AI Champdany Industries Ltd

TO THE SHAREHOLDERS,

Your directors are pleased to present the Annual Report of your Company and the Company's Audited Financial Statements for the financial year ended 31st March 2025.

Your directors do not recommend any dividend on Equity and Preference Shares in view of loss sustained by the company.

During the year sales/income from operations was Rs.90.22 Crores as compared to previous year of Rs.44.27 Crores. Presently all the units are running except for Flax Unit, Konnagar Unit, Weaving Unit Rishra and Choudwar units.

The company is taking steps to improve the productivity and reduce cost by overhauling old machineries and installing more cost saving machineries like Jute Spreaders and S4 looms. The Government demand for jute bags was slow in the first half of the year but improved considerably in later part of the year. Due to geo political conditions export demand has been sluggish.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the year under review.

The Company has in place a robust Risk Management Framework, duly approved by the Board of Directors. This framework outlines a structured approach for identifying, assessing, and mitigating various risks that may impact the Company's operations and objectives.

The implementation and administration of the Risk Management Framework have been entrusted to the Executive Director and Chief Financial Officer (CFO), and the framework is periodically reviewed by the Audit Committee and the Board of Directors to ensure its continued relevance and effectiveness.

Based on the assessment of risks outlined in the financial statements and the Management Discussion and Analysis Report, none of the risks currently identified appear to pose any significant existential threat to the Company.

During the year under review, no complaint of sexual harassment has been received from any women employee.

There was no employee who was in receipt of remuneration exceeding the limit specified in Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year there was no change in paid up Equity Capital of the Company. However 1,24,14,353 numbers of 2% Non Convertible Cumulative Preference Share of Rs. 5 each has been renewed for another term of 5 years on 30.03.2025 in application of section 48(i) of the companies act, 2013

The following are the Key Managerial Personnel of the Company as on the date of this report: i) Mr. Nirmal Pujara, Managing Director ii) Mr. Harsh Vardhan Wadhwa, Whole Time Director iii) Mr. Lalanjee Jha, Executive Director and CFO. iv) Mr. Gopal Sharma, Company Secretary (up to16.07.2024) v) Mr. Dharmendra Kumar Singh, Company Secretary (From 14.08.2024 )

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo are provided in a separate statement annexed to this Report and form an integral part of it.

As per provisions of Section 152 of the Companies Act 2013 and Articles of Association of the Company, Mr. Harsh Vardhan Wadhwa (DIN 08284212), Whole Time Director retires by rotation at the forthcoming AGM and being eligible, offers himself for reappointment. The Board recommends his reappointment for approval of the members.

CESSATION

The Board regrets to inform the cessation of Mr. Mrinal Kanti Roy, Non-Executive Independent Director, who ceased to hold office with effect from 20th March, 2025 due to his sad demise. The Board places on record its deep appreciation for the valuable guidance and contributions made by Mr. Roy during his association with the Company and convey its heartfelt condolences to his family.

Details of Managerial Remuneration as required under section 197 (12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-IB of this Report.

M/s. G. Basu & Co., Chartered Accountants (ICAI FRN 301174E) continue as Statutory Auditors of the Company upto the conclusion of 109th AGM to be held in the calendar year 2027.

The report given by the Statutory Auditor on the financial statements of the Company forms an integral part of the Annual Report. There is no quali cation, reservation, adverse remark of the statutory auditor in their report. The Auditors have not reported any fraud during the year.

Pursuant to provisions of Section 148(1) of the Companies Act, 2013 ,your Board of Directors have re-appointed M/s. N Radhakrishnan & Co., Cost Accountants (Firm Regn No.000056) as Cost Auditor of the Company for the Financial year 2025-2026 for conducting the Audit of Cost records maintained by the company. The Cost Audit is in progress and report will be led with the authority within the prescribed time period in accordance with the Act and relevant rules made there under. A proposal for ratification of remuneration of cost Auditors for the FY 2025-26 will be placed before the members of the Company at the ensuing AGM for ratification/approval.

In terms of Provisions of Section 134 (5) of the Companies Act, 2013 your Directors have confirmed that:

a) In the preparation of the Annual Accounts for the Financial Year ended 31st March, 2025, the applicable

Accounting Standards have been followed along with proper explanation relating to material departures, if any; b) They 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 pro t/(Loss) of the Company for that period; c) They have taken proper and sufficient care for the maintetinance 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 Annual Accounts for the financial year ended 31st March, 2025 have been prepared on a going concern basis; e) They have laid down internal financial controls for the Company which are adequate and are operating effectively. f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Pursuant to provisions of section 92(3) of the Companies Act, 2013 read with and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT- 9 is available on the website of the company i.e.jute-world/ financials/annual report

The Board of Directors has re-appointed M/s K. Arun & Co., Company Secretaries (C.O.P. 2270), to carry out the Secretarial Audit of the Company for a first term of ve consecutive financial years, commencing from the Financial Year 2025-26 and ending with the Financial Year 2029-30, subject to the approval of the shareholders at the ensuing Annual General Meeting.

