(Amount in Lakhs)

During the year under review, the Company has earned sales income of Rs. 10,536.01 Lakhs (Previous year Rs. 8138.27 lakhs) and other income Rs. 393.38 Lakhs (Previous year Rs. 25.44 Lakhs) on standalone basis. After providing depreciation, finance charges and tax the Company has earned

Net profit of Rs. 312.43 Lakhs (Previous year company earned Net profit Rs.159.90 Lakhs). On a consolidated basis, the company has earned sales revenue of Rs. 26,202.36 (Previous year Rs.13,241.06 Lakhs) and net profit of Rs. 447.49 Lakhs (Previous year Rs. 286.69 Lakhs).

In order to conserve the reserves for further expansion of business the directors do not recommend any dividend.

The Company has not transferred any amount to reserves during the year under review.

The management broke down the organizational objectives into divisional goals which were further cascaded to the respective functions providing complete clarity of what needs to be done to meet the aspirations of the organization. This helped identify and plug gaps in the systems processes skill sets and products which have kept the company ready to take a plunge when evergreen shoots of revival show up.

The team worked throughout the year to improve its product offering with better features. It also streamlined its systems and processes to enhance productivity and optimize cost and time for manufacture.

The company is making efforts to improve the business and your Directors are optimistic of better performance during the forthcoming year.

Your Company has not invited or accepted any deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), from public during the year under review.

There was no change in the nature of business of the company during the financial year under review.

Authorized Share Capital:

The Authorized share capital of your company stood at Rs.62,00,00,000 (Rupees Sixty-Two crores only/) divided into 62,00,00,000 (Sixty-Two Crore) equity shares of Rs.1/- each as on 31^st March, 2026.

Issued, Paid-up and Subscribed Capital:

The issued capital of the company as on date is Rs. 59,22,65,895.00 (Comprising of 59,22,65,895 Equity shares at Rs.1/- each).

The Paid-up share capital of the company as at the year-end is Rs.44,44,60,075/- (Rupees Forty-Four Crores Forty-Four Lakhs Sixty Thousand and Seventy-Five Rupees) comprising of 44,44,60,075 equity shares @Rs.1/- each

During the year under review your company has completed the issue of First call money and Second and Final Call Money from holders of partly paid shares pursuant to Rights issue. The total amount received by the company during the call period is Rs. Rs.25.82 Crores.

As per the provision of the Companies Act, 2013, Mrs. Shikha Aggarwal (DIN: 03373965), Whole time Director retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment.

In terms of provisions of Companies Act, 2013, Mrs. Shikha Aggarwal (DIN: 03373965) will retire by rotation at the ensuing Annual General meeting in pursuance to Section 152 of Act and being eligible offers herself for re-appointment. Your board of directors recommends her appointment for your approval. The details pursuant to SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is annexed with the notice of AGM.

There are no other changes in the Key Managerial personnel during the year under review.

10. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

Your Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will be able to leverage different skills, qualifications, professional experiences, perspectives and backgrounds, which is necessary for achieving sustainable and balanced development. The Nomination and Remuneration Committee had adopted principles for identification of Key Managerial Personnel, Senior Management including the Executive Directors. Pursuant to Section 134(3)(e) and Section 178(3) of the Act, the Nomination and Remuneration Policy adopted by the Board also sets out the criteria for determining qualifications, positive attributes and independence while evaluating a person for appointment / re-appointment as Director or as KMP with no discrimination on the grounds of gender, race or ethnicity, nationality or country of origin, and to also determine the framework for remuneration of Directors, KMP, Senior Management Personnel and other employees.

No change has been made in the Nomination and Remuneration Policy during the Financial Year under review. The detailed Nomination and Remuneration Policy is available on the website of the Company www.garmentmantra.com

11. AUDITORS:

(A) STATUTORY AUDITORS

M/s. Balaji and Thulasiraman, (Firm Registration No: 007262S) Tirupur are the Statutory Auditors of the Company who will hold office up to the conclusion of 19^th Annual General Meeting

Further the Auditors' Report for the financial year ended, 31st March, 2026 is annexed herewith for your kind perusal and information. There are no observations/comments given by the Auditors in their report read together with notes to Accounts and hence do not call for any further comments under section 134 of the Companies Act, 2013.

