Gloster Ltd

TO THE MEMBERS

Your Directors take pleasure in presenting the 102nd Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31st March 2024.

The highlights of the financial results of the Company for the year ended 31st March, 2024 are as under:

Rs ( lakhs)

DIVIDEND AND RESERVES

Your Directors are pleased to recommend for your approval a dividend of 200% i.e. Rs. 20/- per equity share on 1,09,43,260 nos. of Equity Shares of Rs. 10/- each for the financial year ended 31st March 2024, payable to those shareholders whose names appear in the Register of Members as on the Book Closure / Record date. The Board of Directors of your company has declared / recommended a total Dividend amounting to Rs. 21,88,65,200/- for the year under review.

During the year under review, a sum of Rs. 2000 lakhs was transferred to General Reserve.

A. The production during the year under review has been 49,399 MT in comparison to 50,266 MT in the previous year. Sales and turnover for the year under review stood at 48,995 MT & 640.62 crores as against 49,383 MT & Rs. 697.96 crores respectively in the previous year. For the year under review, net pro_ts of the Company stood at Rs. 44.08 crores as against Rs. 61.26 crores in the previous year. Exports of the Company for the year under review stood at Rs. 155.90 crores as against Rs. 191.82 crores in the previous year. B. Raw Jute crop in the current year was adequate resulting in availability of _bre at reasonable price. In the ensuing season, Raw Jute crop is estimated to be lower due to lower area under cultivation because prices in the last season were not attractive for farmers. The carry-over of the stock in the upcoming season is expected to be adequate, however, price of Raw Jute in the upcoming season is likely to be Stable with upward bias.

During the current year, exports have seen further de-growth largely due to continued impact of Russia-Ukraine war and thereafter Israel-Palestine war a_ecting the entire European market and also other export markets. The demand from Government have been stable during the year. The Company is continuously exploring newer export market for its products.

The paid-up equity share capital of the Company is 1,09,43,260 shares of Rs. 10/- each as on March 31, 2024.

During the year under review, the Company has not granted any stock options or sweat equity. As on 31st March 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

With e_ect from 26th April 2024, the Equity Shares of the Company have been listed on NSE with symbol "GLOSTERLTD".

The Board of Directors of the Company at its meeting held on 30th May 2024, has approved delisting of the Company's Shares from The Calcutta Stock Exchange Limited subject to necessary approvals. The Company's Shares will continue to be listed on NSE of India Limited and BSE Limited.

Various bank facilities of the Company are rated by Acuit? Ratings & Research Limited based on Basel II norms followed by the banks under the guidelines of Reserve Bank of India.

All existing & proposed bank facilities have been reviewed and rea_rmed by Acuit? Ratings & Research Limited, and rating for long-term bank facilities is "ACUITE AA- Stable" and for short-term bank facilities is "ACUITE A1+".

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

There have been no material changes and commitments, a_ecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Fort Gloster Industries Limited, Gloster Nuvo Limited, Network Industries Limited, Gloster Lifestyle Limited and Gloster Specialities Limited continue to be wholly owned subsidiaries of your Company. None of the companies have ceased to be subsidiary during the year. Based on the Audited financial statements of 2023-24, Fort Gloster Industries Limited has become a Material Subsidiary of the Company in the financial year 2024-25, as net worth of Fort Gloster Industries Limited exceeds 10% of the consolidated net worth of the company and its Subsidiaries. A Policy has been formulated for determining the Material Subsidiaries of the Company pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'). The said Policy has been posted on the Company's website at the weblink https://www. glosterjute.com/policies.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, and IND AS 110 Consolidated Financial Statements presented by the Company include the financial statement of its subsidiaries.

Further, a separate statement containing the salient features of the financial statements of subsidiaries of the Company in the prescribed Form AOC 1 is attached with this Report.

The Annual accounts of the subsidiary companies and other related detailed information will be kept at the Registered O_ce of the Company and also at the Registered O_ce of the subsidiary companies and will be available to the investors seeking information at any time during the working hours except Saturdays, Sundays and other holidays. Further as per section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of the subsidiaries are available at Company's website at the weblink https://www. glosterjute.com/acctsubco. The Company does not have any joint venture / associate companies.

