Directors Report of VIP Clothing Ltd.

Mar 31, 2025

The Directors of your Company are pleased to present, the 35^th Board''s Report, on the working and the progress of the Company, along with audited financial statement of the Company for the financial year ended on March 31, 2025 and report of the Auditors thereon.

FINANCIAL RESULTS		('' in Lakhs)
Particulars	Current Year Ended March 31, 2025	Previous Year Ended March 31, 2024
Revenue from operations	23,688.69	18,327.55
Other income |	136.03	43.12
Total income	23,824.72	18,370.67
Less: Total expenditure before finance cost, depreciation & income tax	22,023.84	18,802.90
Profit / (loss) before finance cost, depreciation, exceptional items and taxes	1,800.88	(432.23)
Less: Finance costs |	804.65	908.83
Profit / (loss) before depreciation, exceptional items and taxes	996.23	(1,341.06)
Less: Depreciation	293.95	271.78
Profit / (loss) before exceptional items & tax	702.28	(1,612.84)
Add / (less): Exceptional items |	--	--
Profit / (loss) before taxes	702.28	(1,612.84)
Less: Income tax expense:
Current tax	--	-
Deferred tax charge / (benefit)	156.63	(347.72)
Profit / (loss) for the period before other comprehensive income	545.65	(1,265.12)
Add/(less): Other comprehensive income
Re-measurement gains / (losses) on defined benefit plans (net of tax)	(5.50)	(19.75)
Fair value of cash flow hedges through other comprehensive income (net of tax)	--	-
Total other comprehensive income for the year	(5.50)	(19.75)
Total comprehensive income for the year	540.15	(1,284.87)

OPERATIONS

Revenue from operations for the financial year 2024-25 stood to ''236.89 crore as ''183.28 crore in the previous financial year 2023-24. There was an increase in the revenue by 29% as compared to the previous year.

The Earnings before interest, tax, depreciation and amortisation (EBITDA) during the current year stood around 8% as against the negative 3% in the previous year.

The net profit for the financial year 2024-25, stood around ''5.46 crore as against the net loss of ''12.65 crore in the previous financial year 2023-24.

DIVIDEND

The Board has not recommended any dividend on Equity Share Capital for the financial year ended on March 31, 2025.

TRANSFER TO RESERVE

No amount has been transferred to General Reserve for current and previous financial year.

DISCLOSURES RELATED TO SHARE CAPITAL AND EMPLOYEE STOCK OPTIONS Issue of Shares and Other Convertible Securities

a. Preferential Issue of Convertible Warrants Into Equity Shares:

The members of the Company approved the preferential issue of 1,01,50,000 fully Convertible equity warrants with each warrant convertible into or exchangeable for One fully paid-up equity share of the Company of face value of '' 2/- each fully paid at '' 44.50/- including the premium of '' 42/- specified Promoter(s) / Promoter Group and Non-Promoter Persons / Entities (Public) category through postal ballot on January 10, 2023.

The Company has issued and allotted 1,01,50,000 convertible warrants to public and promoter groups at the rate of '' 44.50 per warrant on January 25, 2023. The Company received an amount equivalent to twenty-five per cent of the consideration against each warrant on the date of allotment of warrants. As per SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 "SEBI (ICDR) Regulations" the tenure of such warrants should not exceed 18 months from the date of allotment. Accordingly, the last date of conversion of such warrants should not be beyond July 24, 2024.

The Company has received the balance amount (balance 75%) only for 35,50,000 convertible warrants and accordingly Company has allotted 35,50,000 fully paid equity shares on conversion of warrants on July 24, 2024.

b. Preferential Issue of Convertible Warrants into Equity Shares:

The members of the Company approved the preferential issue of 1,23,03,000 fully Convertible equity warrants with each warrant convertible into or exchangeable for One fully paid-up equity share of the Company of face value of '' 2/- each fully paid at '' 45/- including the premium of '' 43/- to person(s) belonging to Non-Promoter category at the Extra Ordinary General Meeting held on August 5, 2024.

As per Special Resolution, passed by the members, an amount equivalent to twenty-five per cent of the consideration shall be payable at the time of subscription and allotment of warrants, and the remaining seventy-five per cent of the consideration shall be payable on the exercise of options against each such warrant. In the event that the proposed allottees does not exercise the option for Equity Shares against any of the warrants within a period of eighteen months from the date of allotment of such Warrants, the unexercised warrants shall lapse, and the consideration paid by the proposed allottees shall be forfeited by the Company.

Consequent on receipt 25% part consideration aggregating to '' 12,83,06,250/- on various dates upto October 3, 2024, thereafter, Security Allotment Committee allotted 1,14,05,000 warrants on October 3, 2024, by passing resolution by circulation under section 175 of the Companies Act, 2013.

Issue size	Preferential Issue of upto 1,23,03,000 warrants at an Issue price of '' 45.00/- each aggregating to '' 55,36,35,000/-.
Conversion	Each warrant convertible into one fully paid up equity share of '' 2/- each.
Payment terms	25% ('' 11.25 per warrant) to be called upfront; and balance 75% ('' 33.75 per warrant) on exercising the conversion option within 18 months from the date of allotment.

As per SEBI (ICDR) Regulations, the tenure of such warrants should not exceed 18 months from the date of allotment. Accordingly, the last date of conversion of such warrants should not be beyond April 02, 2026. The Company will convert the warrants into equity on receipt of the balance amount (balance 75%) i.e. and accordingly Company shall allot the fully paid equity shares on conversion of warrants.

c. Preferential Issue of Equity Shares:

The members of the Company had approved the preferential issue of 93,06,000 equity shares of face value of '' 2/- each fully paid at '' 45/- including the premium of '' 43/- to person(s) belonging to Non-Promoter category at the Extra Ordinary General Meeting held on August 5, 2024.

Further, the Security Allotment Committee allotted 39,83,000 Equity shares on October 3, 2024, by passing resolution by circulation under section 175 of the Companies Act, 2013 on receipt of fund of '' 17,92,35,000/-by the subscriber.

Except above, the Company has not made any issue or allotment of shares during the year under review.

Pursuant to Regulation 32(7A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby confirms that:

The proceeds of the said issue have been fully utilized for the purposes stated in the offer document/ explanatory statement.

There has been no deviation or variation in the utilization of the proceeds of the issue from the objects stated.

The Audit Committee has reviewed and noted the utilization of funds and confirmed that there is no deviation.

THE MEMBERS ARE HEREBY INFORMED THAT, PURSUANT TO THE AFORESAID ALLOTMENT OF WARRANTS AND CONSEUQENT CONVERSION OF WARRANTS INTO THE EQUITY SHARES, THE STATUS OF EACH OF THE INVESTOR WHO HAD SUBSCRIBED TO THE AFORESAID ALLOTMENT, SHALL BE SAME AS BEFORE AND AFTER THE ISSUE / CONVERSION. THE PROMOTER & PROMOTER GROUP INVESTORS ARE CONTINUE TO BE PROMOTER & PROMOTER GROUP POST ALLOTMENT AS WELL AS CONVERSION OF WARRANTS INTO EQUITY SHARES AND REMAINING PUBLIC INVESTORS SHALL BE CONTINUE AS PUBLIC SHAREHOLDERS AND THERE WILL BE NO CHANGE IN CONTROL, WHICH WAS ALREADY DISCLOSED IN THE POSTAL BALLOT NOTICE ISSUED TO THE MEMBERS OF THE COMPANY.

Except above there are no other changes in the Share Capital. The Company has not issued equity shares with differential voting rights /Sweat equity shares/ESOP.

DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

As on March 31, 2025, the Company does not have any subsidiary, Joint Ventures and Associate Companies. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors:

Present terms of Mr. Sunil Pathare as Chairman and Managing Director and Mr. Kapil Pathare as Whole Time Director of the Company completed on March 31, 2025 and based on recommendation of Nomination and Remuneration Committee and Board meeting held on February 12, 2025, Mr. Sunil Pathare has been re-appointed as Chairman and Managing Director and Mr. Kapil Pathare as Deputy Managing Director by shareholder of the Company by way of postal ballot for a period of three years w.e.f. April 01, 2025.

Mr. Uday Laxman Ajgaonkar appointed as a Non-Executive Independent Director of the Company with effect from March 22, 2025 by way of postal ballot based on recommendation of the Nomination and Remuneration Committee, the Board of Directors Meeting held on February 12, 2025.

Mrs. Meher Castelino, ceased to be Director of the Company with effect from March 23, 2025 upon completion of her second term as an Independent Director.

Your Directors place on record their appreciation of the services rendered by her during her tenure as Director of the Company.

As on March 31, 2025, the Board consisted of 6 (Six) Directors out of which 4 (Four) are Non-Executive Independent Directors and 2 (Two) are Executive Directors.

All the Independent Directors have given declarations that they meet the criteria of Independence mentioned under Regulation 16(b) of Chapter IV of SEBI''s (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013.

Retirement by rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sunil J. Pathare (DIN: 00192182), Director of the Company, liable to retire by rotation at the ensuing 35^th Annual General meeting and being eligible have offered himself for re-appointment.

There were no changes apart from above in Directors.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Company has the following Key Managerial Personnel:

Sr. No.	Name of Director(s)	Designation
1.	Mr. Sunil Pathare	Chairman & Managing Director
2.	Mr. Kapil Pathare	Deputy Managing Director
3.	Mr. Devendra Vyas	Chief Financial Officer
4.	*Mrs. Archana Mungunti	Company Secretary & Compliance Officer
5.	**Mr. Rahul Soni	Company Secretary & Compliance Officer

*Mrs. Archana Mungunti resigned as Company Secretary and Compliance Officer with effect from June 21, 2024. **Mr. Rahul Soni appointed as Company Secretary and Compliance Officer with effect from August 14, 2024. There were no changes apart from above in Key Managerial Personnel.

COMMITTEES OF THE BOARD

Pursuant to the Provisions the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company has constituted the following Committees:

• Audit Committee

• Corporate Social Responsibility Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

All the above committee was reconstituted with effect from March 22, 2025 by inducting the Mr. Uday Laxman Ajgaonkar as a member of the Committee and also Chairman of Stakeholder Relationship Committee.

The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming part of this Annual Report FY 2024-25.

PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI''s (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5, 2017, the Board carried out an annual evaluation of performance of its own and it''s Committees and the Directors individually at the meeting of Independent Directors held on February 12, 2025 and as per the criteria specified by SEBI all the relevant factors for evaluating the performance of the Committees and of the Board was discussed.

NUMBER OF MEETING OF THE BOARD

The Board of Directors met 6 (Six) times during the financial year 2024-25, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions entered by the Company during the year under review were in the ordinary course of business, on arm''s length basis and in accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There was no material related party transactions during the year under review. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any Loans, Guarantees and also not made any Investments under Section 186 of the Companies Act, 2013.

PUBLIC DEPOSITS

The Company has neither invited nor accepted/renewed any "Deposit" from public within the meaning of the term "Deposits" under the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

UNSECURED BORROWING

The company has no outstanding unsecured long term borrowing from the Directors of the company in adherence to the provisions of the Companies Act, 2013.

FIXED DEPOSIT

During the year, the Company has not accepted any fixed deposits under the Companies Act, 2013.

ANNUAL RETURN

Pursuant to sub section (3) of Section 92 of the Companies Act, 2013, read with relevant Rules, the Company is required to place Annual Return on its website and provide a link of the same in the Board''s Report.

Annual Return in the prescribed format proposed to be submitted to the Registrar of Companies for the current financial year is available on the Company''s website at http://www.vipclothing.in/investor.html#parentHorizontalTab2

CORPORATE SOCIAL RESPONSIBILITY

Accordance with Section 135 of the Companies Act, 2013, Corporate Social Responsibility (CSR) provisions are applicable only to companies that meet certain thresholds. Our Company does not fulfil the criteria outlined in Section 135, during the financial year specifically regarding the required turnover, net worth, or profit thresholds.

