డైరెక్టర్ల నివేదిక Shree Ram Twistex Ltd.

Mar 31, 2026

Your directors are pleased to present Thirteenth (13th) Annual Report on the business and
operations of the Company together with the Audited Statements of Accounts for the financial
year ended on March 31, 2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance of the company for the financial year ended on March 31, 2026
is given below:

(Rs. in Lakhs)

Particulars

2025-2026

2024-2025

Revenue from Operations

27289.35

25275.05

Other Income

117.18

127.58

Total Revenue

27406.53

25402.37

Less Depreciation

857.42

598.67

Other Expenses

757.88

392.89

Profit Before Tax

1654.43

937.57

Less Current Income Tax

367.89

247.36

Less Previous year adjustment of
Income Tax

-163.16

NIL

Less Deferred Tax

33.19

-109.39

Net Profit after Tax

1416.51

799.59

Earning per share (Basic)

4.67

2.72

Earnings per Share (Diluted)

4.67

2.72

The Key highlights pertaining to the business of the Company for the Year 2025-26 have been
given hereunder:

The Company has turnover of 27289.35 (in lakhs) and the company has book Net Profit of Rs.
1416.51 (in lakhs) for the year under review.

The Earnings per Share of the financial year under review is 4.67.

Furthermore, your director assured that the Company will achieve its strategic objectives of
sustainable and profitable growth by improving the product excellence, exploring markets and
delivering customer delight in the year to come.

2. NATURE OF BUSINESS

The Company is leading manufacturer in the textile industry, specializing in high-quality
cotton yarn production. We deliver top-notch yarn products that meet the highest
industry standards.

3. DIVIDEND

Your directors do not recommend payment of any dividend for the financial year under
review, as the company has no earnings to distribute as dividend among the members.

4. TRANSFER TO IEPF

The Company is not required to transfer any amount to IEPF Account.

5. RESERVES

Whole of the Net Profit earned has been transferred to the reserves for the year under
review.

6. SHARE CAPITAL
Authorized Capital:

The Authorized Share capital of the Company as on March 31, 2026 is Rs. 40,00,00,000/-.
Issued, Subscribed and Paid-up Capital:

The Issued, Subscribed and Paid-up Capital of the Company is Rs. 39,97,50,000.

During the financial year under review, the Company successfully completed its Initial
Public Offer (IPO) and achieved a significant milestone by getting its Equity Shares listed
on the Main Board of the Stock Exchanges.

The Initial Public Offer was opened for subscription on February 23, 2026 and closed on
February 25, 2026. Pursuant to the successful completion of the issue, the Basis of
Allotment was finalized on February 26, 2026, and the Equity Shares of the Company were
listed and admitted to dealings on the Main Board of the Stock Exchange with effect from
March 2, 2026.

Pursuant to the IPO, the Company allotted 1,06,00,000 Equity Shares of face value of ^10/-
each at an issue price of ^110/- per Equity Share (including a share premium of ^100/- per
Equity Share), aggregating to ^ 11024.00 Lakhs.

7. DETAILS OF HOLDING/SUBSIDIARY/ASSOCIATE COMPANIES/ JOINT VENTURES

The Company does not have any Holding/Subsidiary/Associate Company/Joint Ventures.

Statement Containing Salient Features of Financial Statements of Associate Company:

Your Company is not having any Associate Company and hence the statement containing
the salient feature of the financial statement of a company''s associate Company under the
first proviso to subsection (3) of section 129 in the prescribed Form AOC-1 does not form
part of Directors'' Report.

Details of New Subsidiary/ Joint Ventures/Associate Companies:

There are no new Subsidiary/Joint Ventures/Associate Companies of the Company during
the year under review.

Details of the Company who ceased to be its Subsidiary/ Joint Ventures/ Associate
Companies:

Sr no.

