The Members,

Uniroyal Industries Limited,

Your Directors have pleasure in presenting their 31st (Thirty First) Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIAL RESULTS

A brief of the Company's financial performance, for the year ended March 31, 2024 is summarized below:

Rupees in Lakhs

REVIEW OF OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY

Standalone revenue from operations showed a minor increase of 1.07% as it increased from Rs. 1604.18 lacs to Rs. 1621.32 lacs. Consolidated revenue from operations, however, declined from Rs. 11287.33 lacs to Rs. 9830.26 lacs. Standalone Profit before tax stood at Rs. 51.11 lacs as compared loss of Rs. 174.13 lacs in previous financial year. This included other income from sale of investment properties Rs. 146.42 lacs. Standalone net profit increased to Rs. 78.42 lacs in current year from a negative of Rs. 144.35 lacs in the previous year.

Looking at improvement in demand scenario indigenously as well as abroad, the Board expects to perform better in FY 2024-25.

DIVIDEND

In order to conserve resources to meet the financial requirements of Company in future, the Directors of the Company express their inability to recommend any dividend for the Financial Year 2023-24.

AMOUNT CARRIED TO RESERVES

The profit earned by the Company is retained in the Profit and Loss account of the Company and no amount has been transferred to general reserve during the year under review.

SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, no company have become or ceased to be Company's subsidiaries, joint venture or associate company. The company has only one 100% subsidiary company, A M Textiles & Knitwears Limited, particulars of which are attached in Form AOC-1 as Annexure - I. The Annual Report contains the consolidated financial statements of the holding company and its subsidiary duly audited by the statutory auditors and the said financial statements have been prepared in strict compliance with applicable Accounting Standards IND-AS and Listing Agreement. The consolidated Financial Statements presented by the company include financial results of the subsidiary company. A statement in respect of the subsidiary giving the details of capital, reserves, total assets and liabilities, details of investments, turnover, profit before taxation, provision of tax, profit after taxation and proposed dividend is attached to this report. The company will make available the Annual Accounts of the subsidiary company and other related information to any member of the company who is interested in obtaining the same. The annual accounts of the subsidiary company are available for inspection at the registered office of the company and that of the respective subsidiary between 11.00 A.M to 1.00 P.M on all working days.

CONSOLIDATED FINANCIAL STATEMENT

The Company has one wholly owned subsidiary named "A M Textiles and Knitwears Limited" and the consolidated financial statements have been prepared with consolidation to the financial statements of A M Textiles and Knitwears Limited.

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF REPORT

No material changes and commitments have occurred from the date of closure of the Financial Year 2023-24 year till the date of finalization of this Report, which has any effect over the financial position of the Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND-IEPF

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto (IEPF Rules), the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF), constituted by the Central Government.

During the FY 2023-24, there is no such amount with respect to Unclaimed Dividend, which is required to be transferred to Investor Education and Protection Fund (IEPF).

TRANSFER OF SHARES TO IEPF

Pursuant to the provisions of IEPF Rules, all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority (IEPF Account).

During FY 2023-24, there were no shares which are required to be transferred to IEPF Account

ENERGY CONSERVATION AND TECHNOLOGY ABSORTION, FOREIGN EXCHANGE EARNING AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows :

DEPOSITS

The Company has neither accepted nor renewed any deposits from public during the year under review and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE

COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company as per Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

PARTICULARS OF THE CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Further, Your Directors draw attention of the members to Point 28 to Notes to the financial statement which sets out related party disclosures. The information on transactions with related parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in as Annexure - II in Form AOC-2 and same forms the part of this report.

ANNUAL RETURN

The extracts of the annual Return, pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Form MGT-9 and is attached as Annexure-III to this Report.

SECRETARIAL STANDARDS

The company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India. All the provisions of Secretarial Standards I and Secretarial Standards II in respect of the meeting of the Board of Directors and general Meetings respectively has been complied with.

BOARD MEETINGS

The Company had 7 (Seven) Board meetings during the financial year under review.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company's Policy relating to selection and appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure IV-A & IV-B and is attached to this report.