However, the Composition of the Committee remains in place and is in compliance with the Section 135 of the Companies Act, 2013.

The details about the initiatives taken by the Company on Corporate Social Responsibility (CSR) activities during the year are as per the annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure - A to this Report. The policy is available on the website of the Company http://www.vipclothing.in/investor relation/policies/FY 22/CSR%20Policv.pdf

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

Pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the formation of a Risk Management Committee is not mandatory for the Company. However, in line with best corporate governance practices, the Company has voluntarily constituted a Risk Management Committee to oversee and manage risks associated with its operations.

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and evaluated by Statutory as well as Internal Auditors'' and cover all offices, factory and key business areas, significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management systems.

The Company believes in conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In order to achieve the same, the Company has formulated a Whistle Blowers Policy to provide a secure environment and to encourage all employees and Directors of the Company, Members, customers, vendors and / or third party intermediaries to report unethical, unlawful or improper practices, acts or activities in the Company if any, and to prohibit managerial personnel from taking any adverse action against those employees who report such practices in good faith. The Whistle Blower Policy is available on the website of the Company at http://www.vipclothing.in/investor relation/policies/FY 22/Whistle%20Blower%20Policy.pdf

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The policy is available on the website of the Company http://www.vipclothing.in/investor relation/policies/FY 22/Remuneration%20Policy.pdf

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING:

The Business Responsibility and Sustainability Reporting ("BRSR") as required by Regulation 34(2)(f) of Chapter IV of SEBI''s (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending on March 31, 2025.

CORPORATE GOVERNANCE

As per Schedule V read with Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practice followed by the Company, together with the certificate from Practising Company Secretary confirming the compliance on Corporate Governance forms an integral part of this report.

FAMILIARISATION PROGRAMMES FOR DIRECTORS

Pursuant to Section 149 read with Schedule IV, Part III of the Companies Act, 2013 and Regulation 25 of the SEBI''s (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company familiarizes its Independent Directors on their roles, rights, responsibilities, nature of the industry in which the Company operates, business model of the Company and its products as a regular practice.

The details related to Directors attending the Familiarisation programmes are available on the website of the Company:

http://www.vipclothing.in/investor relation/policies/Familarisation%20Program%20for%20Independent%20Directors 24-25.pdf DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanation obtained by them, the Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013 that:

(a) in the preparation of the annual accounts of the Company for the financial year ended on March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) 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 as at March 31, 2025 and of the profit of the Company for the year ended on March 31, 2025;

(c) 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;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS

APPOINTMENT OF STATUTORY AUDITORS:

Casual Vacancy:

M/s. MSKA & Associates Chartered Accountants (FRN: 105047W) were appointed statutory auditor of the Company by the members at the 31^st Annual General Meeting held on September 24, 2021, for their first term of 5 (Five) year from the conclusion 31^st AGM till the conclusion of 36^th Annual General Meeting of the Company to perform the audit of the financial statements of the Company for the financial years 2021-22 to 2025-26., on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors. M/s. MSKA & Associates, Chartered Accountants (FRN: 105047W) has resigned from the office of Statutory Auditor vide their letter dated November 14, 2024, before completion of their term. Their resignation has caused a casual vacancy in the office of Statutory Auditors as envisaged by section 139(8) of the Companies Act, 2013 and casual vacancy so caused by the resignation of auditors can only be filled up by the Company after taking consent of the members.

The Board of Directors at their meeting held on November 21, 2024, on the recommendation of the Audit Committee and pursuant to the provisions of Section 139(8) of the Companies Act, 2013, has appointed M/s. DMKH & Co., Chartered Accountants (FRN: 116886W), to hold office as Statutory Auditor of the Company till the conclusion of 35^th Annual General Meeting and to fill up the casual vacancy caused by the resignation of M/s. MSKA & Associates, Chartered Accountants, subject to approval of members of the Company, at such remuneration plus applicable taxes and out of pocket expenses, as may be determined and recommended by the Audit Committee in consultation with the Auditors and duly approved by the Board of Directors of the Company.

The Company has received a letter from M/s. DMKH & Co., Chartered Accountants communicating their eligibility and consent to accept the office, if appointed, to act as a Statutory Auditor of the Company in place of M/s. MSKA & Associates, Chartered Accountants with a confirmation that, their appointment, if made, would be within the limits prescribed under the Companies Act, 2013.

Thereafter, the members of the Company approved and appointed M/s. DMKH & Co., Chartered Accountants (FRN: 116886W) as Statutory Auditor of the Company through postal ballot on December 29, 2024 till the conclusion till the conclusion of 35^th Annual General Meeting.

The Statutory Auditors'' Report issued by M/s. DMKH & Co., Chartered Accountants (FRN: 116886W) forms part of the Annual Report. There is no audit qualification, reservation, or adverse remark for the year under review.

M/s. DMKH & Co., Chartered Accountants (FRN: 116886W), the present Statutory Auditors of the Company, will hold office till the conclusion of the 35^th Annual General Meeting of the Company. The Board has recommended the re-appointment of M/s. DMKH & Co., Chartered Accountants (FRN: 116886W), as the statutory auditors of the Company, for a first term of five consecutive years, from the conclusion of the 35^th Annual General Meeting scheduled to be held in the financial year 2025-26 till the conclusion of the 40^th Annual General Meeting to be held in the Financial year 2030-31, for approval of shareholders of the Company, based on the recommendation of the Audit Committee.

The Ministry of Corporate Affairs (MCA), vide its commencement Notification No. SO 1833(E) dated May 07, 2018, has notified and amended the relevant provision of the Companies Act, 2013 relating the requirement of placing the matter relating to ratification of appointment of Statutory Auditors by members at every Annual General Meeting. The said amendment has done away with the requirement of Ratification of appointment of the Statutory Auditors. Therefore, M/s. DMKH & Co., Chartered Accountants (FRN: 116886W), will continue to hold office till conclusion of the 40^th AGM and their appointment will not be subject to ratification by the members at every intervening AGM held after 35^th AGM.

APPOINTMENT OF SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, the Board has based on the recommendation of Audit Committee approved appointment of M/s. KRS AND CO., Practicing Company Secretaries (Firm Registration No. S2017MH469000 and Peer Review No. 3967/2023), Thane, Maharashtra, represented by CS. Ketan Ravindra Shirwadkar, Proprietor (Membership No. A37829 and COP No. 15386), a peer reviewed firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a period of five years, i.e., from April 1, 2025 to March 31, 2030, subject to approval of the Shareholders of the Company at the ensuing AGM.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

During the year under review, there have been no instances of any fraud reported by the statutory auditors under section 143(12) of Companies Act, 2013 and the Rules made thereunder to the Audit Committee of the Board.

COST RECORD AND COST AUDIT

There has been no notification till date, covering our industry for the purpose of maintenance of Cost Accounting Records and Cost Audit for the financial year 2024-25.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed M/s. RS & MP Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended on March 31, 2025 is appended as Annexure - B to this Report.

In respect of the observations in the Secretarial Audit Report, there no qualification, reservation or adverse remark or disclaimer by the Secretarial Auditors in respect of Secretarial Audit for the year ended March 31, 2025.

STATUTORY INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Account) Rules, 2014 is given in Annexure - C to this report.

The information required under Section 197(12) of the Companies Act, 2013 read with Sub Rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Board''s Report for the year ended on March 31, 2025 is given in a separate Annexure - D to this Report.

None of the Employees of the Company are in receipt of Rupees One Crore and Two Lakhs per annum or RupeesEight Lakhs and Fifty Thousand per month during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant and material orders were passed by the Regulators/Courts/Tribunals during the year which would impact the going concern status of the Company''s future operations.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED DURING THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AS ON THE DATE OF THIS REPORT

No material changes and commitments affecting the financial position of the Company occurred during the financial year to which these financial statements relate as on the date of this report.

CREDIT RATING

The Credit Rating rationale as on March 28, 2025, India Ratings and Research Private Limited has upgraded the following rating with respect to the Credit Bank Facilities availed by the Company as follows:

Instrument Type	Size Issue (million)	Rating Assigned along with Outlook/Watch	Rating Action
Fund-based working capital limit working capital limit	INR 616.30	IND BB /Stable/IND A4	Long-term rating upgraded; shortterm rating affirmed; Off Rating Watch with Positive Implications
Working capital term loan capital limit Working	INR 67.40	IND BB /Stable	Upgraded; Off Rating Watch with Positive Implications
Non-fund-based working capital Limit	INR 323.50	IND A4	Affirmed; Off Rating Watch with Positive Implications
Proposed non-fund-based working capital limit	INR 42.80	IND A4	Affirmed; Off Rating Watch with Positive Implications

LISTING

Equity shares of the Company are listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and listing fees have been paid accordingly.

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

The Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has constituted Internal Complaints Committee (ICC).

In accordance with the provision of Section 134 of the Companies Act, 2013 read with the revised rule Section 8(5)(A) of the Companies (Accounts) rules, 2014, Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;

(a) number of complaints of sexual harassment received in the year-NIL

(b) number of complaints disposed off during the year; and-NIL

(c) number of cases pending for more than ninety days-NIL

During the year 2024-25, initiatives were undertaken to demonstrate Company''s zero tolerance policy against discrimination and sexual harassment, which included creation of comprehensive and easy to understand training and communication material. In addition, online workshops were also run for the employees to enhance awareness and knowledge

CONFIRMATION ON COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961.

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity and inclusion (DEI), the Company discloses below the gender composition of its workforce as on March 31, 2025.

Male Employees : 326 Female Employees : 36 Transgender Employees : NIL

A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961.

The Company has complied with the provisions of the Maternity Benefit Act, 1961.

SAFETY, HEALTH & ENVIRONMENT

Your Company is committed to maintain its efforts in providing a safe working environment to its employees. At the same time, we are keeping our plants operational and thus, trying to contribute towards the restoration of the economic activity and provide earnings to labour and staff.

HUMAN RESOURCE

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization.

Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company''s Polices and Systems. The Company takes various HR initiatives to align the HR policy to the growing requirements of Business. Your Company regularly conducts technical and safety training programmes.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DECLARATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was made or any proceedings where pending under the Insolvency and Bankrupcty Code, 2016

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the year under review, there are no instance of One time settlement.

ACKNOWLEDGEMENT

The Directors of your Company acknowledge with deep sense of appreciation the encouragement, support and co-operation received by the Company from its Bankers viz. State Bank of India, IDBI Bank Limited, HDFC Bank Limited and BSE Limited, National Stock Exchange of India Limited, Members, Suppliers and Esteemed Customers of the Company.

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Mar 31, 2024

The Directors of your Company are pleased to present, the 34^th Annual Report, on the working and the progress of the Company, along with audited financial statement of the Company for the financial year ended on March 31,2024 and report of the Auditors thereon.

FINANCIAL RESULTS

(? in Lakhs)

Particulars	Current Year Ended March 31, 2024	Previous Year Ended March 31,2023
Revenue from operations	18,327.55	20,063.97
Other income	43.12	174.25
Total income	18,370.67	20,238.22
Less: Total expenditure before finance cost, depreciation & income tax	18,802.90	18,802.68
Profit / (loss) before finance cost, depreciation, exceptional items and taxes	(432.23)	1,435.54
Less: Finance costs	908.83	911.84
Profit / (loss) before depreciation, exceptional items and taxes	(1,341.06)	523.70
Less: Depreciation	271.78	306.22
Profit / (loss) before exceptional items & tax	(1,612.84)	217.48
Add / (less): Exceptional items	--	613.24
Profit / (loss) before taxes	(1,612.84)	830.72
Less: Income tax expense: Current tax		119.62
Deferred tax charge / (benefit)	(347.72)	47.42
Profit / (loss) for the period before other comprehensive income	(1,265.12)	663.68
Add/(less): Other comprehensive income Re-measurement gains / (losses) on defined benefit plans (net of tax)	(19.75)	(33.66)
Fair value of cash flow hedges through other comprehensive income (net of tax)	--	18.45
Total other comprehensive income for the year	(19.75)	(15.21)
Total comprehensive income for the year	(1,284.87)	648.47

OPERATIONS

Revenue from operations for the financial year 2023-24 stood to ? 183.28 crore as ? 200.64 crore in the previous financial year 2022-23. There was a decrease in the revenue by 9% as compared to the previous year.