Name of
Company

Subsidiary / Joint Venture
/

Associate Company

Date of cessation of
Subsidiary /

Joint Venture /
Associate Company

-

-

-

-

8. BOARD OF DIRECTORS, MEETINGS AND ITS COMMITTEES

• APPOINTMENTS ON BOARD

There were no appointments or resignations of directors during the financial year.

• NUMBER OF BOARD MEETINGS

• Thirteen Board Meetings were held during the Financial Year ended March 31, 2026,
in respect of which meetings proper notice were given and the proceedings were
properly recorded and signed in the Minutes Book maintained for the purpose. The
maximum gap between any two Board Meetings was less than one Hundred and
Twenty days.

• The names of Directors of the Board, their attendance at the Board Meetings are as
under:

SRN

Date of Board
Meeting

Present No. of Directors

1

04.04.2025

6

2

15.04.2025

6

3

09.05.2025

6

4

20.05.2025

6

5

30.05.2025

6

6

25.06.2025

6

7

27.06.2025

6

8

04.09.2025

6

9

17.11.2025

6

10

01.12.2025

6

11

12.02.2026

6

12

26.02.2026

6

13

19.03.2026

6

• ATTENDANCE OF DIRECTORS AT BOARD MEETING AND ANNUAL GENERAL MEETING
(AGM):

Name of the Director

Nature of
Directorship

Number of Board
Meeting

attended during
the year

Whether
attended
last AGM

Bhaveshbhai Bhikhubhai
Ramani

Managing Director

13

Yes

Jay Atulbhai Tilala

Executive Director

13

Yes

Rameshchandra Mohanlal
Hirani

Non-Executive

Director

13

Yes

Bhuvnesh Kumar

Non-Executive-

Independent

Director

13

Yes

Amita Chhaganbhai Pragada

Non-Executive-

Independent

Director

13

Yes

Chirag Kantilal Patel

Non-Executive-

Independent

Director

13

Yes

• DIRECTOR RETIRED BY ROTATION:

Mr. Rameshchandra Mohanlal Hirani (DIN: 06775835), who retire by rotation and being
eligible, offers himself for re-appointment as Director in this AGM.

• MEETING OF INDEPENDENT DIRECTORS:

Pursuant Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, the Separate meeting of the Independent Directors of the Company was
held on March 19Th, 2026 at registered office of the Company.

• APPOINTMENT OF KEY-MANAGERIAL PERSONNEL:

There were no appointments or resignations of Key-Managerial Personnel during the
financial year.

• DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations to the effect that they meet the criteria
of independence as laid down under Section 149(6) of the Companies Act, 2013 read with
Regulation 16 of SEBI (Listing obligations and Disclosures Requirements), Regulations
2015. In the opinion of the Board, Independent Directors fulfill the conditions specified in
the Act, Rules made there under and Listing Regulations.

• FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year, the Board carried out an Annual Evaluation of its own performance and
the performance of individual Directors, as well as evaluation of the Committees of the
Board under the provisions of Section 134 (3)(p) of the Act, relevant Rules, as prescribed.

They were satisfied with the overall performance of the Directors individually and that the
Directors generally met their expectations of performance.

• STA TEMENT OF BOARD ON INDEPENDENT DIRECTOR:

All the Independent directors appointed during the year under review are of utmost
integrity, expertise and experience and has passed the proficiency test conducted by the
Indian Institute of Corporate Affairs.

• COMMITTEES OF THE BOARD

The provisions of the Companies Act, 2013 and the Securities Exchange Board of India
(Listing Obligations and Disclosures Requirements), Regulation, 2015 have prescribed
and mandated Forming of Committees of the Board for efficient working and effective
delegation of work and to ensure transparency in the practices of the Company.

Accordingly, the Committees formed by the Board are as follows:

1. Audit Committee

Pursuant to Section 177 of the Companies Act, the Board has formed an Audit
Committee. The details of which is disclosed herewith. The policy is available on the
following web-link of the Company:
www.shreeramtwistex.com.