BOARD OF DIRECTORS

The Board consists of three Executive, one Non Independent Non Executive and four Non executive Independent Directors who have varied experience in different disciplines of corporate functioning.

The Board of Directors consists of the following, namely:

1. Mr. Arvind Mahajan, Managing Director

2. Mrs. Rashmi Mahajan, Whole Time Director

3. Mr. Akhil Mahajan, Whole Time Director

4. Mrs. Dimple Mahajan, Director

5. Mr. Thakur Singh Mejie, Independent Director

6. Mr. Karan Singh Jolly, Independent Director

7. Mr. Manav Mehra, Independent Director

8. Mr. Vikramsingh Atmasingh Manco, Independent Director

Mr. Hassan Singh Mejie and Mr. Anirudh Khullar, retired from the post of independent directors of the Company due to completion of their term w.e.f 31.03.2024.

Mr. Vikram Singh Atmasingh Manco was appointed as an Additional Independent Director of the Company with effect from 05.04.2024 by the Board of Directors and term of his appointment comes to an end at the forthcoming Annual General Meeting of the Company. The Board has proposed and recommended to the members to consider and approve his appointment as an Independent Director of the Company for a period of 5 years commencing from his initial date off appointment via passing a special resolution.

The Certificate of non-disqualification of directors is also enclosed to the Directors' Report as Annexure III-A.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures under Section 149(7) of the Companies Act, 2013 to the Board that they fulfill all the requirements and criteria as stipulated in Section 149(6) of the Companies Act, 2013 read with Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

DISCLOSURE ABOUT KEY MANAGERIAL PERSONNEL

The company has following Key Managerial Personnel:

1. Mr. Arvind Mahajan, Managing Director

2. Mrs. Rashmi Mahajan as Executive Director,

3. Mr. Akhil Mahajan, Whole Time Director

4. Mr. Nasib Kumar Jaryal, Chief Financial Officer

5. Ms. Neha Miglani, Company Secretary and Compliance Officer.

CHANGE IN THE NATURE OF BUSINESS

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, we state that during the year under report, none of the employees drew remuneration in excess of the limits set out in the said rules.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures Section 149(7) of the Companies Act, 2013 to the Board that they fulfill all the requirements and criteria as stipulated in Section 149(6) of the Companies Act, 2013 read with Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

AUDIT COMMITTEE

The Audit Committee consists of the following members:

a. Mr. Thakur Singh Mejie b. Mr. Karan Singh Jolly c. Mr. Akhil Mahajan

The Audit Committee consists of two independent Directors viz., Mr. Thakur Singh Mejie and Mr. Karan Singh Jolly and one executive Director Mr. Akhil Mahajan.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of the following members:

a. Mr. Karan Singh Jolly b. Mr. Thakur Singh Mejie c. Mr. Manav Mehra

All the members of the Nomination and Remuneration Committee are independent.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee consists of the following members:

a. Mr. Manav Mehra b. Mr. Thakur Singh Mejie c. Mr. Karan Singh Jolly

All the members of the Stakeholders Relationship Committee are independent.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and 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 March 31, 2024 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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 are operating effectively; and

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.

RISK MANAGEMENT POLICY

In terms of the provision of section 134 of the Companies Act, 2013 a risk management policy is set out in the Annual Report of the company. The risk management policy cover the areas of capital risk, liquidity requirements and credit risks. The policy document is furnished in Annexure - IV-C and is attached to this Report.

PROVIDING VIGIL MECHANISM

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of Company's employees and the Company.

AUDITORS AND AUDITOR'S REPORT

M/s Gopal Bhargawa & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company, to hold office till the conclusion of the ensuing Annual General Meeting Considering they have served as statutory auditors of the Company for 5 years they have become ineligible for re-appointment.