The Earnings before interest, tax, depreciation and amortisation (EBITDA) during the current year stood around negative 3% as against the 7% in the previous year.

The net loss for the financial year 2023-24, stood around ? 12.65 crore as against the net profit of ? 6.64 crore in the previous financial year 2022-23.

DIVIDEND

The Board has not recommended any dividend on Equity Share Capital for the financial year ended on March 31, 2024.

TRANSFER TO RESERVE

No amount has been transferred to General Reserve for current and previous financial year.

SHARE CAPITAL

During the year, there was no change in paid-up capital of the Company.

The Board of Directors at its meeting held on 9^th December 2022 has approved preferential issue of upto 1,01,50,000 warrants each convertible into, or exchangeable for, one equity share within the period of 18 months at a price of Rs. 44.50/- each (“Warrants”) aggregating upto Rs. 45,16,75,000/- to specified Promoter(s) / Promoter Group and Non-Promoter Persons / Entities (Public) in accordance with the provisions of Section 42 and Section 62(1)(c) of the Act read with Companies (Prospectus and Allotment of Securities) Rules, 2014, Chapter V of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, Listing Regulations and such other acts / rules / regulations as may be applicable and subject to necessary approval of the members of the Company and other regulatory authorities, as may be applicable. The details are as under:

Issue size	Preferential Issue of upto 1,01,50,000 warrants at an Issue price of Rs. 44.50/- each aggregating to Rs. 45,16,75,000/-.
Conversion	Each warrant convertible into one fully paid up equity share of Rs. 2/- each.
Payment terms	25% (Rs. 11.13 per warrant) to be called upfront; and balance 75% (Rs. 33.37 per warrant) on exercising the conversion option within 18 months from the date of allotment.

The members of the Company have given their consent by passing of special resolution through postal ballot on 10^th January 2023 approving the aforesaid preferential issue.

THE MEMBERS ARE HEREBY INFORMED THAT, PURSUANT TO THE AFORESAID ALLOTMENT OF WARRANTS AND CONSEUQENT CONVERSION OF WARRANTS INTO THE EQUITY SHARES, THE STATUS OF EACH OF THE INVESTOR WHO HAD SUBSCRIBED TO THE AFORESAID ALLOTMENT, SHALL BE SAME

AS BEFORE AND AFTER THE ISSUE / CONVERSION. THE PROMOTER & PROMOTER GROUP INVESTORS ARE CONTINUE TO BE PROMOTER & PROMOTER GROUP POST ALLOTMENT AS WELL AS CONVERSION OF WARRANTS INTO EQUITY SHARES AND REMAINING PUBLIC INVESTORS SHALL BE CONTINUE AS PUBLIC SHAREHOLDERS AND THERE WILL BE NO CHANGE IN CONTROL, WHICH WAS ALREADY DISCLOSED IN THE POSTAL BALLOT NOTICE ISSUED TO THE MEMBERS OF THE COMPANY.

SUBSIDIARY

As on March 31,2024, the Company does not have any subsidiary, Joint Ventures and Associate Companies. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors

Pursuant to Section 161 of the Companies Act, 2013 the Board of Directors of the Company had appointed Mr. Kishor Navandar DIN: (00164401), Ms. Vandana Kumari Bhardwaj DIN: (06839882) and Mr. Vilas Chandrakant Gupte DIN: (10509707) as an Independent Director of the Company with effect from February 13, 2024 February 14, 2024 and February 15, 2024 respectively for a period of Five years. Their appointments were approved by the members through Postal Ballot.

On March 31, 2024 Mr. Robin Banerjee, Mr. Gopal Sehjpal and Mr. Chetan Sheth Non-Executive Independent Directors of the Company retired from the Board upon completion of their second term.

As on March 31,2024 after retirement of three Independent Directors, the Board consisted of 6 (Six) Directors out of which 4 (Four) are Independent Directors and 2 (Two) are Executive Directors.

All the Independent Directors have given declarations that they meet the criteria of Independence mentioned under Regulation 16(b) of Chapter IV of SEBI''s (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013.

Retirement by rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Kapil J. Pathare (DIN: 01089517), Director of the Company, liable to retire by rotation at the ensuing Annual General meeting and being eligible have offered himself for re-appointment.

There were no changes apart from above in Directors or Key Managerial Person.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Company has the following Key Managerial Personnel:

Sr. No.	Name of Director(s)	Designation
1.	Mr. Sunil J. Pathare	Chairman & Managing Director
2.	Mr. Kapil J. Pathare	Whole-time Director
3.	Mr. Devendra Vyas	Chief Financial Officer
4.	Mrs. Archana Mungunti	Company Secretary & Compliance officer

COMMITTEES OF THE BOARD

Pursuant to the Provisions the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Company has constituted the following committees:

• Audit Committee

• Corporate Social Responsibility Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming part of this Annual Report FY 2023-24.

PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI''s (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5, 2017, the Board carried out an annual evaluation of performance of its own and it''s Committees and the Directors individually. At the meeting of Independent Directors held on February 13, 2024 and as per the criteria specified by SEBI all the relevant factors for evaluating the performance of the Committees and of the Board was discussed.

NUMBER OF MEETING OF THE BOARD

The Board of Directors met 4 (Four) times during the financial year 2023-24. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions entered by the Company during the year under review were in the ordinary course of business, on arm''s length basis and in accordance with the provisions of the Act read with the Rules issued thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no material related party transactions during the year under review. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any Loans, Guarantees and also not made any Investments under Section 186 of the Companies Act, 2013.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted/renewed any “Deposit" from public within the meaning of the term "Deposits" under the Companies (Acceptance of Deposits) Rules 2014, as amended from time to time.

UNSECURED BORROWING

The Company has repaid all loans taken from Directors of the Company in FY 2022-23. During the FY 2023-24 no outstanding loan from the Directors of the Company.

FIXED DEPOSIT

During the year, the Company has not accepted any fixed deposits under the Companies Act, 2013.

ANNUALRETURN

Pursuant to sub section (3) of Section 92 of the Companies Act 2013, read with relevant Rules, the Company is required to place its Annual Return on its website and provide a link of the same in the Boards'' Report.

Annual Return in the prescribed Format proposed to be submitted to the Registrar of Companies for the current financial year is available in the Company''s website at www.vipclothing.in

CORPORATE SOCIAL RESPONSIBILITY

The details about the initiatives taken by the Company on Corporate Social Responsibility (CSR) activities during the year are as per the annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure - A to this Report. The policy is available on the website of the Company www.vipclothing.in

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company has formed a Risk Management Committee in accordance with the requirements of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness.

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and certified by Statutory as well as Internal Auditors'' and cover all offices, factories and key business areas, significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management systems.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

The Company believes in conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In order to achieve the same, the Company has formulated a Whistle Blowers Policy to provide a secure environment and to encourage all employees and Directors of the Company, Members, customers, vendors and/ or third party intermediaries to report unethical, unlawful or improper practices, acts or activities in the Company if any and to prohibit managerial personnel from taking any adverse action against those employees who report such practices in good faith. The Whistle Blower Policy is available on the website of the Company at www.vipclothing.in.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The policy is available on the website of the Company ww.vipclothing.in

CORPORATE GOVERNANCE

As per Schedule V read with Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practice followed by the Company, together with the certificate from Company''s Auditors Confirming the compliance on Corporate Governance forms an integral part of this report.

FAMILIARISATION PROGRAMMES FOR DIRECTORS

Pursuant to Section 149 read with Schedule IV, Part III of the Companies Act, 2013 and Regulation 25 of the SEBI''s (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company familiarizes its Independent Directors on their roles, rights, responsibilities, nature of the industry in which the Company operates, business model of the Company and its products as a regular practice.

The details related to Directors attending the Familiarisation programmes are available on the website of the Company www.vipclothing.in.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanation obtained by them, the Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013 that:

(a) in the preparation of the annual accounts of the Company for the financial year ended on March 31,2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) 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 as at March 31,2024 and of the loss of the Company for the year ended on March 31,2024;

(c) 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;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS

STATUTORY AUDITORS

M/s. MSKA & Associates, Chartered Accountants, Mumbai, [Firm Registration No. 105047W], the Statutory Auditors of the Company, were appointed by the Shareholders at their meeting held on September 24, 2021 for a period of 5 years i.e. up to conclusion of 36^th Annual General Meeting.

The Ministry of Corporate Affairs (MCA), had amended the relevant provision of the Act relating the requirement of placing the matter relating to ratification of appointment of Statutory Auditors by members at every Annual General Meeting. Therefore, the ratification of appointment of Auditor is not required, M/s. MSKA & Associates, Chartered Accountants will continue to hold office till conclusion of the 36^th AGM and their appointment will not be subject to ratification by the members at every intervening AGM held after 31^st AGM.

Accordingly, the Auditors have given the audit report for the year ended on March 31, 2024. The said Auditors'' Report does not contain any qualifications, reservations or adverse remarks.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

During the year under review, There have been no instances of any fraud reported by the statutory auditors under section 143(12) of Companies Act 2013 and the Rules made thereunder to the Audit Committee of the Board.

COST RECORD AND COST AUDIT

There has been no notification till date, covering our industry for the purpose of maintenance of Cost Accounting Records and Cost Audit for the financial year 2023-24.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed M/S. RS & MP Associates (Unique Code No. P2017MH061400) Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended on March 31,2024 is appended as Annexure - B to this Report.

The qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditors in its report are selfexplanatory and therefore, there are no further explanations to be provided for in this report.

STATUTORY INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Account) Rules, 2014 is given in Annexure - C to this report.

The information required under Section 197(12) of the Companies Act, 2013 read with Sub Rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors Report for the year ended on March 31,2024 is given in a separate Annexure - D to this Report.

None of the Employees of the Company are in receipt of Rupees One Crore and Two Lakhs per annum or Rupees Eight Lakhs and Fifty Thousand per month during the year under review.

None of the employees listed in the said Annexure are a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two per cent of the Equity Shares of the Company.

The Business Responsibility Reporting as required by Regulation 34(2)(f) of Chapter IV of SEBI''s (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending on March 31,2024.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant and material orders were passed by the Regulators/Courts/Tribunals during the year which would impact the going concern status of the Company''s future operations.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED DURING THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AS ON THE DATE OF THIS REPORT

No material changes and commitments affecting the financial position of the Company occurred during the financial year to which these financial statements relate as on the date of this report.

CREDIT RATING

The Credit Rating rationale as on February 22, 2024, India Ratings and Research Private Limited has affirmed the following rating with respect to the Credit Bank Facilities availed by the Company as follows:

Instrument Type	Maturity Date	Size Issue (million)	Rating/Outlook	Rating Action
Fund-based working capital limit		INR616.3	IND BB/Negative/ IND A4	Long-term rating: downgraded; Short- term rating affirmed
Non-fund-based capital limit working	-	INR273.5	IND A4	Affirmed
Working capital term loan	May 2026	INR85.5	IND BB/Negative	Downgraded
Proposed non-fund-based working capital limit	-	INR50	IND A4	Affirmed

LISTING

Equity shares of the Company are listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and listing fees have been paid accordingly.

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

The Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has constituted Internal Complaints Committee (ICC).