The Audit Committee of your Company was formed with the purpose of ensuring
Transparency, Efficiency & Accountability in the transactions of the Company. Further to
recommend Appointment & Remuneration of the Statutory Auditors of the Company,
examining the Financial Statements, approving Related Party transactions, carrying out
valuation of various Undertakings/Assets of the Company etc.

During the year, the Audit Committee Constituted of the following persons:

Sr

No.

Name of Member

Designation

Designation in
Committee

No. of

Meeting

Attended

1

Mr. Chirag Kantilal Patel

Independent

Director

Chairperson

5/5

2

Ms. Amita Chhaganbhai
Pragada

Independent

Director

Member

5/5

3

Mr. Bhuvnesh Kumar

Independent

Director

Member

5/5

The Audit Committee is constituted and has met Five times during the Financial Year
2025-26 on 16Th June,2025, 28Th August,2025,17Th November, 2025,1
st December, 2025
and 19Th March,2026.

2. Nomination and Remuneration Committee:

The Company pursuant to Section 178(1) of the Companies Act, 2013 has formed the
Nomination and Remuneration Committee. The details of which is disclosed herewith.
The policy is available on the following web-link of the Company:
www.shreeramtwistex.com.

The Committee is, inter-alia has been formed to identify persons who are qualified to
become Directors of the Company and who may be appointed in the Senior Management
along with the evaluation of Directors performance, formulating criteria for determining
positive attributes and independence of a Director and recommending policy relating to
the remuneration of the Directors, Key Managerial Personnel and other employees and
granting of Employee Stock Options to eligible employees.

During the year, the Nomination & Remuneration Committee constituted of the following
persons:

SRN

Name of Member

Designation

Designation in
Committee

No. of

Meeting

Attended

1

Mr. Bhuvnesh Kumar

Independent

Director

Member

1/1

2

Mr. Chirag Kantilal Patel

Independent

Director

Chairperson

1/1

3

Mr..Rameshchandra
Mohanlal Hirani

Non- Executive

Non-Independent

Director

Member

1/1

The Nomination Remuneration Committee is constituted and has met once during the
Financial Year 2025-26 i.e. on 16Th June,2026.

3. Stakeholders Relationship Committee

The Board has in accordance with the provisions of Section 178(5) of the Companies Act,
2013 constituted Stakeholder Relationship Committee. The details of which is disclosed
herewith. The policy is available on the following web-link of the Company:
www.shreeramtwistex.com

The Stakeholders Relationship Committee has been formed to resolve the grievances of
various stakeholders of the Company. Its scope of work includes overseeing the
performance of the RTA and take note of the complaints received, issuing of duplicate
share certificates in case of loss/ theft or torn certificate, redressal of issues related to
non-receipt of dividend/Annual report, etc.

The Committee, inter alia, started overseeing and reviewing all matters connected with
the shares and looks into shareholders complaints.

During the year, the Stakeholder Relationship Committee constituted of the following
persons:

SRN

Name of Member

Designation

Designation in
Committee

No. of

Meeting

Attended

1

Mr. Bhuvnesh Kumar

Independent

Director

Member

1/1

2

Mr. Rameshchandra
Mohanlal Hirani

Non-executive

Non-Independent

Director

Chairperson

1/1

3

Mr. Chirag Kantilal
Patel

Independent

Director

Member

1/1

The Stakeholder Relationship Committee is constituted and has met once times during
the Financial Year 2025-26 on 16Th June,2026.

9. RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks
followed by coordinated efforts to minimize, monitor and mitigate/control the probability
and/or impact of unfortunate events or to maximize the realization of opportunities. The
Company has laid down a comprehensive Risk Assessment and Minimization Procedure
which is reviewed by the Board from time to time. These procedures are reviewed to
ensure that executive management controls risk through means of a properly defined
framework. The major risks have been identified by the Company and its mitigation
process/measures have been formulated in the areas such as business, project execution,
event, financial, human, environment and statutory compliance.