The Total Income of the Company stood at Rs. 124.48 lakhs (Previous Year Rs. 427.14 lakhs). Loss for the year stood at Rs. 936.62 lakhs (Previous Year loss Rs. 347.84 lakhs) and Total Comprehensive income stood at Rs. (930.60) lakhs [Previous year Rs. (352.56) lakhs]. Fort Gloster Industries Limited has reconstructed its factory at Bauria, Howrah and has set up state-of-the-art facilities for manufacturing of power cables. Upon receipt of product certi_cation from Bureau of Indian Standards (BIS) for manufacture of MV Cables as per IS-7098/P-2/2011, the Company has produced MV cables on 30th May 2024 and the same has been tested, inspected, veri_ed and found the quality of the product to be satisfactory. Accordingly, commercial production of the Wholly Owned Subsidiary – Fort Gloster Industries Limited has commenced on and from 30th May 2024.

The Total Income of the Company stood at Rs. 86.86 lakhs (previous year Rs. 17.53 lakhs), Loss for the year stood at Rs. 116.12 lakhs (previous year loss Rs. 53.12 lakhs) and Total Comprehensive income stood at Rs. (116.19) lakhs [previous year Rs. (53.21) lakhs]. The Company has set up an integrated state-of-the-art Jute Mill spread over more than 30 acres of land at Bauria, Howrah in West Bengal, at a Capital outlay of about Rs. 300 crores in Phase – I to manufacture Jute and its allied products aggregating to 138 MT per day in two phases. Proposed installed capacity in phase I is 92 M.T. per day and in phase II: 46 M.T. per day and has started Commercial Production from 30th March 2024.

The Unit is designed incorporating the most environment and worker friendly technology with sustainability at its core. The Unit will produce diverse goods for both domestic and export markets which is seeing revival in demand of the eco-friendly jute goods. The Unit, christened "Purushottam", is dedicated to the memory of Late Chairman Sri Purushottam Das Bangur, who was a doyen of the Industry in its heydays.

The Total Income of the Company stood at Rs. 207.01 lakhs (Previous Year Rs. 194.73 lakhs), Profit for the year stood at Rs. 185.09 lakhs (Previous year loss of Rs. 118.27 lakhs).

The Total Income of the Company stood at Rs. 63.27 lakhs (Previous Year Rs. 58.18 lakhs). Profit after tax for the year stood at Rs. 46.48 Lakhs (Previous Year Rs. 41.95 lakhs) and Total Comprehensive Income stood at Rs. 51.14 lakhs (Previous Year Rs. 10.53 lakhs).

The Total Income of the Company stood at Rs. 56.37 lakhs (Previous Year Rs. 45.17 lakhs). Profit after tax for the year stood at Rs. 40.40 lakhs (Previous Year Rs. 27.46 lakhs) and Total Comprehensive income stood at Rs. 45.06 lakhs (Previous Year Rs. (3.96) lakhs).

The Board of Directors of the Company at its meeting held on 30th May 2024, has approved amalgamation of Gloster Lifestyle Limited and Gloster Specialities Limited (‘Transferor Companies') both wholly owned subsidiaries of the Company with Gloster Limited, (‘Transferee Company') subject to necessary statutory and regulatory approvals.

The Consolidated Financial Statements of the Company for the year ended 31st March 2024 are prepared in compliance with the applicable provisions of the act including the Indian Accounting Standards speci_ed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. The Consolidated Financial Statements forms part of the Annual Report.

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report, for the year under review is attached as Annexure –I forming part of the Annual Report.

The Company practices principles of good corporate governance and lays strong emphasis on transparency, accountability and integrity. As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the detailed report on Corporate Governance and a certi_cate from the practicing Company Secretary, con_rming compliance with the requirements of the Corporate Governance is separately attached and forms part of this Annual Report.

During the year under review 4 (four) Board Meetings were held on 30th May 2023, 5th August 2023, 9th November 2023 and 13th February 2024 respectively. The maximum time interval between any two meetings was within the maximum time allowed pursuant to the Companies Act, 2013 and SEBI Regulations. The details of and number of meetings attended by Directors forms part of Corporate Governance Report.