During the year under review, no complaints pertaining to sexual harassment were received by the Committee. SAFETY, HEALTH & ENVIRONMENT

Your Company is committed to maintain its efforts in providing a safe working environment to its employees. At the same time, we are keeping our plants operational and thus, trying to contribute towards the restoration of the economic activity and provide earnings to labour and staff.

HUMAN RESOURCE

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization.

Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company''s Polices and Systems. The Company takes various HR initiatives to align the HR policy to the growing requirements of Business. Your Company regularly conducts technical and safety training programmes.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report.

COMPLIANCE WITH SECRETARIALSTANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

ACKNOWLEDGEMENT

The Directors of your Company acknowledge with deep sense of appreciation the encouragement, support and cooperation received by the Company from its Bankers viz. State Bank of India, IDBI Bank Limited, HDFC Bank Limited and BSE Limited, National Stock Exchange of India Limited, Members; Suppliers and Esteemed Customers and Employees of the Company.

CAUTIONARY STATEMENT

Statement made in the Annual Report including those stated under the caption “Management Discussion and Analysis” describing the Company''s plan, projections and expectations may constitute “forward looking statement” within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

Registered Office: By order of the Board of Directors

C-6, Road No.22, M.I.D.C., For VIP Clothing Limited

Andheri (East), Mumbai - 400 093 CIN: L18101MH1991PLC059804

Sunil J. Pathare

Place: Mumbai Chairman & Managing Director

Date: August 14, 2024 (DIN: 00192182)

Email: [email protected] Website: www.vipclothing.in

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Mar 31, 2018

The Directors of your Company are pleased to present, the 28^th Annual Report, on the working and the progress of the Company, alongwith audited financial statement of the Company for the financial year ended on March 31, 2018 and Report of the Auditors thereon.

1. FINANCIAL RESULTS

(Rs. in Lakhs)

	Current Year Ended March 31, 2018	Previous Year Ended March 31, 2017
Profit before Interest, Depreciation & Income Tax	1,179.87	1,665.99
Interest	(1,095.14)	(1,219.07)
Depreciation	(335.41)	(336.10)
Profit/(Loss) Before Tax (Before Exceptional income)	(250.68)	(110.82)
Add: Exceptional (Loss)/Income	(1.63)	(720.64)
Profit/(Loss) Before Tax after Exceptional income	(252.31)	(609.82)
Provision for Income tax Expense for prior period	79.07	-
Deferred Tax	(32.89)	35.40
Profits/(Loss) from continuing operation	(298.49)	(574.42)
Profits/(Loss) from discontinued operation	(8.73)	(164.31)
Profits/(Loss) for the year	(307.22)	(738.73)
Other Comprehensive income (net of tax)	4.21	(12.04)
Total Comprehensive Income attributable to owners of the Company	(303.01)	(750.77)
Profit Brought forward	5,759.62	6,510.34
Profit available for appropriation	5,456.61	5,759.62
Appropriation
Dividend and Tax on dividend	-	-
Closing balance in retain earnings	5,456.61	5,759.62

2. OPERATIONS

Revenue from operations for the financial year 2017-18 stood to Rs.22,237.76 Lakhs as against Rs.23,149.98 Lakhs in the previous financial year 2016-17. There was a decrease in revenue by 3.94% as compared to the previous year. This is mainly on account of drop in sales in Wholesale and institutional channel post GST.

The Earnings before Interest Depreciation and Amortisation (EBIDTA) during the year stood around 5.31% as against the 7.20 % in the previous year.

The Net loss for the F.Y. 2017-18 is stood to Rs.307.22 Lakhs as against the Net Loss of Rs.738.73 Lakhs in the previous financial year.

3. DIVIDEND

Due to loss in the financial year 2017-18, the Board does not recommended any dividend on Equity Share Capital for the financial year ended on March 31, 2018.

4. TRANSFER TO RESERVE

Due to loss in the current and previous financial year, no amount has been transferred to General Reserve for current and previous financial year.

5. SHARE CAPITAL& RIGHTS ISSUE

During the year, the Company had issued 1,65,19,304 fully paid-up equity shares of face value of Rs.2 each (“Rights Issue Equity Shares”) for cash at a price of Rs.26 per equity share including a share premium of Rs.24 per equity share aggregating up to Rs.4,295.02 Lakhs to the existing equity shareholders on a rights basis in the ratio of 1 fully paid-up equity shares for every 4 fully paid-up equity shares held by the existing equity shareholders on the record date, i.e. November 20, 2017 (“The Issue”). The Issue was open for subscription from November 28, 2017 to December 12, 2017. The Rights Issue Committee, in its meeting held on December 21, 2017, approved the allotment of 1,65,19,304 Rights Issue Equity Shares to the successful applicants, based on the ''basis of allotment'' approved by BSE Limited, the designated Stock Exchange for the issue. The shares were listed on BSE Limited & National Stock Exchange of India Limited and were admitted for dealing by both the exchanges with effect from December 27, 2017. The paid-up equity share capital of the Company has increased from Rs.13,21,54,430 to Rs.16,51,93,038.

6. COMPLETION OF TRANSACTION FOR SALE OF LAND & BUILDING SITUATED AT NANI DAMAN - DAMAN.

During the financial year, Company has completed transaction for sale of Land and Building situated at Nani Daman - Daman for a consideration of Rs.1.50 Crs with Daman Polythread Limited and had the capital loss of Rs.35.39 Lakhs from the sale.

7. SALE OF NON-CORE LAND SITUATED AT GOBICHETTIPALAYAM.

During the financial year Company has sold the non-core land admeasuring 0.41 acre situated at Kollappaluar Village, Gobichettipalayam, Erode district, Tamil Nadu - 638 456 for a consideration of Rs.73.76 Lakhs and had the capital profit of Rs.33.76 Lakhs from the sale.

8. SUBSIDIARY

The Company does not have any subsidiary Company.

9. FIXED DEPOSIT

During the year, the Company has not accepted any fixed deposits under the Companies Act, 2013.

10. CORPORATE GOVERNANCE

As per Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, Agreement with the Stock Exchange, a separate section on Corporate Governance practice followed by the Company, together with the certificate from Company''s Auditors confirming the compliance on Corporate Governance forms an integral part of this report.

11. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 as on March 31, 2018, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure - A.

12. NUMBER OF MEETING OF THE BOARD

The Board of Directors met 8 (Eight) times during the financial year 2017-18. The maximum interval between any two meetings did not exceed 120 days. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

13. WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. As per Regulation 46 of SEBI''s (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Whistle Blower Policy has been posted on the website of the Company (www.vipclothing.in). The Audit Committee shall oversee the Vigil Mechanism.

14. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The policy is available on the website of the Company www.vipclothing.in.

15. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, your Company has formulated a Policy on Related Party Transactions. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

This Policy specifically deals with the review and approval of material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval and also the Company has developed Related Party Transactions frame work through Standard Operating Procedures for the purpose of identification and monitoring of such transactions.

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and that provisions of Section 188 of the Companies Act, 2013 are not attracted. The policy is available on the website of the Company www.vipclothing.in.

16. CORPORATE SOCIAL RESPONSIBILITY

The details about the initiatives taken by the Company on Corporate Social Responsibility (CSR) activities during the year are as per the annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure -B to this Report. The policy is available on the website of the Company www.vipclothing.in.

17. RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company has formed a Risk Management Committee in accordance with the requirements of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of through mitigating actions on a continuing basis.

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and certified by Statutory as well as Internal Auditors'' and cover all offices, factories and key business areas, significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management systems.

18. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment.

The Company has constituted Internal Complaints Committee (ICC).

During the year ended March 31, 2018, no complaints pertaining to sexual harassment was received by the Committee.

19. DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanation obtained by them, the Directors make the following statement in term of Section 134(3)(c) of the Companies Act, 2013 that:

(a) the preparation of the annual financial statement of the Company for the financial year ended on March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) 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 as at March 31, 2018 and of the loss of the Company for the year ended on March 31, 2018;

(c) 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;

(d) the Directors have prepared the annual financial statement on a going concern basis; and;

(e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively.

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Arbitration Petition No. 24 of 2002 was filed by Cotton Corporation of India against our Company seeking compensation for Breach of Contract which Company lost and preferred an appeal in appropriate Appellate Courts and the said matter was concluded by Madras High Court in CMA No. 3274 of 2010 by giving Judgement against our Company and pursuant to the said order Company requires to pay the principle compensation amount of Rs.3,82,963/- jointly and severally along with additional cost to Cotton Corporation of India. Presently the Company has not paid the aforesaid amount due to dispute on additional cost. The Company had made the provision of Rs.33,82,963/- in the books of accounts.

Except above, 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.

21. AUDITORS

M/s. Sharp & Tannan, Chartered Accountants, Mumbai, [Firm Registration No. 109982W] the Statutory Auditors of the Company, were appointed by the Shareholders at their meeting held on September 27, 2016 for a period of 5 years i.e. upto conclusion of Thirty First Annual General Meeting.

In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Act, 2017, notified on May 7, 2018 ratification of appointment of Statutory Auditors at ever Annual General Meeting is no more a legal requirement. Accordingly, the Notice convening the ensuing Annual General Meeting does not carry any resolution on ratification of appointment of Statutory Auditors. However M/s. Sharp &Tannan has confirmed that they are eligible to continue as Statutory Auditors of the Company to audit the books of accounts of the Company for the Financial Year ending March 31, 2019 and accordingly M/s. Sharp &Tannan will continue to be the Statutory Auditors of the Company for the Financial Year ending March 31, 2019.

The Auditors'' Report does not contain any qualifications, reservations or adverse remarks.

22. COST AUDITORS

There has been no notification till date, covering our industry for the purpose of Cost Audit for the financial year 2017-18.

23. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed Mr. Rakesh Sanghani, Practicing Company Secretary (FCS No. 7647) (C.P No.6302) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure - C and forms an integral part of this Report.

There is no qualifications, reservations or adverse remarks in the report.

24. BOARD OF DIRECTORS

There has been no change in the composition of Board of Directors of the Company during the year under review.

Retirement by rotation

Pursuant to Section 152(6) of the Companies Act, 2013, Mr. Kapil Pathare would retire by rotation at the forthcoming AGM and being eligible, offers himself for re-appointment.

Re-appointment of Whole time Director

The Board of Directors of the Company on recommendation of Nomination and Remuneration Committee has re-appointed Mr. Kapil J. Pathare as Whole time Director of the Company for a period of 3 (Three) years with effect from April 1, 2019, subject to approval of members, as his current term of office is upto March 31, 2019

Re-appointment of Chairman and Managing Director

The Board of Directors of the Company on recommendation of Nomination and Remuneration Committee has re-appointed Mr. Sunil J. Pathare as Chairman and Managing Director of the Company for a period of 3 (Three) years with effect from April 1, 2019, subject to approval of members, as his current term of office is upto March 31, 2019.

Re-appointment of Independent Directors

The terms of office of following Independent Director, will expire on March 31, 2019. The Board of Director of the Company, on recommendation of the Nomination and Remuneration Committee to re-appoint them as an Independent Director of the Company for a second term of 5 (five) consecutive years on the expiry of their current term of office.

a) Mr. Robin Banerjee

b) Mr. Gopal Sehjpal

c) Mr. Chetan Sheth

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of Independence prescribed under the Act and the SEBI (LODR), Regulation.

25. BOARD INDEPENDENCE

The board of the Company as on March 31, 2018 consisted of 6 (Six) Directors out of which 4 (Four) are Independent Directors, and 2 (Two) are Executive Directors.

All the Independent Directors have given declarations that they meet the criteria of Independence derived from Regulation 16(b) of Chapter IV of SEBI''s (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 149(6) of the Companies Act, 2013.

26. PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI''s (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI circular no. SEBI/HO/CfD/CMD/CIR/P/2017/004 dated January 5, 2017, the Board carried out an annual evaluation of performance of its own and it''s Committees and the Directors individually. At the meeting of the Independent Directors held on March 22, 2018 and as per the guideline given by SEBI all the relevant factors for evaluating the performance of the Committees and of the Board was discussed.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any Loans, Guarantees and also not made any Investments under Section 186 of the Companies Act, 2013.

28. FAMILIARISATION PROGRAMMES FOR DIRECTORS

Familiarisation programs are conducted for the directors. The details of familiarisation programmes imparted to independent directors have been posted on the website of the Company at www.vipclothing.in .

29. STATUTORY INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Account) Rules, 2014 is given in Annexure - D to this report.

None of the Employees of the Company are in receipt of Rupees One Crore and Two Lakhs per annum or Rupees Eight Lakhs and Fifty Thousand per month during the year under review. Accordingly, no particulars of Employees are given pursuant to Section197(12) of the Companies Act, 2013 read with amended Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 and forming part of the Directors Report for the year ended March 31, 2018 is given in a separate Annexure - E to this Report.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two per cent of the Equity Shares of the Company.

The Business Responsibility Reporting as required by Regulation 34 of Chapter IV of Regulation 16(b) of Chapter IV of SEBI''s (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31, 2018.

30. EMPLOYEE STOCK OPTION SCHEME

The Company''s Employees Stock Option Scheme viz ESOS - 2017 is in place from 2017-18 and the Company has made grant under ESOS - 2017 to the eligible employees of the Company. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administer and monitor the Employees'' Stock Option Scheme of the Company.

The Schemes are in line with the SEBI (Share Based Employee Benefits) Regulation, 2014 (“SBEB Regulation”). The Company has received a certificate from the Auditors of the Company that the Scheme are implemented in accordance with SBEB Regulations and resolution passed by the members. The Certificate would be available at the Annual General Meeting for inspection by members. The details as required to be disclosed under SBEB Regulations is given in Annexure - F to this report.

31. UNCLAIMED SHARES SUSPENSE ACCOUNT

In compliance with the requirements of Regulation 39 (4) of the Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements), Regulations, 2015 (hereinafter referred to as ''SEBI (LODR) Regulations''), the Company had transferred -3,89,330 equity shares belonging to 292 shareholders to Investor Education and Protection Fund Authority” Ministry of Corporate Affairs, after sending three reminders to the concerned shareholders and following the procedures laid down under Schedule VI of the aforesaid Regulations. As on March 31, 2018, equity shares 3,89,330 belonging to 292 shareholders were lying unclaimed in the aforesaid account. In compliance with the requirements of the SEBI (LODR) Regulations, all corporate benefits declared by the Company in future, in respect of the aforesaid shares shall be transferred to the aforesaid account until the rightful shareholders claim for the aforesaid shares. The voting rights on the aforesaid shares shall also remain frozen till the rightful owners claim the shares.

32. ACKNOWLEDGEMENT

The Directors of your Company acknowledge with deep sense of appreciation the encouragement, support and co-operation received by the Company from its Bankers viz. State Bank of India, IDBI Bank Limited, HDFC Bank Limited, BSE Limited, National Stock Exchange of India Limited, Members, Suppliers and Esteemed Customers of the Company.

33. CAUTIONARY STATEMENT

Statement made in the Annual Report including those stated under the caption “Management Discussion and Analysis” describing the Company''s plan, projections and expectations may constitute “forward looking statement” within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

For and on behalf of the Board

Place: Mumbai Sunil J. Pathare

Date: August 13, 2018 Chairman & Managing Director

(DIN: 00192182)

Registered Office:

C-6, Road No.22,

MIDC, Andheri (East)

Mumbai 400 093

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Mar 31, 2015

THE MEMBERS MAXWELL INDUSTRIES LTD.

The Directors of your Company are pleased to present, the 25thAnnual Report, on the working and the progress of the Company, along with audited financial statement of the Company for the financial year ended on 31st March, 2015 and Report of the Auditors thereon.

1. FINANCIAL RESULTS

(Rs. in Lakhs) Current Year Previous Year Ended 31/03/2015 Ended 31/03/2014

Profit before Interest, Depreciation & Income Tax 2833.73 2426.87

Interest (1254.21) (1269.85)

Depreciation (490.65) (351.05)

Profit Before Tax 1088.87 805.97

Provision for Income Tax - Current (385.55) 230.98

Provision for Income Tax - Deferred 12.89 (42.33)

Tax adjustment for previous year (17.34) -

Profits for the year 698.87 532.66

2. DIVIDEND

Current Year Previous Year Ended 31/03/2015 Ended 31/03/2014

On 5% Redeemable Preference Shares 19.74 59.25

On Equity Shares 189.23 126.15

The Directors have recommended a dividend of 15% i.e. Rs. 0.30 (Thirty) paisa per Equity Share of Rs. 2/- each and 5% i.e. Rs. 5/- (Five) per 5% Redeemable Preference Share of Rs. 100/- each for the financial year ended on 31st March, 2015. This Dividend of Rs. 208.97 Lakhs along with dividend distribution tax of Rs. 41.78 Lakhs will absorb Rs. 250.75 Lakhs.

3. OPERATIONS

During the year under review, the Company recorded a turnover of Rs. 26,110 Lakhs as against Rs. 25,742 Lakhs in the previous year, registering marginal growth of 1.42%. The Company had reorganised its organisational structure by converting functional based working system to Strategic Business Unit (SBU) by allocating various Brands to each SBU. The Company sees an opportunity to grow by focusing on each Brand by way of a SBU. The Company had realigned its product mix so as to focus on the high margin product and curtailing the low margin product.

The Net Profit Before Tax stood at Rs. 108.87 Lakhs as against Rs. 805.97 and Profit After Tax is stood at Rs. 698.87 Lakhs in the current year as against Rs. 532.66 Lakhs in the previous year. The Company benefited on account of reduction in yarn price and conservative approach on spending on advertisement.

4. TRANSFER TO RESERVE

During the year under review, your Company transferred Rs. 70 Lakhs to the General Reserve Account and Rs. 789.97 Lakhs to Capital Redemption Reserve Account, out of the amount available for appropriations and an amount of Rs. 481.81 Lakhs retained in the Profit & Loss Account.

5. SUBSIDIARY

Your Company does not have any Subsidiary Company.

6. FIXED DEPOSIT

Your Company did not accept any fixed deposits from public during the year.

7. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance practice followed by the Company, together with the certificate from Company's Auditors confirming the compliance on Corporate Governance forms an integral part of this report.

8. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as on 31st March, 2015, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure - B.

9. NUMBER OF MEETING OF THE BOARD

The Board of Directors met 8 (Eight) times in the financial year 2014-15. The maximum interval between any two meetings did not exceed 120 days. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

10. WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company (www.maxwell.in). The Audit Committee shall oversee the Vigil Mechanism.

11. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The detailed of this policy is explained in Corporate Governance Report.

12. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, your Company has formulated a Policy on Related Party Transactions. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval and also the Company has developed Related Party Transactions framework through Standard Operating Procedures for the purpose of identification and monitoring of such transactions.

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business and that provisions of Section 188 of the Companies Act, 2013 are not attracted. There are no material related party transactions during the year under review with the promoters, Directors or Key Managerial Personnel.

13. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The CSR Committee was constituted by the Board of Directors of the Company at its meeting held on 23rd July, 2014. The CSR Policy of the Company and the details about the initiatives taken by the Company on Corporate Social Responsibility during the year are as per the annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure - C to this Report.

14. RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

Your Company has set up a Risk Management Committee in accordance with the requirements of Listing Agreement and framed the policy to monitor the risks and their mitigating actions.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and certified by Statutory as well as Internal Auditor and cover all offices, factories and key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems.

15. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment.

Your Company has constituted Internal Complaints Committee (ICC).

During the year ended 31st March, 2015, no complaints pertaining to sexual harassment was received by the Committee.

16. DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanation obtained by them your Directors make the following statement in term of Section 134(3)(c) of the Companies Act, 2013 that:

(a) the preparation of the annual financial statement of the Company for the financial year ended on 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) 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 as at 31st March, 2015 and of the profit of the Company for the year ended on 31st March, 2015;

(c) 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;

(d) the Directors have prepared the annual financial statement on a going concern basis; and

(e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively.

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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.

18. AUDITORS

M/s. Attar & Company, Chartered Accountants, hold office as auditor of the Company until the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment in accordance with Section 139, 142 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rule, 2014. It is proposed to appoint them as Auditor of the Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.

19. COST AUDITORS

The Company had submitted Cost Audit Report for the financial year 2013-14 with the Ministry of Corporate Affairs. However, there has been no notification till date, covering our industry for the purpose of Cost Audit for the financial year 2014-15.

20. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and Rule made thereunder, the Company has appointed Mr. Rakesh Sanghani, Practicing Company Secretary (C.P No.6302) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure - D and forms an integral part of this Report.

21. BOARD INDEPENDENCE

Our definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013:

1. Mr. Robin Banerjee

2. Mr. Gopal Sehjpal

3. Mr. Chetan Sheth

4. Dr. Arvind Kulkarni

5. Mrs. Meher Castelino

22. STATUTORY INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Account) Rules, 2014 is given in Annexure - A to this report.

None of the Employees of the Company are in receipt of Rupees Sixty Lakhs per annum or Rupees Five Lakhs per month during the year under review. Accordingly, no particulars of Employees are given pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014.

The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 and forming part of the Directors Report for the year ended 31st March, 2015 is given in a separate Annexure - B to this Report.

The above Annexure is not being sent along with this Report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members interested in obtaining a copy of the annexure may write to the Company Secretary at the Company's Registered Office. The aforesaid annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before the 25th Annual General Meeting and upto the date of the ensuing Annual General Meeting during business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two per cent of the Equity Shares of the Company.

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock Exchange is not applicable to your Company for the financial year ending 31st March, 2015.

23. REDEMPTION OF 5% REDEEMABLE PREFERENCE SHARES

The Company had redeemed its 1st trench of 3,94,984 - 5% Redeemable Preference Shares of Rs.100/- each on 31st July, 2014 and 2nd trench of 3,94,984 on 31st January, 2015 and the last i.e 3rd trench will be redeemed on 31st January, 2016 as per the terms of issue and allotment of 5% Redeemable Preference Shares.

24. ACKNOWLEDGEMENT

The Directors of your Company acknowledge with deep sense of appreciation the encouragement, support and co-operation received by the Company from its Bankers viz. State Bank of India, IDBI Bank Limited, HDFC Bank Limited, BSE Limited, National Stock Exchange of India Limited, Members, Suppliers and Esteemed Customers of the Company.

25. CAUTIONARY STATEMENT

Statement made in the Annual Report including those stated under the caption "Management Discussion and Analysis" describing the Company's plan, projections and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

For and on behalf of the Board

Place: Mumbai J. K. Pathare Date: 30th May, 2015 (Chairman) DIN: 00203211

Registered Office: Plot No.C-6, Road No.22, MIDC, Andheri (East) Mumbai 400 093

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Mar 31, 2014

Dear members,

The Directors of your Company are pleased to present, the 24th Annual Report, on the working and the progress of the Company, along with audited accounts, for the financial year ended on 31st March, 2014 and Report of the Auditors thereon.