10. THE VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company believes in promoting a fair, transparent, ethical and professional work
environment. The Board of Directors of the Company has established a Whistle Blower
Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013
and the SEBI (LODR) Regulations, 2015 for reporting the genuine concerns or grievances
or concerns of actual or suspected, fraud or violation of the Company''s code of conduct.
The said Mechanism is established for directors and employees to report their concerns.
The policy provides the procedure and other details required to be known for the purpose
of reporting such grievances or concerns.

The policy is available on the following web-link of the Company:
www.shreeramtwistex.com.

11. CORPORATE SOCIAL RESPONSIBILITY

Your Company has in place the CSR Committee which performs the functions as mandated
under the Act. As a good corporate citizen, the Committee has adopted and approved the
policy on CSR to improve the welfare of the stakeholders and the Society as a whole.

The Report on CSR Activities including therein a brief outline of the CSR policy of the
Company, activities / projects / contributions / initiatives undertaken by the Company on
CSR activities during the year under review and other related details are set out in
"Annexure-I" which forms part of this Board of Directors'' Report.

However, during the year, the Company was not required to spend on CSR activities, as
its net profit, turnover, and net worth were below the thresholds prescribed under
Section 135 of the Companies Act, 2013. Accordingly, the amount during the year spent
by the Company on CSR, in excess of the required obligation, will be set off against future
CSR obligations in accordance with applicable rules.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS 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 regarding conservation
of energy and technology absorption is as given below.

(A) Conservation of energy-

the steps taken or impact on conservation of energy;

NIL

The Company has taken continuous measures to optimize power
consumption and enhance energy efficiency in its operations. During
the Financial Year 2025-26, the Company installed and utilized a
solar power system, resulting in substantial reduction in electricity
consumption from conventional sources. The use of solar energy has
led to savings of approximately ^4,34,68,278/- during the year and
contributed to a cleaner and more sustainable energy mix.

^4,34,68,278/-

the steps taken by the company for utilizing alternate sources of
energy

NIL

The Company has successfully adopted solar energy as an alternate source of power
generation, thereby reducing its reliance on grid electricity and promoting renewable
energy usage.

the capital investment on energy conservation equipment''s

NIL

The Company has made capital investment in the installation of the
solar power system, which is expected to provide long-term
financial benefits and support environmental conservation
initiatives.

NIL

(B) Technology absorption-

NA

the efforts made towards technology absorption;

the benefits derived like product improvement, cost reduction,
product development or import substitution;

NA

in case of imported technology (imported during the last three years
reckoned from the beginning of the financial year)-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place
and the reasons thereof; and

(iv) The expenditure incurred on Research and Development.

NA

13. OTHER STATUTORY DISCLOSURES

Disclosure of Remuneration paid to Director and Key Managerial Personnel and
Employees:

The details with regard to payment of remuneration to Director and Key Managerial
Personnel pursuant to Section 197(12) of Companies Act, 2013 is provided in separate
annexure to the Report as "Annexure-M", which forms part of this Report.

Remuneration to Employees

None of the employee has received remuneration exceeding the limit as stated in rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.

Particulars of contracts or arrangements with related parties:

All Transactions/Contracts/Arrangements entered into by the Company with Related
Party (ies) as provided under the provisions of Section 2 (76) of the Companies Act, 2013,
during the Financial Year under review were in ordinary course of business and on an
Arm''s Length Basis.

Further, none of these Contracts / Arrangements / Transactions with Related Parties
could be considered material in nature as per the thresholds given in Rule 15(3) of the
Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is
required to be given in this regard.

The details are disclosed in Form AOC-2 which is annexed as "Annexure-IN", which forms
part of this Report.

Particulars of Loan, Guarantee and Investments under Section 186 of the Act:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The
Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to
time (including any amendment thereto or re-enactment thereof for the time being in
force), Loans, guarantees and investments covered under Section 186 of the Companies
Act, 2013 form part of Financial Statements provided in this Annual Report.