During the financial year 2023-24, the Independent Directors met separately on 13th February, 2024, and inter-alia discussed the following:

Evaluation of performance of Non- Independent Directors and the Board of Directors as a whole.

Evaluation of performance of the Executive Chairman and Managing Director of the Company, taking into account the views of Executive and Non-Executive Directors.

Evaluation of the quality, contents and timeliness of _ow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have carried out an annual evaluation of its own performance, of the directors individually along with that of its various committees and details of such evaluation has been mentioned in the Corporate Governance Report.

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

The Board of Directors of your company has constituted the following Committees:

The composition, terms of reference and other details of the Audit Committee have been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

The composition, terms of reference and other details of the Nomination and Remuneration committee have been furnished in the Corporate Governance Report forming part of this Annual Report.

The composition, terms of reference and other details of the Stakeholder Relationship committee have been furnished in the Corporate Governance Report forming part of this Annual Report.

The composition and other details of the Corporate Social Responsibility Committee have been furnished in the Corporate Governance Report forming part of this Annual Report.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Company's Articles of Association, Shri Dharam Chand Baheti (DIN: 00040953) retires by rotation at the forthcoming Annual General Meeting and, being eligible, o_ers himself for re-appointment.

The Board recommends re-appointment of Shri Dharam Chand Baheti for the consideration of the Members of the Company at the forthcoming AGM. The relevant details including pro_le of Shri Dharam Chand Baheti are included separately in the Notice of AGM forming part of this Annual Report.

Shri Hemant Bangur, was re-appointed as Managing Director designated as Executive Chairman for a period of 5 years w.e.f. 1st April 2024 by shareholders through postal ballot during the year under review.

The Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and also Code of Conduct for Directors and senior management personnel.

AFormalLettersettingoutthetermsandconditionsofappointment has been issued to all the Independent Directors as per the provisions of Companies Act, 2013 and the Listing Regulation. The same has been hosted on the Company's website and can be accessed at https://www.glosterjute.com/independentdirectors. None of the Directors of the Company are disquali_ed for being continuing as Directors, as speci_ed in section 164(2) of the CompaniesAct,2013andrule14(1)oftheCompanies(Appointment and Quali_cation of Directors) Rules 2014. In terms of Regulation 25(8) of SEBI Listing Regulations, the Independent Directors have con_rmed that they are not aware of any circumstances or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external in_uence. The Company has also received from Independent Directors declaration of compliance of Rule 6(1) and 6(2) of the Companies (Appointment and Quali_cations of Directors) Rules, 2014, regarding online registration with the "Indian Institute of Corporate A_airs" at Manesar for inclusion of name in the data bank of Independent Directors.

With regard to integrity, expertise and experience (including the pro_ciency) of the Independent Director appointed/re-appointed, the Board of Directors are of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best interest of the Company. During the year, the Company had the following Key Managerial Personnel:

Shri Hemant Bangur - Executive Chairman (Managing Director)

Shri Dharam Chand Baheti - Managing Director (Whole Time Director)

Shri Ajay Kumar Agarwal – Chief Financial O_cer

Shri Ayan Datta, Company Secretary

The Nomination and Remuneration Committee has formulated a policy relating to the remuneration for the Directors, Key Managerial Personnel and Senior Managerial Personnel. The philosophy for remuneration is based on the commitment of fostering a culture of leadership with trust. The remuneration policy has been prepared pursuant to the provisions of Section 178(3) of the Companies Act, 2013, Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee has also formulated the criteria for determining quali_cations, positive attributes, and independence of Directors which has been embedded in the Nomination and Remuneration policy. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors .The said policy is hosted on the website of the company at https://www.glosterjute.com/policies.

The salient features of the Nomination & Remuneration Policy is attached as Annexure-II and forms part of this report. The said Policy has been posted on the Company's website https://www.glosterjute.com/policies.