FINANCIAL RESULTS (Rs. in Lakhs)

Current Year Previous Year ended ended 31/03/2014 31/03/2013

Profit before Interest, Depreciation & Income Tax 2426.88 2170.45

Less : Interest 1269.86 1391.52

Less : Depreciation 351.05 340.42

Profit Before Tax 805.97 438.51

Less : Provision for income tax - Current 230.98 105.70

Less : Provision for income tax - Deferred 42.33 51.30

Add : Tax adjustment for previous year 0.00 3.00

Profits for the year 532.66 284.51

DIVIDEND

Current Year Previous Year ended ended 31/03/2014 31/03/2013

On 5% Redeemable Preference Shares 59.25 59.25

On Equity Shares 126.15 157.69

The Directors have recommended a dividend of 10% on Equity Shares i.e. Rs. 0.20 (Twenty) paisa per Equity Share of Rs. 2/- each and 5% on Redeemable Preference Shares Rs. 5/- (Five) per Preference share of Rs. 100/- each for the financial year ended on 31st March, 2014. This Dividend of Rs. 185.40 Lakhs along with dividend distribution tax of Rs. 31.50 Lakhs will absorb Rs. 216.91 Lakhs.

OPERATIONS

During the year under review, the Company recorded a net turnover of Rs. 25,742 Lakhs as against Rs. 24,947 Lakhs in the previous year, registering an increase of 3.19%. The Company faced problems in optimizing the labour complement of operators at its factories.The impact of Government schemes, for rural employment, had some impact on the supply front. Apart from attrition and additional cost involved in training, this also had an impact on the production, thereby effecting supplies. To address these issues, the company has drawn up plans, to augment it present capacity of dormitory workers, with the building up of an additional dormitory, for which suitable land is available inside the factory campus in Thingalur. Similiar efforts, are also being contemplated at Umbergaon factory. By adopting such strategy, the company plans to overcome these issues.

The Net Profit Before Tax stood at Rs. 805.97 Lakhs as against Rs. 438.51 Lakhs in the previous year and Profit After Tax is stood at Rs. 532.66 Lakhs in the current year as against Rs. 284.51 Lakhs in the previous year.

FIXED DEPOSIT

Your Company did not accept any fixed deposits from public during the year.

SUBSIDIARY

Your Company does not have any subsidiary Company.

DIRECTORS

In terms of the Companies Act, 2013 ("Act") Independent Directors are required to be excluded while computing the number of Directors to retire by rotation. Accordingly it is proposed to change the terms of office of Mr. Sunil Pathare and Mr. Kapil Pathare from Director non- retiring to Director retiring by rotation.

As of the date of this report, Mr. Robin Banerjee, Mr. Gopal Sehjpal, Mr. Chetan Sheth and Mr. Arvind Kulkarni are Independent Directors as per Clause 49 of the Listing Agreement and were appointed under the Companies Act, 1956 as Directors liable to retire by rotation. In order to give effect to the applicable provision of Section 149 and 150 of the new Companies Act, 2013, it is proposed that these Directors be appointed as Independent Director, to hold office for five consecutive years, for a term upto March 31st 2019.

The Company has received declaration from all the Independent Director of the Company confirming that they meet the criteria of Independence as prescribed under the applicable provision of Section 149 of the Act and under Clause 49 of the Listing Agreement with the Stock Exchange.

AUDITORS

M/s. Attar & Company, Chartered Accountants, holds office as auditors of the Company until the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment in accordance to Section 139,142 and other applicable provisions of the Companies Act, 2013 and of the Companies (Audit and Auditors) Rules, 2014. It is proposed to re-appoint them as Auditor of the company from the conclusion of this Annual General Meeting until the completion of the next Annual General Meeting of the Company.

COST AUDITORS

The Central Government vide its notification dated 3rd June, 2011 under the Companies (Cost Accounting Record) Rules, 2011 directed the Company to get the cost accounting record been audited by Practicing Cost Auditor and submit the cost audit report with Ministry of Corporate Affairs.

The Company has appointed Mr. Sushil Kumar Agarwal of M/s. S.K. Agarwal & Associates, Practising Cost Accountants as a Cost Auditor of the Company, for the issue of Cost Audit Report for the financial year 2013-14.

The Company had submitted the Cost Audit Report for the financial year 2012-13 with the Ministry of Corporate Affairs.

However there has been no notification till date, covering the industry for the purpose of Cost Audit for the financial year 2014-15.

PERSONNEL

The Human asset is very vital to the Company and the Company regards its employees as its strength and accords high priority to training and development of employees. Your directors placed on record the appreciation, efforts and dedication of the employees in supporting the various initiatives of the Company.

Information Pursuant to Section 217 of the Companies Act, 1956.

Energy conservation, technology absorption & Foreign Exchange earning & Outgo.

The information required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption, foreign exchange earnings/outgo, are set out in the Annexure to this report.

Particulars of Employees:

Pursuant to the amendment in Companies (particulars of employees) Rules, 2011 vide notification No. GSR 289(E) dated 31.03.2012 issued by Ministry of Corporate Affairs, none of the employee of the Company were in receipt of Rs. Sixty Lakhs per annum or Rs. Five Lakhs per Month during the year under review. Accordingly, no particulars of Employees are given pursuant to the provisions of Section 217(2A) of Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 1956 the Directors confirm that:

* In the preparation of the annual accounts, the applicable accounting standards have been followed.

* Appropriate accounting principles have been selected and applied consistently, and have 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 as at 31st March, 2014 and of the profits of the Company for the period ended on 31st March, 2014.

* Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

* The annual accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

The Company is committed to maintain highest standards of Corporate Governance. The Securities and Exchange Board of India (SEBI) has introduced a code of Corporate Governance for listed companies which are implemented through the Listing Agreement with the Stock Exchanges, in which the Company''s shares are listed. A separate report on Corporate Governance form a part of the Annual Report.

REDEMPTION OF 5% REDEEMABLE PREFERENCE SHARES

The Company had issued and allotted the 24,35,000, 5% Redeemable Preference Shares of Rs. 100/- each on 1st February, 2006, redeemable after 31st January 2016 with an option to the Company to redeem it at the end of the 8th, 9th and 10th Year, in three equal installment. The Company had bought back 12,50,050 5% Redeemable Preference Shares (6,20,600 shares in FY. 2010-11) and (6,29,450 shares in FY 2011-12).

As per the terms, the Company exercises its options to redeem its 5% Redeemable Preference Shares in three equal installments which is due from the end of 8th year. The Company will redeemed (along with the dividend) its 1st trench of 3,94,984 of 5% Redeemable Preference Shares of Rs. 100/- each on or before 31st July 2014.

ACKNOWLEDGMENT

The Directors of your Company acknowledge with deep sense of appreciation the encouragement, support and co-operation received by the Company from its Bankers viz. State Bank of India, IDBI Bank Limited, HDFC Bank Limited, Kotak Mahindra Bank Limited, BSE Limited, National Stock Exchange of India Limited, Shareholders, Suppliers and Esteemed Customers of the Company.

CAUTIONARY STATEMENT

Statement made in the Annual Report including those stated under the caption "Management Discussion and Analysis" describing the Company''s plan, projections and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

For and on behalf of the Board

Place: Mumbai J.K. Pathare Date: 23rd July, 2014 (Chairman)

Registered Office: Plot No.C-6, Road No.22, MIDC, Andheri (East) Mumbai 400 093

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Mar 31, 2013

To, THE MEMBERS OF MAXWELL INDUSTRIES LTD.

The Directors of your Company are pleased to present, the 23rd Annual Report, on the working and the progress of the Company, along with audited accounts, for the financial year ended on 31st March, 2013 and Report of the Auditors thereon.

FINANCIAL RESULTS

(Rs. in Lakhs)

Current Year Previous Year ended 31/03/2013 ended 31/03/2012

Profit before Interest, Depreciation & Income Tax 2170.45 1872.50

Less : Interest 1391.52 1491.33

Less : Depreciation 340.42 352.17

Profit before tax on ordinary activities 438.51 29.00

Profit on exceptional items 587.21

Profit before tax 438.51 616.21

(Less): Provision for income tax - Current 105.70 123.74

(Less): Provision for income tax - Deferred 51.30 20.60

Profit after tax 281.51 471.87

Add/(Less): Tax adjustment for previous year 3.00 (7.81)

Profits for the year 284.51 464.06

DIVIDEND

(Rs. in Lakhs)

Current Year Previous Year ended 31/03/2013 ended 31/03/2012

On buy back of 5% Redeemable Preference Shares 21.35

5% Redeemable Preference Shares 59.25 59.25

Equity Dividend 157.69 189.23



The Directors have recommended a dividend of 12.50% on Equity Shares Rs. 0.25 (Twenty Five) paisa per Equity Share of Rs. 2/- each and 5% on Redeemable Preference Shares Rs. 5/- (Five) per Preference Share of Rs. 100/- each for the financial year ended on 31st March, 2013. This Dividend of Rs. 216.94 Lakhs along with dividend distribution tax of Rs. 35.19 Lakhs will absorb Rs. 252.13 Lakhs.

OPERATIONS

During the year under review, the Company recorded a turnover of Rs. 24,947 Lakhs as against Rs. 21,990 Lakhs in the previous year, registering an increase of 13.45% driven by higher volumes in the brands and improved price realization. The sales volume could have been higher but for after the effect of zero % (percentage) excise duty on branded garment, the trade expecting a roll back on the price of the finished goods, reduces their off take, resulting in a serious drop of sales during the last quarter of the financial year. The Net Profit Before Tax stood at Rs. 438.51 Lakhs as against Rs. 29.00 Lakhs (Rs. 288.25 from continuing operations Less Rs. 259.25 Lakhs from discontinuing operations) and exceptional capital profit NIL during the current year against Rs. 587.21 Lakhs in the previous year and Profit After Tax is stood at Rs. 284.51 Lakhs in the current year as against Rs. 464.06 Lakhs in the previous year.

During the financial year, the Company had spent a substantial amount on Advertisement and Sales Promotion activities to keep momentum in the market.

All the manufacturing units are presently running at its normal capacity. During the year under review, there was fire, which broke out at our Thingalur Stitching unit. There was damage to a portion of the building and machinery on the floor, some Raw Material, WIP and Finish Goods kept on the floor were damaged by fire. The entire Building, Plant and Machinery and Inventory have been insured on replacement basis and the Company expects to get its claim settled shortly. There was no loss of life or injury in the accident which happened around mid night. After the accident, the Company had been in a position to regularize its operation and restore normalcy within a week''s time. As on date, the damaged building has been reconstructed and the assets lost replaced.

FIXED DEPOSIT

Your Company did not accept any fixed deposits from public during the year.

SUBSIDIARY

Your Company does not have any Subsidiary Company.

DIRECTORS

Mr. Chetan Sheth, Director of the Company, retire by rotation and being eligible, offer himself for re-appointment.

Dr. Arvind Kulkarni, Director of the Company, retire by rotation and being eligible, offer himself for re-appointment.

The office term of Mr. Sunil J. Pathare, as a Vice Chairman & Managing Director of the Company, expires on 16th July, 2013. The Remunerations Committee and Board of Directors of the Company at their meeting held on 15th May, 2013 approved the re-appointment of Mr. Sunil J. Pathare as a Vice Chairman and Managing Director of the Company for the further period of 3 (Three) years effective from 1st April, 2013 to 31st March, 2016. The details of his re-appointment and remuneration are disclosed in the Notice of Annual General Meeting.

The office term of Mr. Kapil J. Pathare, as a Whole time Director of the Company, expires on 30th June, 2013. The Remunerations Committee and Board of Directors of the Company, at their meeting held on 15th May, 2013 approved the re-appointment of Mr. Kapil J. Pathare as a Whole time Director of the Company for the further period of 3 (Three) years effective from 1st April, 2013 to 31st March, 2016. The details of his re-appointment and remuneration are disclosed in the Notice of Annual General Meeting.

AUDITORS

M/s. Attar & Company, Chartered Accountants, holds office as auditors of the Company until the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment.

COST AUDITORS

The Central Government vide its notification dated 3rd June, 2011 under the Companies (Cost Accounting Record) Rules, 2011 directed the Company to get the cost accounting record been audited by Practising Cost Auditor for the financial year 2012-13 and submit the Cost Audit Report with Ministry of Corporate Affairs.

