Report on CSR activities implemented by the Company during the year under review is provided as "Annexure 2" to this Report.

AUDIT COMMITTEE

As on 31st March, 2025, the Audit Committee comprises of five (5) Directors /Members out of which four (4) are Independent Directors. The said composition is as per Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. More details on the Audit Committee are given in the Corporate Governance Report. All the recommendations made by the Audit Committee during the year under review were accepted by the Board.

AUDITORS Statutory Auditors

In accordance with the provisions of Section 139 of the Companies Act, 2013, at the Annual General Meeting held on 29th September, 2022, M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/ N500016) were appointed as the Statutory Auditors of the Company for a term of five (5) years commencing from the conclusion of 33rd Annual General Meeting (AGM) till the conclusion of the 38th AGM of the Company to be held in the Financial year 2026-27.

The Auditors? Report on standalone and consolidated financial statements for the year ended 31st March, 2025 forms integral part of this Annual Report. The Auditors? Report does not contain any qualifications, reservations, adverse remarks and disclaimer. Notes to the Financial Statements are self-explanatory and do not call for any further comments.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules thereunder, the Board had appointed Ms. Kala Agarwal, Practicing Company Secretary (FCS No.: 5976; CP No.: 5356) as Secretarial Auditor to conduct Secretarial Audit of the Company for the year ended 31st March, 2025.

The details of the reports and certificate received from Ms. Kala Agarwal, for the financial year 2024-25, are as under:

a. Secretarial Audit Report under Section 204 of the Act read with Rules made thereunder and Regulation 24A of the Listing Regulations, is set out in "Annexure 3" to this Report.

b. Secretarial Compliance Report in relation to compliance with all applicable SEBI Regulations/ Circulars/Guidelines issued thereunder, Secretarial Standards issued by the ICSI, pursuant to requirement of Regulation 24A of the Listing Regulations.

The Secretarial Audit Report and Secretarial Compliance Report does not contain any qualifications, reservations or adverse remark.

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees under Section 143(12) of the Companies Act, 2013 details of which needs to be mentioned in this Report.

Appointment of Secretarial Auditor of the Company

Pursuant to the amendment of the SEBI Listing Regulations with effect from 12th December, 2024, every listed entity shall appoint a Secretarial Auditor (who shall be a Peer-reviewed individual Company Secretary or a firm) for not more than five (5) years to undertake Secretarial Audit, which shall be subject to the recommendation of the Board of Directors and approval of the Shareholders in the Annual General Meeting.

In line with the above SEBI amendment, the Board, subject to the approval of the Members, recommends to appoint M/s. Vikas R Chomal & Associates as Secretarial Auditor of the Company for a period of five (5) financial years commencing from FY 2025-26 to FY 2029-30 on such terms of remuneration, including reimbursement of out-ofpocket expenses, as may be mutually agreed between the Board of Directors of the Company and the Secretarial Auditor. In connection with the proposed appointment, M/s. Vikas R Chomal & Associates, Practicing Company Secretary, has confirmed his eligibility and independence to conduct the Secretarial Audit of the Company the necessary resolution seeking the approval of the Members for the said appointment forms part of the Notice of the 36th AGM.

SEGMENT

The Company operates only in a single segment i.e. Textiles.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public, under Chapter V of the Companies Act, 2013.

CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule V of the Listing Regulations, your Company has complied with the requirements of corporate governance. A Corporate Governance Report along with Certificate from M/s. Vikas R Chomal & Associates, Practicing Company Secretary, confirming compliance of corporate governance for the year ended 31st March, 2025 is provided separately and forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis containing Information inter-alia on industry trends, your company?s performance, future outlook, opportunities and threats for the year ended 31st March, 2025, is provided in a separate section forming an integral part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

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

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at https://www.indocount. com/images/investor/Draft-Annual-Return-Form-MGT-7- FY-2024-25.pdf

SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meeting of the Board of Directors? and ‘General Meetings? respectively. The same has also been confirmed by the Secretarial Auditors of the Company in the Secretarial Audit Report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) entered during FY 2024-25 were on arm?s length basis and in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. During the year under review, your Company did not enter into any material RPT under the provisions of Section 188 of the Act and Listing Regulations, accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company and hence does not form part of this report.