The Independent Directors have been familiarized with the nature of operations of the Company & the industry in which it operates, business model of the Company. Periodical Board Meeting, generally once a year, is held at the Mill, preceded by visit of various processes, operations and general tour of the Mill by the Directors. On an ongoing basis as part of Agenda of Board / Committee Meetings, presentations are regularly made to the Independent Directors on various matters inter-alia covering the Company's and its subsidiaries' businesses and operations, industry and regulatory updates, strategy, _nance, risk management framework, role, rights, responsibilities of the Independent Directors under various statutes and other relevant matters. The details of familiarization programme have been posted on the website of the Company and can be accessed at https://www.glosterjute.com/news-and-events.

The Company has adopted a Vigil Mechanism / Whistle Blower Policy and has established the necessary mechanism, for employees to report concerns about unethical behavior or suspected fraud in violation of Company's Code of Conduct or any other point of concern. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The policy has been uploaded in the website of the Company and can be accessed at https://www.glosterjute.com/policies.

The contracts/arrangements/transactions entered into by the Company with the related parties during the financial year under reporting were in ordinary course of business and were negotiated on an arms' length basis. No material related party transactions i.e transactions exceeding 10% of the annual consolidated turnover as per last audited financial statement were entered during the year by your company. During the year, the Company has not entered into any material signi_cant transaction which may have potential con_ict of interest in the company with the Promoters,

Directors or Key Managerial Personnel. Accordingly, no transactions are being reported in Form No. AOC – 2 in terms of section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. All Related Party Transactions are placed before the Audit Committee as also to the Board for approval. Where required, prior omnibus approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature and the corresponding actual transactions become a subject of review at subsequent Audit Committee Meetings.

The policy on Related Party Transactions has been uploaded on the website of the Company and can be accessed at https://www. glosterjute.com/policies.

The details of the transactions with related parties during 2023-24 are provided in the accompanying Notes to the financial statements.

No pecuniary relationship is present amongst Directors during the year.

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a CSR Committee and has simultaneously approved and adopted a CSR policy based on the recommendations of the CSR Committee. The said policy is available on the website of your Company and can be accessed at https://www.glosterjute.com/policies.

As on 31st March 2024, the Committee consisted of four Members, comprising:

The Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure III and forms part of this Report.

procedure in place. Major risks identi_ed by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

M/s Price Waterhouse & Co. Chartered Accountants LLP (Firm Registration No.- 304026E/E-300009) Statutory Auditors of the Company were re-appointed as the Statutory Auditors of the Company at the 100th AGM to hold o_ce up to the conclusion of 105th Annual General Meeting of the Company.

The Auditor's Report on the financial statements for the financial year 2023-24 does not contain any quali_cations, reservations or adverse remarks.

None of the auditors of the Company have not reported any fraud during the year.

In accordance with Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Board of Directors have appointed M/s D. Radhakrishnan & Co., Cost Accountants as the Cost Auditors of the Company for the Financial Year 2024-25 at a remuneration of Rs. 75,000 plus reimbursement of out of pocket expenses at actuals and applicable taxes. The remuneration needs to be rati_ed by the shareholders at the forthcoming Annual General Meeting and a resolution regarding rati_cation of remuneration payable to the cost auditor forms part of the notice convening the Annual General Meeting of the Company.

The Company has effective internal controls in place which are constantly reviewed. The Company's internal control system is commensurate with its size, scale and operations. Detailed procedures are in place to ensure that all assets are safeguarded and protected against loss.

During the year the Company appointed M/s JKVS & Co., as the Internal Auditor of the Company for financial year 2023-24. The Internal Audit function gives thrust to test and review controls and systems that are in place. The Audit Committee of the Board also reviews the Internal Audit functions. The Audit Committee of the Board reviews the Internal Audit Report and corrective actions taken on the _ndings are also reported to the Audit Committee. Necessary certi_cation by the Statutory Auditors in relation to Internal Financial Control u/s 143(3) (i) of the Companies Act, 2013 forms part of the Audit Report.

The Company has formulated a risk management policy and has in place a mechanism to inform the Board about risk assessment and minimization procedure. Risk management is embedded in your Company's operating framework. Your Company believes that managing risks helps in maximizing returns.

The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The Company has a Risk Management

The Company is required to maintain cost records pursuant to an order of the Central Government and accordingly such records and accounts are maintained.