(B) SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. G.V and Associates, Practicing Company Secretaries (FRN: P2004TNO81200), continue as the Secretarial Auditor of the Company. They have conducted the Secretarial Audit for the financial year ended March 31, 2026.

The Secretarial Audit Report for the financial year ended March 31, 2026 and the Annual Secretarial Compliance Report pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed to this Report as Annexure A.

(C) COST AUDITOR

The Board of Directors have appointed Mr. B Venkateswar (Membership No: 27622), Practicing Cost & Management Accountants as Cost Auditors to conduct audit of the cost records maintained by the Company pertaining to fabrics and garments for the financial year 2025-26

Your Company has prepared and maintained the cost records as specified by the Central Government under Section 148(1) of the Act.

Further the board of directors have appointed Mr. B Venkateswar (Membership No: 27622), Practicing Cost & Management Accountant to conduct cost audit for the financial year 2026-27. Further pursuant to Section 148 of the Companies Act, 2013 read with related rules thereunder, the board recommends ratification of remuneration payable to cost auditor for the financial year 2026-27 for your approval

12. ISSUE OF EQUITY SHARES ON RIGHTS BASIS:

During the year under review your company has completed the issue of First call money and Second and Final Call Money from holders of partly paid equity shares. The total amount received from eligible shareholders during the call period is Rs. Rs.25.82 Crores.

13. CLARIFICATION ON STATUTORY AUDITOR'S REMARK IN THEIR REPORT:

There were no qualifications or reservations or adverse remarks in the Statutory Auditor's report and hence no clarification is required.

14. CLARIFICATION ON SECRETARIAL AUDITOR'S REMARK IN THEIR REPORT:

The qualifications raised by the secretarial auditors in the report seem to be self-explanatory and does not require detailed note on the same.

15. REPORT OF FRAUD BY AUDITORS UNDER SECTION 143(12) OF COMPANIES ACT, 2013:

During the year under review, the Statutory Auditors or Secretarial Auditor of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Act, including rules made thereunder.

16. ANNUAL RETURN:

The annual return pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 forms a part of Boards Report and the same shall be made available on the website of the company www.garmentmantra.com

17. SUBSIDIARY COMPANIES:

Your Company has two subsidiaries viz., Hylex Fashion Private Limited and Twenty Twenty Trading LLP. The statement under Section 129(3) of the Companies Act, 2013 in respect of the subsidiary in Form AOC-1 is attached as Annexure B. However, the shareholders may please note that the company has disinvested its contribution from Twenty Twenty LLP during the current year 2026-27.The Consolidated Accounts of the company duly audited by the Statutory Auditors are presented as part of this Report. The financial statements together with related information and other reports of the subsidiary are available on the website of the company at www.garmentmantra.com The Company's policy on material subsidiary is also available on the website at www.garmentmantra.com

18. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the Financial Year 2025-26, 7 (Seven) Board Meetings, 5 (Five) Audit Committee meetings, 1(One) Nomination and Remuneration Committee meeting, 1(One) Stakeholder Relationship Committee meeting, 1(One) Independent Directors meeting, 7 (Seven) Rights Issue Committee meetings were held within the period prescribed under the Companies Act, 2013 and SEBI (LODR)

Regulations, the details of which are given in the Corporate Governance Report.

19.STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR:

The Company has received declaration of independence from all the Independent Directors as stipulated under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, con rming that they meet the criteria of independence, which has been duly assessed by the Board as part of their annual performance evaluation exercise. Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, Independent Directors have also con rmed that they are not aware of any circumstances or situations, 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 in uence.

The Independent Directors have con rmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

20.STATEMENT ON DECLARATION BY MANAGING DIRECTOR:

The Managing Director of the company has given declaration that members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management as laid down under the provisions of the Companies Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The declaration is placed as Annexure C to director's report.

21.MANAGEMENT DISCUSSION AND ANALYSIS

The Company has recorded an impressive revenue growth on a year-on-year basis, reflecting strong business momentum and continued demand across key export markets. This growth has been driven by a robust order book, enhanced product offerings, and strengthening relationships with global buyers.

With easing geopolitical tensions in the Middle East, the Company remains optimistic about a strong performance supported by a healthy pipeline of confirmed and prospective export orders.