The Company has appointed Mr. Sushil Kumar Agarwal of M/s. S.K. Agarwal & Associates, Practising Cost Accountants as a Cost Auditor of the Company, for the issue of Cost Audit Report for the financial year 2012-13.

The Company had submitted the Compliance Report for the financial year 2011-12 with the Ministry of Corporate Affairs.

PERSONNEL

The Industrial Relations scenario are cordial. The Company regards its employees as its strength and accords high priority to training and development of the employees. Your Directors placed on record the appreciations, efforts and dedication of the employees in supporting the various initiatives of the Company.

Information Pursuant to Section 217 of the Companies Act, 1956.

Energy conservation, technology absorption & Foreign Exchange earning & Outgo.

The information required to be disclosed under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption, foreign exchange earnings / outgo, are set out in the Annexure to this report.

Particulars of Employees:

Pursuant to the amendment in Companies (particulars of employees) Rules, 2011 vide notification No. GSR 289(E) dated 31.03.2011 issued by Ministry of Corporate Affairs, none of the employee of the Company were in receipt of Rupees Sixty Lakhs per annum or Rupees Five Lakhs per Month during the year under review. Accordingly, no Particulars of Employees are given pursuant to the provisions of Section 217(2A) of Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2002 the Directors confirm that:

-I n the preparation of the annual accounts, the applicable accounting standards have been followed.

-Appropriate accounting principles have been selected and applied consistently, and have 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 as at 31st March, 2013 and of the profits of the Company for the period ended on 31st March, 2013.

-Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

-The annual accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

The Company is committed to maintain highest standards of Corporate Governance. The Securities and Exchange Board of India (SEBI) has introduced a code of Corporate Governance for Listed Companies which are implemented through the Listing Agreement with the Stock Exchanges, in which the Company''s shares are listed. A separate report on Corporate Governance form a part of the Annual Report.

ACKNOWLEDGEMENT

The Directors of your Company acknowledge with deep sense of appreciation the encouragement, support and co-operation received by the Company from its Bankers viz. State Bank of India, IDBI Bank Limited, HDFC Bank Limited, Kotak Mahindra Bank Limited, SIDBI, Bombay Stock Exchange Limited, National Stock Exchange of India Limited, Shareholders, Suppliers and Esteemed Customers of the Company.

CAUTIONARY STATEMENT

Statement made in the Annual Report including those stated under the caption "Management Discussion and Analysis" describing the Company''s plan, projections and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

Place: Mumbai For and on behalf of the Board

Date: 15th May, 2013

Registered Office J.K. Pathare

Plot No.C-6, Road No.22, (Chairman)

MIDC, Andheri (East)

Mumbai 400 093

---

Mar 31, 2012

THE MEMBERS MAXWELL INDUSTRIES LTD.

The Directors of your Company are pleased to present, the 22M Annual Report, on the working and the progress of the Company, along with audited accounts, for the financial year ended on 31st March, 2012 and Report of the Auditors thereon.

FINANCIAL RESULTS (Rs in Lakhs)

Current Year Previous Year Ended Ended 31/03/2011 31/03/2011

Profit before Interest, Depreciation & Income Tax 1,913.75 2,041.76

Less Interest 1,493.09 1,369.72

Less : Depreciation 391.66 431.84

Profit before tax on ordinary activities 29.00 240.20

Profit on exceptional items 587.21 -

Profit before tax 616.21 240.20

(Less): Provision for income tax - Current & FBT 123.74 -

(Less): Provision for income tax - Deferred 20.60 37.17

Profit after tax 471.87 203.03

Add/(Less): Tax adjustment for previous year (7.81) (39.71)

Profits for the year 464.06 163.32

DIVIDEND (Rs in Lakhs)

Current Year Previous Year Ended Ended 31/03/2011 31/03/2011

On buy back of 5% Redeemable Preference Shares 21.35 14.11

5% redeemable Preference Shares 59.25 90.72

Equity Dividend 189.23 63.08

The Directors have recommended a dividend of 15 % on Equity Shares (Thirty paisa per Equity Share of Rs 21- each) and 5% on Redeemable Preference Shares (Rs 51- per share of Rs 100/- each) for the financial year ended on 31s1 March, 2012. This Dividend of Rs 248.48 lakhs along with dividend distribution tax of Rs 30.70 Lakhs will absorb Rs 279.18 Lakhs. The Company has paid the Dividend Rs 21.35 Lakhs and Dividend Distribution Tax of Rs 9.61 Lakhs on Buy back of Preference Shares.

OPERATIONS

During the year under review, the Company recorded a Hosiery turnover of Rs 21,990 Lakhs as against Rs 22,372 Lakhs in the previous year.

The operation of the Company was seriously affected in the area of processing of greige fabric. The High Court of Tamil Nadu had passed strictures shutting down all the processing units in and around Tirupur, including the Company's unit located at Perundurai in Tamil Nadu.

Due to this, the Company faced serious problem in the production of finished fabric which impacted the Company's production of finished products. The Company had to source production facilities from places like Kolkata, Mumbai etc to meet the requirement of its Tamil Nadu stitching unit, which resulted in high cost and operational time. The Company's 60% production orginates from Tamil Nadu. The closure of Perundurai processing unit, resulted in serious drop in production and hence sales. After implementing CAPEX at Perundurai processing unit as suggested by the Monitoring Committee, now we are happy to inform that we are one of the few companies which has been permitted to restart.

COMPLETION OF SALE/DISPOSAL OF SPINNING BUSINESS AT GOBICHETTIPALAYAM

The Members had approved by way of Special Resolution, the Sale of Spinning Business of the Company on Slum Sale basis situated at Gobicheittpalayam fora consideration of Rs 3900 Lakhs to M/s. M C Spinners Private Limited.

The Company has completed the sale transaction in the month of December, 2011 by receiving total consideration of Rs 3,900 Lakhs for transfer of fixed assets and net current assets and made a capital profit of Rs 587 Lakhs.

The Company's Gobi unit was supplying about 50% of its yarn requirement; now after sale of Gobi unit the entire quantity is being outsourced either as yarn or as finished fabric directly from the market.

FIRE BROKE OUT IN STITCHING UNIT ATTHINGALLUR

During the current financial year, afire broke out at the center building oftheThingalur stitching unit in Tamil Nadu. This resulted in loss to the plant & machinery and building and raw material, work in progress and finished goods stock on the floor. There was no loss of life or injury in this accident. It took almost ten hours to put out the blaze. The Company's property/stocks have all been adequately insured. The Company production facility has been reoriented so that the loss of production due to fire could be minimized.

FIXED DEPOSIT

Your Company did not accept any fixed deposits from public during the year.

SUBSIDIARY

Your Company does not have any subsidiary Company.

DIRECTORS

Mr. Gopal Sehjpal, Director of the Company, retire by rotation and being eligible, offer himself for re-appointment.

Dr.Arvind Kulkarni, Director of the Company, retire by rotation and being eligible, offer himself for re-appointment.

Mr. Robin Banerjee, Director of the Company, retire by rotation and being eligible, offer himself for re-appointment.

AUDITORS

M/s Attar & Company, Chartered Accountants, holds office as auditors of the Company until the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment.

COST AUDITORS

The Central Government vide its notification dated 3r" June, 2011 under the Companies (Cost Accounting Record) Rules, 2011 directed the Company to maintain the Cost accounting record for the financial year 2011-12 and obtain the Compliance Report from the practising cost auditor and also vide notification dated 3rd June, 2011 under the Companies (Cost Audit Report) Rules, 2011 directed the Company to get the cost accounting record been audited by Practising Cost Auditor for the financial year 2012-13 and submit the cost audit report with Ministry of Corporate affairs.

The Company has appointed Mr. Sushil Kumar Agarwal of M/s. S.K. Agarwal & Associates, Practising Cost Accountants as a Cost auditor, for issue of Compliance Report for the financial year 2011-12 and Cost audit report for the financial year 2012-2013.

The Compliance Report for the financial year ended 31st March, 2012 will be filed within the prescribed period.

PERSONNEL

The Industrial relations with employees continued to be cordial through out the year. Various initiatives in training program which included in house, on the job as well as external training were carried out to enhance managerial and technical skills. Employees have taken initiatives in developing inhouse Quality assurance system and 5-S implementation programme on shop floor. Job enlargement / enrichment among the existing employees have given positive impact on payroll. Your Directors placed on record the appreciation, efforts and dedication of the employees in supporting the various initiatives of the Company.

Information Pursuant to Section 217 of the Companies Act, 1956.

Energy conservation, technology absorption & Foreign Exchange earning & Outgo.

The information required to be disclosed under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption, foreign exchange earnings / outgo, are set out in the Annexure to this report.

Particulars of Employees:

Pursuant to the amendment in Companies (particulars of employees) Rules, 2011 vide notification No. GSR 289(E) dated 31.03.2011 issued by Ministry of Corporate Affairs, none of the employee of the Company were in receipt of Rs. Sixty Lacs per annum or Rs Five Lacs per Month during the year under review. Accordingly, no particulars of Employees are given pursuant to the provisions of Section 217(2A) of Companies Act, 1956.

DIRECTORS' RESPONSIBILITY

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2002 the Directors confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed.

- Appropriate accounting principles have been selected and applied consistently, and have 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 as at 31st March, 2012 and of the profits of the Company for the period ended on 31s1 March, 2012.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

The Company is committed to maintain highest standards of Corporate Governance. The Securities and Exchange Board of India (SEBI) has introduced a code of Corporate Governance for listed companies which are implemented through the Listing Agreement with the Stock Exchanges, in which the Company's shares are listed. A separate report on Corporate Governance form a part of the Annual Report.

BUY BACK OF 5% REDEEMABLE PREFERENCE SHARES

The Buyback of 6,29,450 - 5% Redeemable Preference Shares were kept on hold in the last financial year due to price of basic raw material was increased substantially in that financial year.

During the financial year under review, the Board of Directors of the Company after reviewing the financial position of the Company within its power, approved the Buyback of 6,29,450 - 5% Redeemable Preference Shares of Rs 100/- each at par, as per the provision of Section 77Aand rules made there under Companies Act, 1956.

ACKNOWLEDGEMENT

The Directors of your Company acknowledge with deep sense of appreciation the encouragement, support and co-operation received by the Company from its Bankers viz. State Bank of India, IDBI Bank Limited, HDFC Bank Limited, Kotak Mahindra Bank Limited and SIDBI, Bombay Stock Exchange Limited, National Stock Exchange of India Limited, shareholders, suppliers and esteemed customers of the Company.

CAUTIONARY STATEMENT

Statement made in the Annual Report including those stated under the caption "Management Discussion and Analysis" describing the Company's plan, projections and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

Mumbai For and on behalf of the Board

Date: 14th May, 2012

Registered Office J.K. Pathare

PlotNo.C-6,RoadNo.22, (Chairman)

MIDC,Andheri(East)

Mumbai 400093

---

Mar 31, 2011

THE MEMBERS

MAXWELL INDUSTRIES LTD.

The Directors of your Company, are pleased to present, the 21st Annual Report, on the working and the progress of the Company, along with audited accounts, for the financial year ended on 31st March, 2011 and Report of the Auditors thereon.