Pursuant to provisions of Section 204 of the Companies Act, 2013, and rules made there under, M/s. MKB & Associates, Company Secretaries, were the Secretarial Auditor of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year ended 31st March 2024 is attached as Annexure IV and forms part of this Report. The Secretarial Audit Report does not contain any quali_cation, adverse remark or disclaimer. Pursuant to the provisions of Regulation 24A of SEBI Listing Regulations read with SEBI Circulars issued in this regard, the Company has undertaken an audit for the financial year 2023-24 by M/s MKB & Associates, Company Secretaries and the Annual Secretarial Compliance Report has been submitted to the Stock Exchanges within 60 days of the end of the financial year.

The company has complied with Secretarial Standards relating to General Meetings and Board Meetings as issued by Institute of Company Secretaries of India.

Pursuant to the provisions of Section 92 (3) read with section 134(3) (a) of the Companies Act, 2013, the draft copy of the annual return for the F.Y. 2023-24 is uploaded on the website of the Company at web link https://www.glosterjute.com/annualreturn.

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure V and forms part of this Report.

The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure VI A and forms part of this Report.

The details of employees who are in receipt of remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure VI B and forms part of this Report. Further, in accordance with the provisions of Section 197(12)

& 136(1) of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the list pertaining to the names and other particulars of employees, drawing remuneration in excess of the limits set out in the aforesaid Rules is kept open for inspection by the members at the Company's registered o_ce during the business hours on all working days up to the date of ensuing Annual General Meeting and shall also be provided to any member of the Company, who sends a written request to the Company Secretary at the Registered O_ce of the Company.

Your company has not accepted any deposits as envisaged under Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. The loans have been advanced by the Company for normal business purposes of the borrower.

There are no signi_cant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

In terms of provisions of Section 134(3)(c) of the Companies Act, 2013 your Directors con_rm that : i) In the preparation of Annual Accounts, the applicable Standards have been followed and that there are no material departures; ii) 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 a_airs of the Company at the end of the financial year and of the Profit of the Company for that period; iii) The Directors have taken proper and su_cient 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; iv) The annual accounts have been prepared on a going concern basis; v) The Directors have laid down internal financial controls for the Company which are adequate and are operating effectively; vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

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

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

The Board desires to place on record its appreciation for the support and co-operation that the Company has received from suppliers, brokers, customers and others associated with the Company as its enterprise partners. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be Company's endeavour to build and nurture strong links with trade, based on mutuality, respect and co-operation with each other.

The Company's shares are tradable compulsorily in electronic form. In light of the provisions of Regulation 40 of SEBI Regulations, read with SEBI circulars, Members may please note that the transfer of shares will be in dematerialized form only. In view of the above and to avail advantages o_ered by the Depository System as well as to avoid frauds, Members holding shares in physical mode are advised to avail the facility of dematerialization from either of the Depositories viz. National Securities Depository Ltd or Central Depository Services (India) Ltd. As on 31st March 2024, 98.24% of the Company's total paid up capital representing 1,07,51,093 equity shares are in dematerialized form.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the Rules thereunder for prevention, prohibition and redressal of complaints of sexual harassment at workplace.

The company has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year, no complaint was lodged with the Internal Complaints Committee and no complaint is pending as at the end of the financial year 2023-24.

The Subsidiary Companies do not pay any remuneration to the Executive Chairman or the Managing Director of the Company. Accordingly, disclosure under section 197(14) of the Companies Act 2013 is not applicable.

The Company has not made or received any application under the IBC during the Financial Year.

The Company has not made any one time settlement with the Banks.

Pursuant to the provisions of Section 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) as amended, unpaid and/or unclaimed dividend of Rs. 2,74,965/- pertaining to the financial year ended on 31st March 2016 were transferred during the year to the Investor Education and Protection Fund.

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, solidarity and support, your Company's achievements would not have been possible. Your Directors also wish to thank its customers, brokers dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

The enthusiasm and unstinting e_orts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

Your Directors take this opportunity to thank all investors, customers, vendors, bankers, regulatory and government authorities and stock exchanges, for their continued support and faith reposed in the Company.