Deposits

The Company has not accepted any deposits from the public within the meaning of
Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success.
The Company believes that a truly diverse board will leverage differences in thought,
perspective, knowledge, skill, regional and industry experience, cultural and geographical
background, age, ethnicity, race and gender, which will help the Company to retain its
competitive advantage.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made there under for prevention and
Redressal of complaints of sexual harassment at workplace.

The objective of this policy is to lay clear guidelines and provide right direction in case of
any reported incidence of sexual harassment across the Company''s offices and take
appropriate decision in resolving such issues.

During the financial year 2025-26, the Company has not received any compliant on sexual
harassment. The policy is available on the following web-link of the Company:

Material changes and commitments affecting the financial position of the Company:

During the period under review from April 01, 2025 to March 31, 2026, there were no
material changes and commitments undertaken by the Company which affected the
financial position of the Company as given below.

Material changes and commitments affecting the financial position after the closing of
the financial year of the Company:

Variation in Objects of IPO Proceeds:

Subsequent to the closure of the financial year 2025-26, the Members of the Company
approved the variation in the utilisation of the IPO proceeds through Postal Ballot on May
30, 2026. Accordingly, the proposed 4.2 MW Wind Power Project was revised to a 3.1
MW Wind Turbine Generator, resulting in a reduction in the allocation from ^3,900.00
lakhs to ^2,511.00 lakhs.

The resultant surplus of ^1,389.00 lakhs shall be utilised towards machinery expansion
amounting to ^525.74 lakhs and repayment of SBI borrowings amounting to ^863.26
lakhs. The aforesaid variation does not result in any material change in the overall
business operations of the Company.

Further, Crisil Ratings Limited has been appointed as Monitoring agency to monitor the
utilisation of the IPO Proceeds.

Significant and material orders passed by the regulators or Courts or Tribunals
impacting the going concern status and Company''s Operations in Future:

During the Financial Year under review, the Company had received a Show Cause Notice
from the Registrar of Companies in respect of an alleged non-compliance under Section
203 of the Companies Act, 2013. The Company duly filed an application for adjudication
of penalties under Section 454 of the Companies Act, 2013 and complied with the
directions of the Registrar of Companies. Consequently, the proceedings before the
Registrar of Companies have been concluded and closed.

The Directors confirm that there are no significant or material orders passed by any
Regulator, Court or Tribunal during the Financial Year which would impact the going
concern status of the Company or materially affect its future operations.

Change in the Nature of Business

There is no change in Business during the year.

Shifting of Registered Office of the Company

The company Shift its registered office of the Company from VRUJ'', 4/2 MAHADEV
WADI, RAJKOT, GONDAL, GJ 360311 IN

TO

566P1, UMWADA ROAD, NEAR BAJRANG COTSPIN, GONDAL, TAL: GONDAL, DIST:
RAJKOT. GONDAL as on in the board directors meeting of the company held on 20
th
MAY, 2025.

Internal Financial Control Systems and their adequacy

Internal Financial Controls are an integrated part of the risk management process,
addressing financial and financial reporting risks. The internal financial controls have
been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through
management reviews, control self- assessment, continuous monitoring by functional
experts as well as testing of the internal financial control systems by the internal auditors
during the course of their audits.

We believe that these systems provide reasonable assurance that our internal financial
controls are designed effectively and are operating as intended.

Disclosure Under Section 43(A) (II) Of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information
as per provisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure Under Section 54(1)(D) Of the Companies Act, 2013

The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Section 54 (1) (d) of the Act read with Rule 8
(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure Under Section 62(1)(B) Of the Companies Act, 2013

The Company has not issued any equity shares under Employees Stock Option Scheme
during the year under review and hence no information as per provisions of Section 62
(1) (b) of the Act read with Rule 12 (9) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.