With improving global conditions, particularly in key export regions, the company is witnessing encouraging demand trends. Our strong order pipeline provides good visibility and we remain confident of sustaining our growth trajectory while continuing to explore new markets and product segments. Domestically, the company continues to strengthen its wholesale network through hubs in Tirupur and Surat, enabling efficient service and competitive pricing across India's major regions.

Your Company has evolved from a domestic-focused player into a growing export-driven enterprise.

With a clear focus on export markets, product diversification, and operational excellence the company continues to strengthen its footprint across international markets while contributing to India's textile export growth story.

The Company continues to operate in the textile and garment manufacturing segment and remains focused on strengthening its market position through quality products, operational efficiency and customer-centric solutions

In terms of provisions of Regulation 34 of the SEBI(Listing obligations and Disclosures Requirements) Regulation, 2015, the Management's discussion and analysis is set out below:

I. Industry Structure and Development

India's economy continued to demonstrate resilience amid global macroeconomic challenges, consistently outperforming the global average on the back of strong domestic demand, GST rationalization, and resilient policy push. Despite external pressures such as supply chain disruptions and inflation, the country has maintained relative economic stability. In 2024 25, India's real GDP is estimated at Rs. 299.89 lakh crore, grown by 7.1%, supported by sustained growth across manufacturing, services, and infrastructure sectors, reflecting the economy's ability to adapt to evolving global conditions. Nominal GDP has reached ' 318.07 lakh crore, underscoring India's expanding presence in the global economy. Going forward, continued investments, rapid digitalization, and a favourable demographic profile are expected to further strengthen India's growth outlook.

India's textile and apparel market is estimated to be worth US$ 194 billion in 2025-26. This market has demonstrated consistent growth over time, driven primarily by strong domestic demand. The industry is largely driven by the domestic market, which accounts for US$ 157 billion (81%), while exports contribute US$ 37 billion (19%), indicating a strong internal consumption base alongside a significant export presence

Within the domestic segment, apparel dominates with US$ 115 billion, making it the largest contributor, supported by rising disposable income and increasing fashion consumption. Technical textiles form the second-largest segment at US$ 30 billion, reflecting growing demand across sectors such as healthcare, infrastructure, and automotive. Home textiles contribute US$ 12 billion, driven by steady demand in both urban and export-linked categories

Despite the global uncertainties & macro-economic challenges, India's domestic market has shown resilience over the past few years. India's domestic textile and apparel (T&A) market is estimated to US$ 157 billion in 2025-26, reflecting a growth of 7% compared to the previous year. Apparel dominates, contributing US$ 115 billion, while home textiles (US$ 12 billion) and technical textiles (US$ 30 billion) are steadily growing.

The domestic Textiles and Apparels market is expected to grow at a CAGR of 9% from 2025-26 onwards and reach US$250 billion by 2030-31. Technical textiles are expected to be the fastest-growing segment, reaching US$ 54 billion by 2030-31, while home textiles will expand to US$ 16 billion. With the GST 2.0 reforms effective September 22, 2025, the threshold for the concessional

5% GST rate on readymade garments was raised from Rs.1,000 per piece to Rs. 2,500 per piece. This effectively expands affordable apparel access for middle- and lower income households, the segment that drives volume in India's domestic market. Simultaneously, GST on man-made fiber was reduced from 18% to 5%, and on man-made yarns from 12% to 5% addressing a longstanding inverted duty structure that had suppressed margins across the MMF value chain. Together, these changes are expected to stimulate domestic consumption, improve manufacturing competitiveness for MMF-based apparel, and reduce working capital locked in unadjusted input tax credits.

Further, the extension of the PLI Scheme with revised, more accessible thresholds and PM MITRA's transition into mission mode are expected to catalyze fresh capital investment in textile manufacturing, expand domestic production capacity, and strengthen India's competitiveness across the value chain.

II. Opportunities and Threats

Opportunities

Growing domestic demand for textiles and garments supported by increasing disposable income and urbanization. Expansion of organized retail and e-commerce creating wider market access. Government initiatives promoting textile manufacturing and exports. Increasing global preference for sourcing from India under the "China plus One" strategy. Rising demand for value-added, sustainable and technical textile products.