The prior approval of the Audit Committee is obtained for all Related Party Transactions. A statement of all Related Party Transactions is reviewed by the Audit Committee on a quarterly basis. Your Company has adopted a policy on Related Party Transactions and it has been uploaded on the Company?s website at https://www.indocount.com/ images/investor/Policy-on-Related-Party-Transactions.pdf

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES, SECURITIES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, your Company has given loans and corporate guarantee to Indo Count Global, Inc. under Section 186 of the Companies Act, 2013. Particulars of investments and disclosure required under Section 186(4) of the Companies Act, 2013 are provided in the notes to the standalone financial statements.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of the business and is committed to manage risks in a proactive and efficient manner. Your Company has adopted a Risk Management Policy for risk identification, assessment and mitigation. Major risks identified by the Company are systematically addressed through mitigating actions on a continuous basis. Some of the risks that the Company is exposed to are Competition risk, Credit risk, ESG risk, raw material risk, concentration risk, cyber security risk etc. Risk factors and mitigation are covered extensively in the ESG Report. The Internal Audit Reports and Risk Management Framework are reviewed by the Audit Committee. The Company also has in place a Risk Management Committee to assess the risks and to review the risk management plans of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, your Company has established a vigil mechanism for Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected incidents of fraud or violation of the Code of Conduct. The details of the Vigil Mechanism/ Whistle Blower Policy are provided in the Corporate Governance Report. The Vigil Mechanism/Whistle Blower Policy may be accessed on the Company?s website at https:// www.indocount.com/images/investor/Whistle-Blower- Policy-Vigil-Mechanism.pdf

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company always endeavours to provide a conductive work environment that is free from discrimination and harassment including sexual harassment. Your Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy for prevention of Sexual Harassment of Women at the workplace. It has set up an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to look into complaints relating to sexual harassment of women at the workplace. During the year under review, no complaints pertaining to sexual harassment were received and no complaint was pending as on 31st March, 2025.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required under Section 134(3)(m) of the Companies Act, 2013 read with rules thereunder is given as "Annexure 4" forming part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The 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 regarding Remuneration of Directors, Key Managerial Personnel and other related disclosure is given as "Annexure 5" to this Report.

Information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 viz. Details of top ten (10) employees of the Company in terms of remuneration drawn during FY 2024-25 and particulars of employees drawing remuneration in excess of the limits specified in Rule 5(2) of the said rules is provided in "Annexure 5" forming part of this Report. As per the provisions of Section 136 of the Companies Act, 2013, the Annual Report and Accounts are being sent to the members of the Company excluding the said Annexure. Any member interested in obtaining a copy of said Annexure may write to the Company Secretary at the Registered Office of the Company. The said annexure will be available for inspection by the members at the Registered Office of the Company twenty-one (21) days before and upto the date of the ensuing Annual General Meeting during business hours on any working day.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company maintains adequate internal control systems and procedures commensurate with its size and nature of operations. The internal control systems are designed to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorisation of transactions, safeguard the assets of the Company, prevent misuse/ losses and ensure legal compliance.

The internal control systems include a well-defined delegation of authority and a comprehensive Management Information System coupled with quarterly reviews of

operational and financial performance and a well-structured budgeting process with regular monitoring of expenses and internal audits. The Internal Audit reports are periodically reviewed by the management and the Audit Committee and necessary improvements are undertaken, if required.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company?s operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2024-25 and the date of this Annual Report.

AWARDS

During the year under review, the Company has received the following awards:

1. Winner - CII 18th National Award for Excellence in Water Management 2024, in the "Within the Fence"

category. This award recognizes the Company?s commitment to sustainable water management and responsible use of resources.

2. Mr. Anil Kumar Jain, Executive Chairman, was honoured with the prestigious ‘Vastra Ratna? (Global Achiever) Award by Texprocil, in recognition of his outstanding contributions to promoting excellence in the Indian Cotton Textiles sector.

3. Winner - in two categories of The Global CSR & ESG Awards 2024 - Best Wastewater Treatment Initiative and Best Environment Friendly Initiative.

These awards recognize the Company?s innovations within its manufacturing facilities and its CSR impact within its communities.

4. Winner - Excellence in Waste Reduction and Circular Innovation Leadership and Winner- BSL Best Sustainable Retail Practices. The Confederation of Indian Textile Industry (CITI), as part of the CITI Sustainability Awards 2024-25, recognised the Company for its commitment to sustainability and innovation in the textile industry.

5. The 'Home Excellence Award' for Supplier/ Manufacturer by the Home Fashion Products Association, recognizing the Company's outstanding achievements in business expansion and continued commitment to sustainability and corporate social responsibility.

GENERAL

Your Directors state that:

1. During the year under review, there was no change in the nature of business of the Company.

2. Cost audit was not applicable to the Company during the year under review. However, pursuant

Complete Comfort

to the Order made by the Central Government for the maintenance of cost records under Section 148(1) of the Act, the prescribed accounts and records have been made and maintained.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors wish to place on record their appreciation for the dedicated service and contribution made by the employees of the Company at all levels.

Your Directors would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from its customers, suppliers, bankers, financial institutions, business partners and other stakeholders.