Disclosure under Section 67(3) Of the Companies Act, 2013

During the year under review, there were no instances of non-exercising of voting rights
in respect of shares purchased directly by employees under a scheme pursuant to Section
67 (3) of the Act read with Rule 16 (4) of Companies (Share Capital and Debentures) Rules,
2014 is furnished.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loans or made any investments or provided any
guarantees and securities for the year under review under section 185 and 186 of the
Companies Act, 2013.

15. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company as
required pursuant to Part B of Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed hereto and marked as "Annexure - IV" and
forms part of this Report.

16. SECRETARIAL STANDARDS OF ICSI

Your Company is in compliance with the Secretarial Standards on Meetings of the Board
of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company
Secretaries of India and approved by the Central Government.

17. AUDITORS
Statutory Auditors:

The Auditor''s report given by M/s. Doshi Doshi & Co,Chartered Accountants (FRN:
153683W), on the Financial Statements of your Company, for the year ended March 31,
2026, forms part of the Annual Report.

There is no qualification, reservation or adverse remark or any disclaimer in their Report.
In accordance with the Section 40 of the Companies (Amendment) Act, 2017
(corresponding to Section 139 of the Act), the requirement of ratification of the
appointment of the Statutory Auditor in every Annual General Meeting of the Company

during the tenure of appointment has been dispensed with. Hence, the matter has been
placed as an agenda item in the AGM Notice for the approval of the shareholders.

Details in Respect of frauds reported by the Auditors under Section 143(12) of
Companies Act, 2013:

There are no frauds reported by the Auditor which are required to be disclosed under
Section 143(12) of Companies Act, 2013.

Secretarial Auditor:

The Company has appointed M/s SONU JAIN & Co., Practicing Company Secretaries, as
a Secretarial Auditor of the Company, according to the provision of Section 204 of the
Companies Act, 2013 read with Companies Rules for the purpose of conducting
Secretarial Audit of Company for the financial year 2025-26 to 2029-30. The Report of
the Secretarial Audit is annexed herewith as "Annexure V".

18. INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS:

The Company has an internal control system, commensurate with the size, scale and
complexity of its operations. This ensures that all transactions are authorized, recorded
and reported correctly, and assets are safeguarded and protected against loss from
unauthorized use or disposition. The Company has adequate internal controls for its
business processes across departments to ensure efficient operations, compliance with
internal policies, applicable laws and regulations, protection of resources and assets and
appropriate reporting of financial transactions.

The Company has Internal Audit function which is empowered to examine the adequacy
and compliance with policies, plans and statutory requirements.

It comprises of experienced professionals who conduct regular audits across the
Company''s operations. The Company has also appointed a firm of Chartered Accountants
as Internal Auditors, who reviews the various functions of the Company thoroughly and
report to the Audit Committee.

19. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant
to new SEBI (Prohibition & Insider Trading) Regulation 2015 in place of SEBI (Prohibition
& Insider Trading) Regulation 1992 with a view to regulate trading in securities by the
Directors and designated employees of the Company. The Code requires pre-clearance
for dealing in the Company''s shares and prohibits the purchase or sale of Company shares
by the Directors and the designated employees while in possession of unpublished price
sensitive information in relation to the Company and during the period when the ''Trading
Window'' is closed. The Board is responsible for implementation of the Code. All Directors
and the designated employees have confirmed compliance with the Code.

20. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, your Directors,
to the best of their knowledge and belief and according to information and explanation
obtained by them, confirm that:

(a) In the preparation of the annual accounts for the year ended on 31st March 2026,
the applicable accounting standards had been followed along with proper
explanation relating to material departures;

(b) The Directors had 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 at the end of the
financial year and of the profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for
safeguarding the assets of the company and for preventing and detecting fraud
and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down Internal Financial Controls to be followed by the
Company and that such internal financial controls are adequate and were
operating effectively.

21. DISCLOSURE ABOUT DISQUALIFICATION:

None of the Directors of the Company are disqualified under Section 164 (2) of The
Companies Act, 2013.

