Directors Report of Spunweb Nonwoven Ltd.

Mar 31, 2024

The Board of Directors ("Board") of SPUNWEB NONWOVEN PRIVATE LIMITED
("Company") with immense pleasure present their Ninth Director Report on the business
and operations of your Company for the financial year 2023-2024. This Report is being
presented along with the audited financial statements for the year.

FINANCIAL PERFORMANCE:

Financial Particulars	For the year ended March 31
	2024	2023
Revenue from operations	14,802.50	11,474.18
Other Income	626.12	293.79
Total revenues	15,428.62	11,767.97
Cost of Material Consumed	11,632.09	8,875.35
Change in Inventories	(627.56)	(211.93)
Employee Benefit expense	447.80	425.12
Finance Costs	454.89	447.75
Depreciation and amortization expense	870.85	650.34
Other expenses	1,896.98	1,434.76
Total Expenses	14,675.05	11,621.39
Profit before tax	753.57	146.58
Current Tax	198.00	00
Deferred tax	(41.44)	28.73
Profit/Loss for the year	597.01	117.85

PERFORMANCE REVIEW:

During the year, your company has achieved revenue from operation of Rs. 14,802.50
Lakh as compared to previous year revenue from operation of Rs. 11,474.18 Lakh. Profit
after tax was Rs. 597.01 Lakh during the year under review as compared to profit after
tax of Rs. 117.85 Lakh of previous year. Your directors expect further growth of the
company in the year to come.

TRANSFER TO RESERVE

The Board of Directors of your company transfer Rs. 597.01 Lakhs to the Reserve for the
financial year.

DIVIDEND

The Company has decided to sustain the growth in line with the long term growth
objectives of the company by retaining the profits and utilizing the same for
opportunities in hand, therefore the company does not recommended any dividend.

MATERIAL CHANGES AND COMMITMENTS
Conversion of Private Limited to Public Limited

The shareholders passed the Special Resolution for conversion of the company from
Private Limited to Public Limited at the Extra Ordinary General Meeting held on July 06,

2024. As on date, the company has not received the certificate of conversion of company
from Ministry of Corporate Affairs ("MCA").

Except above, no material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which this financial
statement relates and the date of this report except herein mentioned above.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company''s operations in future.

HUMAN RESOURCES DEVELOPMENT

Your Company continues to take new initiatives to further align its HR policies to meet
the growing needs of its business. People development continues to be a key focus area
of the Company. The industrial relations in all the units of the Company remained cordial
and peaceful throughout the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

The directors report that

1. In the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures.

2. 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 profit and loss account of the company for that
period.

3. The Directors have 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.

4. The Directors have prepared the annual accounts on a going concern basis.

5. The directors had laid down internal financial controls to be followed by the

company and that such internal financial controls are adequate and were
operating effectively.

6. 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.

SHARE CAPITAL
Authorised Share Capital

During the year under review, there was no change in Authorized, Issued, Subscribed
and Paid up Share Capital of the company.

The Authorised Share Capital of the Company is Rs. 14,00,00,000/- (Rupees Fourteen
Crore Only) divided into 1,40,00,000 (One Crore Forty Lakhs) equity shares of Rs. 10/-
each.

The Issued, Subscribed and Paid up Share Capital of the Company is Rs. 9,99,91,000/-
(Rupees Nine Crore Ninety Nine Lakhs Ninety One Thousand Only) divided into
99,99,100 (Ninety Nine Lakhs Ninety Nine Thousand Hundred) Equity Shares of Rs. 10/-
each.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the public and it is therefore not
required to comply with the requirement under Non-Banking Non-Financial Companies
(Reserve Bank) Directions, 1996 and Companies (Acceptance of Deposits) Rules, 1975.

FINANCE

During the period up to this report, company has been utilizing cash credit/term loan
facilities from the Bank and the Company has been regular in payment of interest as well
as instalments as per schedule to Banks.

DIRECTORS

During the year under review, the following changes have made in the composition of
Board of the Company

• Mr. Dinesh bhai Hansraj bhai Kagthara has resigned from the company as a
director w.e.f. 01^st July, 2023.

• Mr. Keyur Dinesh bhai Kagathara has resigned from the company as a director
w.e.f. 01^st July, 2023.

