Eurotex Industries and Exports Ltd

ADue to the untimely regretful demise of our Independent Director Shri. Vinod Kumar Gupta during the year, his position as a Director of the company ceased with effect from 15th September, 2023.

*Smt. Vrushali Mhatre has been appointed as an Additional Independent Director of the Company on 22nd March, 2024 for the period of 5 years. Further Ms. Vrushali Mhatre has been regularized as an Independent Director in Extra-Ordinary General Meeting held by the Company on 16th May 2024.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 is annexed hereto and forms a part of this report and is also hosted on the website of the Company www.eurotexgroup.in.

AUDITORS

STATUTORY AUDITORS

The Statutory Auditors M/s. Lodha & Co. LLP, Chartered Accountants (Firm's Reg. No.301051E), were appointed as Statutory Auditor for a term of five years at 36th Annual General Meeting of the Company till the conclusion of 41st Annual General Meeting of the Company.

COST AUDITORS

As per section 148 of Companies Act, 2013 read with Rule 3 & 4 of Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, since the overall turnover of the company from all its product or services is for the year ending 31st March, 2024 is Rs. 63.45 Lakhs and 31st March, 2023 is Rs 572.40 Lakhs, therefore we conclude that the company is not required to get the cost audited.

MAINTENANCE OF COST RECORDS

As per section 148 of Companies Act, 2013 read with Rule 3 & 4 of Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, since the aggregate turnover from the individual product or services does not exceed Rs. 35 crores therefore we conclude that the company is not required to maintain the cost records.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s. Aabid & Co., Practicing Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2023-24.

AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under :

Report of Statutory Auditor:

The Report given by the Statutory Auditors for the Financial Statements for the year ended 31st March, 2024 read with explanatory notes thereon do not call for any explanation or comments from the Board under Section 134 (3) of the Companies Act, 2013.

Report of Secretarial Auditor:

M/s. Aabid & Co., Practicing Company Secretaries, was appointed to conduct Secretarial Audit of the Company for the financial year 2023-24 as required under Section 204 of the Companies Act, 2013 and the Rules there under. The Secretarial Audit Report for the financial year 2023-24 forms part of the Annual Report as "Annexure B" to the Boards Report.

CORPORATE GOVERNANCE

The Regulation 27(2)(a) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 regarding Corporate Governance is not applicable to the Company, as company falls under criteria of Regulation 15 (2) (a) of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, the paid-up capital of the company being less than Rs.10 crores and net worth being less than Rs. 25 crores, the threshold limit as prescribed therein.

AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc.

The details of the Composition of the Audit Committee are given.

‘During the year the tenure of Smt. Hema Thakur as an

Independent Director of the Company ended on 31st March 2024 after completion of her second term.

Date of Audit Committee Meeting: -.

The Company Secretary of the Company acts as Secretary to the Committee.

During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE & POLICY

The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the Composition of the Nomination and Remuneration Committee are given.

‘During the year the tenure of Smt. Hema Thakur as an Independent Director of the Company ended on 31st March 2024 after completion of her second term.

The Board has framed a policy for selection and appointment of Directors, Senior Management and their Remuneration. The policy provides for determining qualifications, positive attributes, and independence of a director.

RISK MANAGEMENT

The Company has laid down the procedures to inform the Board about the risk assessment and minimization procedures and the Board has formulated Risk management policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company's business and document their process of risk identification and risk minimization as a part of a risk management policy/strategy.

The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities etc. Business risk, inter-alia, further includes financial risk, political risk, legal risk, etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plans, if necessary. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy has been placed on the Company's website www.eurotexgroup.in. The Company is not required to contribute towards CSR under Section 135 of the Companies Act, 2013 read with Rules there under. The Board of Directors of your Company, however, has constituted a CSR Committee. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

Based on the report of Internal Audit function, corrective action is undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is hosted on the website of the Company i.e. www.eurotexgroup.in.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committees (ICC) have been set up to redress complaints received regarding sexual harassment and the 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. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a) No. of Complaints received: Nil

b) No. of Complaints disposed of: Nil

DISCLOSURE UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a) Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

b) Percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in financial year:

c) Percentage increase in the median remuneration of employees in the financial year: Nil

d) The number of permanent employees on the rolls of the Company: 29 employees

e) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Nil

f) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

The requirement of Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loans and guarantees. Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS All Related Party Transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and hence, enclosing of Form

AOC-2 is not required. All Related Party Transactions are placed before the Audit Committee as well as the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all Related Party Transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is available on the Company's website at www.eurotexgroup.in.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 (2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report for the year under review is given under a separate section and forms part of the Annual Report.

PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

ANNUALRETURN

The Annual Return of the Company for the financial year ended 31st March, 2024 in Form MGT-7 as required under Section 92(3) of the Companies Act, 2013, is available on the Co mp an y' s web s ite an d can b e acces se d at www.eurotexgroup.in.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the financial year 2023-24, there were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of the Company in the future.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.

REPORTING OF FRAUDS

There were no frauds reported by the Statutory Auditors under provisions of Section 143 (12) of the Companies Act, 2013 and Rules made there under.

OTHER DISCLOSURES

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

During the year under review, the Company does not have any Subsidiary or Joint Venture or Associate Company.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation and thankful acknowledgement for valuable assistance the Company received from all Customers, Agents, Suppliers, Investors and Bankers.