FINANCIAL RESULTS

(Rupees in Lakhs)

Current Year Previous Year Ended Ended 31/03/2011 31/03/2010

Profit before Interest, Depreciation & Income Tax 1994.11 2638.74

Less Interest 1322.09 1136.32

Less : Depreciation 431.84 435.15

Profit before tax 240.18 1067.27

(Less): Provision for income tax - Current & FBT 0.00 (329.28)

(Less): Provision for income tax - Deferred (37.17) (36.07)

Profit after tax 203.01 701.92

Add/(Less): Tax adjustment for previous year (39.17) (48.87)

Profits for the year 163.30 653.05

DIVIDEND

(Rupees in Lakhs)

Current Year Previous Year Ended Ended 31/03/2011 31/03/2010

On buy back of 5% Redeemable Preference Shares 14.11 0.00

5% redeemable Preference Shares 90.72 121.75

Equity Dividend 63.08 252.31

The Directors have recommended a dividend of 5% on Equity Shares (10 paisa per Equity Share of Rs.2/- each) and 5% on Redeemable Preference Shares (Rs.5/- per share of Rs. 100/- each) for the financial year ended on 31st March, 2011. This Dividend of Rs. 153.80 lakhs along with dividend distribution tax of Rs.24.95 lakhs will absorb Rs. 178.75 lakhs. The Company has paid the Dividend of Rs.14.11 lakhs and Dividend Distribution Tax of Rs. 2.34 lakhs on Buy back of Preference Shares.

OPERATIONS

During the year, your Company has achieved sales of Rs.229.48 crores, as against Rs.211.39 crores in the previous year. Sales for hosiery business was Rs. 221.58 crores against Rs. 203.17 crores in the previous year representing an increase of 9.06 % growth over the previous year. The external sales of the Spinning Division was Rs.7.73 crores against Rs.8.22 crores in the previous year.

The year 2010-11 had been a turbulent year for the textile industries. The prices of main raw materials i.e Cotton & Yarn showed an unprecedented increase with the input price rising by more than 85% in the financial year, putting the entire cost structure into severe strain.

Apart from this, the processing facility in the south were affected due to closure notice issued resulting from strictures passed by Hon'ble High Court of Tamil Nadu, on the issue of pollution and effluent treatment. The Company's unit at Perundurai had to be shut, resulting in disruption in processing activities of the Company. The Company has now incurred capex to up grade the effluent treatment facility at Perundurai and is awaiting the clearance to restart the unit.

Further the imposition of Excise duty on all branded textile products in the month of February, 2011 had an affect on depressing the sales for the month of March, 2011.

All these had an impact on sales, stocks and profitability of the Company.

SALE/ DISPOSAL OF SPINNING DIVISION AT GOBI.

As members are aware that, Board had sought the approval of members of the Company for sale/disposal of Spinning Division of Company situated at Gobichettipalayam, Erode in terms of Section 293(1 )(a) of the Companies Act, 1956.

FIXED DEPOSIT

Your Company did not accept any fixed deposits from public during the year.

SUBSIDIARY

Your Company does not have any subsidiary Company.

DIRECTORS

Mr. Chetan Sheth, Director of the Company, retire by rotation and being eligible, offer himself for re-appointment.

Mr. Manish Chhajed, Director of the Company, retire by rotation and being eligible, offer himself for re-appointment.

AUDITORS

M/s Attar & Company, Chartered Accountants, holds office as auditors of the Company until the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment.

PERSONNEL

The Industrial relations with employees continued to be cordial through out the year. Various initiatives in training program which included in house, on the job as well as external training were carried out to enhance managerial and technical skills. Employees have taken initiatives in developing in house Quality assurance system and 5-S implementation programme on shop floor. Job enlargement/ enrichment among the existing employees have given positive impact on efficiency. Your Directors placed on record the appreciation, efforts and dedication of the employees in supporting the various initiatives of the Company.

Information Pursuant to Section 217 of the Companies Act, 1956.

Energy conservation, technology absorption & Foreign Exchange earning & Outgo.

The information required to be disclosed under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption, foreign exchange earnings / outgo, are set out in the Annexure to this report.

Particulars of Employees:

Pursuant to the amendment in Companies (particulars of employees) Rules, 2011 vide notification No. GSR 289(E) dated 31.03.2011 issued by the Ministry of Corporate Affairs, none of the employees of the Company were in receipt of Rs. Sixty Lakhs per annum or Rs. Five Lakhs per month during the year under review. Accordingly, particulars of Employees are not given pursuant to the provisions of Section 217(2A) of Companies Act, 1956.

DIRECTORS' RESPONSIBILITY

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2002 the Directors confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed.

- Appropriate accounting principles have been selected and applied consistently, and have 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 as at 31st March, 2011 and of the profits of the Company for the period ended on 31st March, 2011.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

The Company is committed to maintain highest standards of Corporate Governance. The Securities and Exchange Board of India (SEBI) has introduced a Code of Corporate Governance for listed companies which are implemented through the Listing Agreement with the Stock Exchanges, in which the Company's shares are listed. A separate report on Corporate Governance form a part of the Annual Report.

BUY BACK OF 5% REDEEMABLE PREFERENCE SHARES

The members had passed on 15th May, 2010, a Special Resolution under Section 77Aof the Companies Act, 1956 enabling the Company and its Board of Directors to Buy Back upto 12,50,050 fully paid up, 5% Redeemable Preference Shares, from the existing Preference Shareholders of the Company.

The Company upto 14th September, 2010 has bought back 6,20,600 out of 12,50,050 Preference Shares from the existing Preference Shareholders.

As informed to you, during the financial year under review the price of raw materials were increased substantially as compared to previous year. The Board of Directors of the Company, seeing the implication and effect of raise in the price of basic raw materials on the cash flow of the Company has kept on hold the buy back of remaining 6,29,450 Preference Shares.

The Special Resolution passed by the members under section 77A of the Companies Act, 1956 is valid for a period of one year from the date of passing of Special Resolutions. As the Special Resolution passed by the members has expired.

ACKNOWLEDGEMENT

The Directors of your Company acknowledge with deep sense of appreciation the encouragement, support and co-operation received by the Company from its Bankers viz. State Bank of India, IDBI Bank Limited, Standard Chartered Bank, Barclays Bank PLC, Bombay Stock Exchange Limited, National Stock Exchange of India Limited, shareholders, suppliers and esteemed customers of the Company.

CAUTIONARY STATEMENT

Statement made in the Annual Report including those stated under the caption "Management Discussion and Analysis" describing the Company's plan, projections and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

For and on behalf of the Board

J.K. Pathare (Chairman)

Mumbai Date: 30thMay, 2011

Registered Office Plot No.C-6, Road No.22, MIDC,Andheri(East) Mumbai 400 093

---

Mar 31, 2010

The Directors of your Company, are pleased to present, the 20th Annual Report, on the working and the progress of the Company, along with audited accounts, forthe year ended on315 March, 2010and Report of the Auditors thereon.

FINANCIAL RESULTS (Rupees in Lakhs) Current Year Previous Year Ended 31/03/2010 Ended 31/03/2009

Profit before Interest, Depreciation & Income Tax 2638.74 2374.12

Less: Interest 1136.32 829.20

Less : Depreciation 435.15 442.84

Profit before tax 1067.27 1102.08

(Less): Provision for income tax - Current & FBT (329.28) (335.43)

(Less): Provision for income tax - Deferred (36.07) (58.16)

Profit after tax 701.92 708.49 (Add /(Less): Tax adjustment for previous year (48.87) (61.64)

Profits for the year 653.05 646.85

DIVIDEND (Rupees in Lakhs) Current Year Previous Year Ended 31/03/2010 Ended 31/03/2009

5% Redeemable Preference Shares 121.75 121.75

Equity Dividend 252.31 252.31

The Directors have recommended a dividend of 20% on Equity Shares (0.40 paise per Equity Shares of Rs.2/- each and 5% on Redeemable Preference Shares (Rs.5/-per shares of Rs.100/-each) for the financial year ended on 31st March, 2010. The Dividend of Rs.374.06 Lakhs along with dividend distribution Tax of Rs.62.13 Lakhs will absorb Rs.436.19 Lakhs.

OPERATIONS

During the year, your Company has acheived sales of Rs.211.39 crores, as against Rs.191.89 crores, in the previous year.Sales from hosiery business was Rs. 203.17 crores, as against Rs. 185.51 crores, in the previous year representing an increase of 9.52% growthover the previous year. The external sales of the Spinning Division was Rs. 8.22 crores as against Rs. 6.39 crores in the previous year representing an increase of 28.64% over the previous year. The performance of the spinning division continued to be effected by the power situation in Tamil Nadu.

1. Hosiery Division:- During the year under review the hosiery division recorded better turnover. The Companys manufacturing unit at Thingalur (Tamil Nadu), Umbergaon (Gujarat) improved on its productivity. Power supply in Tamil Nadu and shortage of skilled labour however continue to trouble this industry.The Company manufactured and sold closed to 63.27 lakhs boxes as against 60.78 lakhs boxes in the previous year.The socks segment also performed well.

The Companys new international brand of innerwear, under the name Eminence has been launched in the southern states of our country and will soon have its Pan India presence.This new range of products have been well received by the market.

2. Spinning Division:- The Spinning Division of the Company has been badly affected by the power situation in the state of Tamil Nadu. The industry is also facing a trouble due to erratic movement of input cotton price which has resulted in increase in price of yarn. During the year in review, the price of cotton both in the local as well as in the International market increased substantially. There was severe pressure on the price of cotton in the domestic market, with higher exports of cotton as compared to the previous year. This resulted in a steep increase in the price of cotton, consequently to this the price of yarn also recorded unprecedented increases. Though few short term measures have been taken by the Government to control this steep increase, it has yet to bring about desired.

EXPANSION AND DIVERSIFICATION

As you are aware, the entire process activity (except knitting) starting from cotton to finished fabric is carried on by the Company. To meet the requirement of the knitting of fabric the Company had to depend on third party knitters for knitting of yarn. Many of the knitters were small timers with less than 5 machines and this coupled with power situation in Tamil Nadu was resulting in a higher increase in processing time. To resolve this issue, the Company has put up a knitting unit in Daman with about 46 machines to cater to the requirement of Umbergaon processing unit which were receiving fabric from Thingalur in Tamil Nadu. The Unit which has the advantage of lower power cost will help to cut the processing time when fully operational.

FIXED DEPOSIT

Your Company did not accept, any fixed deposits, from public during the year.

DIRECTORS

Dr.Arvind Kulkarni, Director of the Company, retire by rotation and being eligible, offers himself for re-appointment.

Mr.Gopal Sehjpal, Director of the Company, retire by rotation and being eligible, offers himself for re-appointment.

M/s Attar & Company, Chartered Accountants, holds office as auditors of the Company until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

PERSONNEL

The relations with employees continued to be cordial throughout the year. Various initiatives in training program which included in-house as well as external trainings were carried out to enhance managerial and technical skills. Your Directors placed on record the appreciation, efforts and dedication of the employees in supporting the various initiatives of the Company.

Information Pursuant to Section 217 of the Companies Act, 1956.

Energy conservation, Technology absorption, Foreign Exchange Earnings & Outgo.

The information required to be disclosed under Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption, foreign exchange earnings / outgo, are set out in the Annexure-Ato this report.

Particulars of Employees:

The Information required to be disclosed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are set out in the Annexure-B to this report.

DIRECTORS RESPONSIBILITY

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2002, the Directors confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed.

- Appropriate accounting principles have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31s March, 2010 and of the profits of the Company for the period ended on 31s March,2010.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

The Company is committed to maintain highest standards of Corporate Governance. The Securities and Exchange Board of India (SEBI) has introduced a code of Corporate Governance for listed companies which are implemented through the Listing Agreement with the Stock Exchanges, in which the Companys shares are listed. A separate report on Corporate Governance form a part of the Annual Report.

ACKNOWLEDGMENT

The Directors of your Company acknowledge with deep sense of appreciation the encouragement, support and co-operation received by the Company from its Bankers, Bombay Stock Exchange Limited, National Stock Exchange of India Limited, shareholders, suppliers and esteemed customers of the Company.

CAUTIONARY STATEMENT

Statement made in the Annual Report including those stated under the caption "Management Discussion and Analysis" describing the Companys plan, projections and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

For and on behalf of the Board Place : Mumbai Jaykumar K. Pathare Date :28th May, 2010 (Chairman)

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