During the period up to this Report, the following changes have made in the composition
of Board of the Company:

• Mrs. Charulata Jay Kagathara appointed as a Non-Executive & Non-Independent
Director w.e.f. 06^th July, 2024 in the Extra Ordinary General Meeting.

MEETINGS OF THE BOARD OF DIRECTORS

During the current financial year, the Board of Directors of the Company duly met 11
(Eleven) times on April 07, 2024, June 29, 2023, June 30, 2023, July 01, 2023,
September 05, 2023, October 01, 2023, October 26, 2023, November 10, 2023,
November 23, 2023 and February 26, 2024, March 27, 2024. Proper notices were given
and the proceedings were properly recorded and signed in the Minutes Book as required
by the Articles of Association of the Company and the Act.

AUDITOR

M/s Kushal Dave & Associates were appointed as a Statutory Auditor for the period of
financial year 2023-2024 to fill casual vacancy caused by resignation of M/s Busa &
Associates, Chartered Accountant, (FRN - 122574W) as a Statutory Auditor of the
company w.e.f. 22^nd July, 2024,

Your company has appointed M/s Kushal Dave & Associates as a Statutory Auditor for
the term of 5 years and to hold office till the conclusion of Fourteenth Annual General
Meeting which will be held in the year 2029.

The Statutory Auditor has confirmed their eligibility and submitted the certificate that
they are not disqualified to hold the office of the Statutory Auditor.

AUDIT OBSERVATIONS

Auditor''s observations are suitably explained in notes to the accounts and are self -
explanatory.

SECRETARIAL STANDARDS OF ICSI

Pursuant to provisions of section 118 of the Companies Act, 2013, the Company has
complied with the applicable provisions of the Secretarial Standards issued by The
Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs,
wherever applicable.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED
UNDER SUB-SECTION (3) OF SECTION 178;

The Company, Being a Private Limited Company was not required to constitute a
Nomination and Remuneration Committee under Section 178(1) of the Companies Act,
2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and
Stakeholders Relationship Committee under Section 178(5) of the Companies Act, 2013.

PARTICULARS OF EMPLOYEE

None of the Employee has Received Remuneration Exceeding the Limit as Stated in Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial
statements.

DECLARATION OF INDEPENDENT DIRECTORS

Since Your Company is Private Company, the provisions of Section 149 for appointment
of Independent Directors do not apply to the company.

RISK MANAGEMENT POLICY

The Company has adopted proper Risk Management Policy which in the opinion of the
Board is adequate and working effectively.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial
statements. During the year the Company has not come across any fraud or financial
irregularity or any material risk event which may threaten the existence of the Company.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Policy against Sexual Harassment at workplace in line with
the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. Complaints Committee has been set-up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual,
temporary and trainees) are covered under this policy. No complaints were received by
the Committee during the year.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee
as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and
hence it is not required to formulate policy on corporate social responsibility.

RELATED PARTY TRANSACTIONS

A detailed report on contracts and arrangements made during the year, being arm''s
length transactions have been reported and annexed hereto in this report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The company has complied with Section 134(3)(m) of the Act read with Rule 8 of The
Companies (Accounts) Rules 2014 for conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated.

Foreign Exchange Earnings & Expenditure:

i) Details of Foreign Exchange Earnings:

Sr No.	Particulars	F.Y. 2023-2024	F.Y. 2022-2023
1.	Foreign Exchange Earnings	387.12	0

ii) Details of Foreign Exchange Expenditure:

Sr No.	Particulars	F.Y. 2023-2024	F.Y. 2022-2023
1.	Foreign Exchange Expenditure	7979.62	0

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANY

During the year under review, the Company does not have any Subsidiaries, associate or
joint venture.

EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES
(APPOINTMENT & REMUNERATION) RULES, 2014

As provided under Section 92(3) of the Act, the extract of annual return is available on
Company''s website i.e.www.spunweb.com for the kind perusal and information, which
forms part of this report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also
acknowledges gratefully the shareholders for their support and confidence reposed on
your Company.

By order of the Board of Directors

Jay Kagathara Kishan Kagathara

Director Director

DIN: 07335356 DIN:09730384

Place: Rangpar

Date: September 05, 2024