Threats

Volatility in prices of cotton, yarn and other raw materials. Intense competition from domestic as well as international manufacturers. Global economic uncertainties affecting export demand. Increasing labour and logistics costs impacting profitability. Regulatory and environmental compliance requirements.

III. Segment-wise or Product-wise Performance

The Company is primarily engaged in the business of manufacturing and sale of textile products. The textile business continues to constitute the principal source of revenue of the Company and accordingly segment-wise reporting is not applicable.

IV. Risks and Concerns

The Company operates in a dynamic business environment and is exposed to various business risks, including:

Fluctuations in the prices and availability of raw materials. Changes in domestic and international demand. Foreign exchange fluctuations impacting export competitiveness.

Supply chain disruptions and logistics challenges. Competition from domestic and overseas manufacturers. Inflationary pressures on manufacturing and operating costs. Regulatory changes and evolving compliance requirements.

The Company continuously monitors these risks and adopts appropriate mitigation measures through efficient procurement practices, cost optimisation, quality management, customer diversification and robust operational planning.

V. Internal Control Systems and Their Adequacy

The Company has established adequate internal control systems commensurate with the size, scale and nature of its operations. These controls are designed to ensure efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, timely preparation of reliable financial information and compliance with applicable laws and regulations.

The internal control framework is periodically reviewed by the Internal Auditors and the Audit Committee, which monitors the effectiveness of the controls and recommends corrective actions wherever necessary. The management continuously endeavours to strengthen the internal control environment in line with evolving business requirements.

VI. Material Developments in Human Resources / Industrial Relations Front

The Company recognizes that its employees are its most valuable asset and remains committed to creating a positive, safe and performance-oriented work environment. The Company continues to focus on employee development, skill enhancement and maintaining harmonious industrial relations.

Industrial relations remained cordial throughout the year under review. The management believes that a motivated and competent workforce will continue to play a vital role in achieving the Company's long-term business objectives.

VII. Financial Performance:

During the year under review, the Company has earned sales income of Rs. 10,536.01 Lakhs (Previous year Rs. 8138.27 lakhs) and other income Rs. 393.38 Lakhs (Previous year Rs. 25.44 Lakhs) on standalone basis. After providing depreciation, finance charges and tax the Company has earned Net profit of Rs. 312.43 Lakhs (Previous year company earned Net profit Rs.159.90 Lakhs).

On a consolidated basis, the company has earned sales revenue of Rs. 26,202.36 (Previous year Rs.13,241.06 Lakhs) and net profit of Rs. 447.49 Lakhs (Previous year Rs.286.69 Lakhs).

VIII. Material Development in Human Resource/Industrial Relations Front:

The timely availability of skilled and technical personnel is one of the key challenges. The Company maintains healthy and motivating work environment through various measures. This has helped the

Company to recruit and retain skilled work force which would result in timely completion of the projects. The Company has cordial relation with the employees and contractors of the company. The staff has the depth of experience and skills to handle company's activities. Skilled team of workers and other professionals ensure superior quality standards during every stage of work.

IX. Details of Significant changes in Key Financial Ratios along with explanation*:

*Ratios produced here are calculated based on Standalone financials

22.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

During the year under review, the company has not made any investments.

For the year ending 2025-26, your company is continuing the corporate guarantee and security over Immovable properties of Rs. 17,11,00,000.00/- (Rupees Seventeen Crores and Eleven Lakhs only) to secure the credit facility by Hylex Fashion Private Limited, Wholly Owned Subsidiary company within the meaning of the provisions of Section 186 of the Companies Act, 2013.

23. COMPLIANCE ON MATERNITY BENEFIT ACT, 1961:

The Company is in compliance with the applicable provisions of Maternity Benefit Act, 1961/ the Code on Social Security 2020 for female employees of the Company with respect to leaves and maternity benefits thereunder.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO:

25. PERFORMANCE EVALUATION:

In terms of the provisions of section 178 of the Act read with Rules issued thereunder and Regulation 19 read with Part D of Schedule II of the Listing Regulations, the Board of Directors in consultation with Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, for the Financial Year 2025-26.