Accordingly, the Company has proposed the appointment of M/s Ghambir Khurana & Associates, Chartered Accountants as the Statutory Auditors of the Company. They have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for appointment. The Board recommends their appointment as auditors of the company for the financial year 2024-25.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

There have been no frauds reported by the Auditors, under sub section (12) of Section 143 of the Companies Act, 2013 (including amendments), during the financial year under review, to the Board of Directors and hence, there is nothing to report by the Board under Section 134(3) (ca) of the Companies Act, 2013. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS AND COST AUDITOR'S REPORT

As, the Company does not come under the ambit of the provisions of Section 148 of Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014, therefore maintenance of Cost Records and requirement of Cost Audit is not applicable to the company for Financial Year 2023-24.

SECRETARIAL AUDITOR AND SECRETARIAL AUDITOR'S REPORT

The Board has appointed Mr. Manish Aggarwal, Practising Company Secretary (M. No. 6714), to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith this Report. Copy of the Secretarial Audit Report in Form MR-3 issued by the practicing company secretary is enclosed as Annexure V.

The Auditors' Report does not contain any qualification, reservation or adverse remark.

INTERNAL CONTROL SYSTEM

The company's internal control system is commensurate to the size and nature of its business and it ensures timely and accurate financial reporting in accordance with the applicable accounting standards; optimum utilization, efficient monitoring, timely maintenance and safety of assets; compliance with applicable laws, regulations, listing agreement and management policies; effective Management information system and review of other systems. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

LISTING STATUS OF SHARES

Shares of your company are listed on The Stock Exchange of Mumbai (BSE). Your company is regular in paying annual listing fees to the concerned stock exchange. There was no change in Authorized/Paid up capital during the year.

(A) BUY BACK OF SECURITIES - The Company has not bought back any of its securities during the year under review.

(B) SWEAT EQUITY - The Company has not issued any Sweat Equity Shares during the year under review.

(C) BONUS SHARES - No Bonus Shares were issued during the year under review.

(D) EMPLOYEES STOCK OPTION PLAN - The Company has not provided any Stock Option Scheme to the employees.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable over the company and therefore, the Company has not developed and implemented any Corporate Social Responsibility Policy or initiatives.

PREVENTION, PROHIBITION AND REDRESSEL OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE

The act "Prevention, Prohibition And Redressal Of Sexual Harassment Of Women At Workplace Act, 2013" provides for protection against the sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto. The Company has developed policy on prevention of sexual harassment at workplace as per the provisions of the Act. During the period under review no instances of Sexual Harassment or any other kind of misconduct with Women has been recorded by the Company

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under schedule V and Regulation 34 of the SEBI (LODR) regulations 2015 is presented in a separate section forming part of the Annual Report as ANNEXURE VI.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

DISCLOSURE OF PROCEEDINGS UNDER IBC REGULATIONS

During the Financial Year 2023-24, no proceeding was initiated by and against the company in terms of the provisions of the Insolvency and Bankruptcy Code 2016.

ONE TIME SETTLEMENT

During the Year under review, there was no instance of One Time Settlement with any Bank/Financial Institution.

PERSONNEL AND INDUSTRIAL RELATIONS

Your Company believes and considers its human resources as the most valuable asset. The management is committed to provide an empowered, performance oriented and stimulating work environment to its employees to enable them to realise their full potential. Industrial relations and work atmosphere remained cordial throughout the year with sustained communication and engagement with workforce through various forums.

SAFETY, HEALTH AND ENVIRONMENT

The Company runs its operations with strict adherence to all Environment, Health & Safety (EHS) norms to provide clean, safe and healthy working conditions to our employees, and total protection to the communities around which we operate The Company continues to demonstrate strong commitment to safety, health and environment which have been adopted as core organizational values. The Company assures safety and facilities in accordance with statutory and regulatory requirements. Employees are continuously made aware of hazards/ risks associated with their job and their knowledge and skills are updated through requisite training to meet any emergency. Medical and occupational check-ups of employees and eco-friendly activities are promoted.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation to customers, suppliers, shareholders, the Central & State Governments, banks and all other stakeholders for their whole-hearted support and co-operation. You directors wish to thank employees of the company at all levels for their sincere services and look forward to their continued support and encouragement.