The Secretarial Audit Report for the Financial Year ended 31st March 2025 is given as Annexure-II.

The Report of Secretarial Auditors does not contain any Qualification, Reservation or Adverse Remark.

INTERNAL AUDITORS

The Board of Directors have re-appointed M/s.Vimal & Seksaria, a firm of Chartered Accountants to carry out the Internal Audit for the Financial Year 2025-26.

Four Meetings of the Board of Directors were held during the year ended 31st March 2025. Details of composition of Board, Attendance of each Director etc. are provided in the "Report on Corporate Governance".

The Company's shares are listed on the Bombay Stock Exchange Ltd (BSE) and Annual Listing Fees for financial year 2025-26 has been paid to the Stock Exchange.

No significant & Material Orders relating to settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, purchase of capital assets or destruction of any asset etc. were passed by the Regulators for or against the Company during the financial year ended 31st March 2025.

However one of the shareholders has led petition against company alleging issues resulting in hindrance in disposal of immovable asset. Company has denied frivolous and vexatious claims and matter is pending disposal by NCLT

There were no material change and commitment made affecting the financial position of the Company between 1st April, 2025 and 30th May, 2025 which is the date of the report.

Flax Unit, Konnagar Unit, Weaving Unit Rishra and Choudwar unit have been subject to suspension of work for 365 days during the year under review due to labour problems.

The Company has in place adequate Internal Financial Controls with reference to the financial statements. These controls are designed to ensure the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

The internal control system of the Company is commensurate with the size, scale, and complexity of its operations and encompasses key processes to ensure compliance with applicable laws, regulations, policies, and procedures.

The Internal Audit of the Company is conducted by M/s. Vimal & Seksaria, Chartered Accountants. The Internal Auditors provide independent assurance to the Audit Committee and the Board of Directors on the adequacy and effectiveness of the Internal Financial Control system, with specific reference to risk management, operational controls, and financial reporting.

The Internal Auditors continuously monitor and evaluate the effectiveness of internal control systems to ensure that risks are appropriately identified and managed. The Audit Committee periodically reviews the Internal Audit Reports and recommendations and oversees the implementation of corrective actions. The Audit Committee also interacts with the Statutory Auditors to understand their views on the financial reporting process, internal controls, and the overall financial practices of the Company.

Particulars of Investments made by the Company have been disclosed in note no.38 to the Financial Statements for the Financial Year Ended 31st March 2025. The Company has neither given any loan nor furnished any guarantee during the year.

There was no contact or arrangement with any related party as referred to in Sub-section 1 of section 188 of Companies act, 2013 which were not in ordinary course of business or not on arm's length basis.

Pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading in the securities of the Company. The Code is applicable to all Directors, Officers, Designated Persons, and their immediate relatives.

The Code, inter alia, prohibits the dealing in the securities of the Company by such persons while in possession of unpublished price sensitive information (UPSI). It also lays down procedures to be followed and disclosures to be made while dealing in the securities of the Company.

The Company Secretary has been designated as the Compliance Officer for the purpose of monitoring adherence to the Code and ensuring compliance with the aforesaid regulations.

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of the Listing Regulations is presented in Annexure-I A forming part of this Annual report.

The Company has implemented procedures and adopted practices in conformity with the Code of Corporate Governance as prescribed by the Securities and Exchange Board of India (SEBI). It is committed to maintaining the highest standards of corporate governance and ethical conduct in all its activities.

A detailed Report on Corporate Governance is annexed to this Annual Report. A Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the applicable SEBI regulations is also attached and forms an integral part of this Report.

The Company is committed to maintaining environmentally sustainable and safe operations. It remains conscious of its responsibility towards environmental protection and the well-being of all stakeholders. The Company's policy mandates that all operations be conducted in a manner that ensures the safety of employees, contractors, and the surrounding community, while also ensuring compliance with applicable statutory and industry standards.

The Company strives to minimize its environmental impact by adhering to best practices, promoting the conservation of natural resources, and continuously improving its processes to enhance environmental performance.

Industrial relations across all units and branches of the Company remained generally cordial and peaceful throughout the year. The Company maintained constructive engagement with employees and their representatives, fostering a collaborative work environment.

However, certain exceptions were noted in respect of units where suspension of work was in effect, as detailed in the Management Discussion & Analysis Report annexed herewith.

Your Directors take this opportunity to place on record their appreciation for the continuous support, encouragement and cooperation received from the Company's bankers, the Government of West Bengal, customers, employees, shareholders and other business associates.