For the reporting year, customized questionnaires were circulated to all the Board members in order to enhance the effectiveness of the Evaluation Process. The Board Evaluation process was carried out to ensure that the Board and various Committees of the Board have appropriate composition and they have been functioning collectively to achieve the business goals of the Company. Directors were evaluated based on their contribution at Board / Committee meetings and guidance & support to the management outside Board / Committee meetings and other parameters as specified by the Nomination and Remuneration Committee of the Company.

The Board's functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, role and accountability, management oversight, risk management, culture and communication, frequency and effectiveness of meetings.

The Committees of the Board were assessed on the basis of degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The Chairman appointed for the Board meetings was also evaluated by all the Directors on the basis of managing relations, leadership, competence and diligence.

The performance evaluation of Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman appointed for the Board meeting and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

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

26.FAMILIARIZATION PROGRAMMES:

In terms of Regulation 25(7) of the Listing Regulations, the Company familiarizes its Directors about their role and responsibilities at the time of their appointment through a formal letter of appointment.

Sessions are conducted at the meetings of the Board and its various Committees on the relevant subjects such as strategy, Company performance, financial performance, internal financial controls, risk management, plants, retail, products, finance, human resource, capital expenditure, Compliances etc at regular intervals on specific topic. All efforts are made to keep Independent Directors aware of major developments taking place in the industry, the Company's business model and relevant changes in the law governing the Company's business. The policy of familiarization programme is available on the website of the company www.garmentmantra.com

27.DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

In terms of Section 177(9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, every listed company is required to establish a Vigil Mechanism for its Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud, or violation of the Company's Code of Conduct or Ethics Policy

In compliance with the above requirements and in furtherance of its commitment to conducting its affairs in a fair, transparent, and ethical manner, the company has established a robust Vigil Mechanism, the framework for which is embodied in the Company's Whistle Blower Policy. The Policy provides a structured and secure channel for Directors, employees, and other stakeholders to report genuine concerns, instances of misconduct, or violations of applicable laws, regulations, or the Company's Code of Conduct, directly to the Chairperson of the Audit Committee, without fear of retaliation, victimisation, or any adverse consequences. Adequate safeguards are in place to protect persons who avail of the Vigil Mechanism and report concerns in good faith.

The Vigil Mechanism ensures that:

any Director or employee may report concerns directly to the Chairperson of the Audit Committee in exceptional cases, bypassing the normal reporting hierarchy; the identity of the person availing the Vigil Mechanism is protected to the extent possible and consistent with the need to conduct a fair investigation; and the Audit Committee oversees the functioning of the Vigil Mechanism and receives periodic updates on complaints received, investigated, and resolved thereunder.

The Vigil Mechanism is periodically reviewed to ensure its continued relevance and effectiveness. During the financial year ended March 31, 2026, no complaint was received under the Vigil Mechanism. The Whistle Blower Policy, which embodies the Vigil Mechanism framework of the Company, is available on the Company's website

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, all related party transactions were in the ordinary course of business and on arm's length basis. During FY26, on a quarterly basis, the Audit Committee has reviewed the related party transactions vis-a-vis the omnibus approval(s) accorded by it.

There was no material related party transaction, involving payment made to related party with respect to brand usage/royalty, requiring approval of the shareholders during FY26. Furthermore, there was no contract/arrangement with related parties referred to in sub- section (1) of Section 188 of the Act, which required Board's approval.

The particulars of contract or arrangements entered into by the Company with related parties referred to in sub-Section (1) of Section 188 of the Companies Act, 2013 in Form No. AOC -2 is furnished as Annexure D to this report.

29.RISK MANAGEMENT POLICY:

Risk management is integral to your Company's strategy and to the achievement of long-term goals. Our success as an organization depends on our ability to identify and exploit the opportunities generated by our business and the markets we operate in. In doing this we take an embedded approach to risk management which puts risk and opportunity assessment at the core of the Board's agenda.

The Management has devised proper and adequate risk mitigation strategies considering the nature of industry and associated risks pertaining to the industry. The Management is overseeing the implementation of risk mitigation strategies on regular basis.

30. INTERNAL FINANCIAL CONTROL:

The Company's internal control procedures which include internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organization's pace of growth and increasing complexity of operations. The internal auditors' team carries out extensive audits throughout the year across all functional areas and submits its reports to the Audit Committee of the Board of Directors on quarterly basis.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them. The Company has a strong Management Information System, which is an integral part of the control mechanism. The Company continues to strengthen its risk management and internal control capabilities by improving its policies and procedures and introducing advanced risk management tools.

31. CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of the Companies Act, 2013, corporate social responsibility is not applicable to the Company for the year 2025-26. However, the company has devised Corporate Social responsibility policy and has disseminated the same in its website i.e., www.garmentmantra.com.

32. PREVENTION OF SEXUAL HARASSMENT AT THE WORK PLACE:

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company's premises through various practices and always endeavors to provide an environment that is free from discrimination. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. The Company also ensures all allegations of sexual harassment are investigated and dealt with effectively and appropriately.

As per the requirements specified in the "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013", the Company has constituted an Internal Complaints Committee and is committed to provide a work environment that is free from sexual harassment. During the financial year ended 31^st March, 2026, the Company has not received any complaints of sexual harassment

The following is a summary of sexual harassment complaints received and disposed of during the year:

(a) Number of complaints pending at the beginning of the year: Nil (b) Number of complaints received during the year: Nil (c) Number of complaints disposed off during the year: Nil (d) Number of cases pending for more than 90 days: Nil (e) Number of cases pending at the end of the year: Nil

33. MATERIAL CHANGES:

The Company has successfully completed the rights issue process and has raised Rs. Rs.37,34,26,591.00 (Rupees Thirty Seven Crores Thirty Four Lakhs Twenty Six Thousand Five Hundred and Ninety One Only) Your Company has obtained approval from the Stock Exchange for forfeiture of 1,40,55,863 unpaid shares and that the amount received from those shareholders shall be kept in the reserves of the Company according to the applicable accoun ng standards. Your Company has withdrawn its contribution of Rs. 37,000.00 (Rupees Thirty Seven Thousand only) from Twenty Twenty LLP, subsidiary of the Company and hence it will no longer be considered as subsidiary company

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There were no significant and material orders passed by the regulators or courts or tribunal which would impact the going concern status and the Company's operations in future.

35. COMPLIANCE WITH SECRETARIAL STANDARDS:

Your directors state that the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

36. EMPLOYEE STOCK OPTION SCHEME:

Your company has approved the issue of options under Employee Stock option scheme on 4th April, 2022 and created a pool of 2,27,50,000 (Two crore twenty-seven lakh fifty thousand only) shares under the scheme. The company has thereafter obtained your approval in extra-ordinary general meeting held on 7th May, 2022 and in-principal approval from BSE Limited via their approval letter dated 24^th June, 2022.

However, till date the company has not issued any options under the scheme.

37. EMPLOYEE STOCK PURCHASE SCHEME:

Your company has approved the issue of shares under Employee Stock Purchase scheme on 4th April, 2022 and created a pool of 2,00,00,000 (Two crores only) shares under the scheme. The company has thereafter obtained your approval in extra-ordinary general meeting held on 7th May, 2022 and in-principal approval from BSE Limited via their approval letter dated 23^rd June, 2022. However, till date the company has not issued any shares under the scheme.

38. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; ii. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of profit of the company for that period;

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

iv. the directors had prepared the annual accounts on a going concern basis;

v. the directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively and

vi. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

39. CORPORATE GOVERNANCE:

The Company is commi ed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securi es and Exchange Board of India. The Company has also implemented several best governance prac ces. The Corporate Governance Report as s pulated under the Lis ng Regula ons forms part of this Annual Report. Cer cate from the Secretarial Auditor of the Company con rming compliance with the condi ons of Corporate Governance is a ached to the Corporate Governance Report

40. PARTICULARS OF EMPLOYEES:

There were no employees drawing remuneration in excess of limit specified under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The ratio of remuneration of each director to the median of employees remuneration as per Section 197(12) of Companies Act, 2013 read with Rule 5(1) of Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board report Annexure E.

41. ACKNOWLEDGEMENT:

Your Directors wish to place on record their deep gratitude and appreciation towards the Company's suppliers, customers, investors, bankers, Government of India, State Government and other regulatory authorities for their continued support during the year. Your directors also acknowledge the commitment and the dedication of the employees at all levels who have contributed to the growth of the Company.