22. COST AUDITOR

Company has maintained necessary Cost Records and which are required to be maintained
by Company Pursuant to Section-148 (1) of the Companies Act, 2013, read with Companies
(Cost Records and Audit) Rules, 2014.

As per the requirement of Section 148(3) and rule 6(2) of the Companies (Cost Records and
Audit Rules) 2014, the Company is required to appoint cost auditor to conduct the cost audit
for the financial year 2026-27. Accordingly, the Board has approved the appointment of Mr.
Tadhani Niketan Govindbhai, a Cost Accountant in practice (Firm Registration No. 003635)
and remuneration to be paid to him in the Board Meeting held on 23rd APRIL, 2026 and said
agenda for the ratification of same has been proposed in that AGM.

23. DECLARATION UNDER INSOLVENCY AND BANKRUPTCY CODE

No application made nor any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year under review.

25. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

Disclosure under Section 22 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 the company has setup the Internal complaints
committee and the said committee has framed the policy "Prevention of Sexual
Harassment" on prevention, prohibition and Redressal of complaints related to sexual
harassment of women at the workplace. All women employees whether permanent,
temporary or contractual are covered under the above policy.

Disclosure of complaints during the year:

(a) Number complaints of sexual harassment received in the year: Nil

(b) Number of complaints disposed of during the year: Nil

(c) Number of cases pending for more than ninety days: Nil

However, during the year no complaints were received by the Internal Complaints
committee for sexual harassment from any of the women employees of the company.

26. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT
1961:

The Company declares that it has duly complied with the provisions of the Maternity
Benefit Act, 1961. All eligible women employees have been extended the statutory
benefits prescribed under the Act, including paid maternity leave, continuity of salary and
service during the leave period, and post-maternity support such as nursing breaks and
flexible return-to-work options, as applicable. The Company remains committed to
fostering an inclusive and supportive work environment that upholds the rights and
welfare of its women employees in accordance with applicable laws.

27. DECLARATION REGARDING SETTLEMENT WITH BANKS/FINANCIAL INSTITUTIONS

The company has not made any settlement with banks or financial institutions in the year
under review. Therefore, no valuation was made.

28. CORPORATE GOVERNANCE REPORT

The Company has ethical governance practices many of which are implemented by the
Company.

The Company is committed to transparency in all its dealings and places high emphasis on
business ethics. A report on corporate governance as per the provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 forms part of this annual
report as "Annexure-VI"

ACKNOWLEDGEMENT:

The Board of Directors are grateful for the co-operation and support from the Bankers,
clients and other business partners. The Board takes this opportunity to express their
sincere appreciation for the excellent patronage, total commitment, dedicated efforts of
the executives and employees of the Company at all levels.

Your directors would like to express their gratitude to the Members and are deeply grateful
to them for reposing their confidence and faith in the Company.

The Directors wish to place on record their sincere appreciation of the valuable services
rendered by the employees to the Company.

APPRECIATION

The Directors wish to convey their appreciation to all of the Company''s employees for their
enormous personal efforts as well as their collective contribution to the Company''s
performance. The Directors would also like to thank the shareholders, customers, dealers,
suppliers, bankers, Government and all the other business associates for the continuous
support given by them to the Company and their confidence in its management.

By the Order of the Board of Directors
SHREE RAM TWISTEX LIMITED
(Formerly Known as SHREE RAM TWISTEX PRIVATE LIMITED)

BHAVESHBHAI BHIKHUBHAI

RAMANI JAY ATULBHAI TILALA

Date: 26/08/2026 Managing Director Director

Place: Gondal DIN: 00534813 DIN: 08362902

Mar 31, 2024

Your Directors have pleasure in presenting the 11th Boards'' Report of the Company together with audited
Statement of Accounts and the Auditors'' Report of your company for the financial year ended March 31, 2024.

1. FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY:

PARTICULARS

Year Ended
March 31,2024

March 31, 2023

Total Revenue

23,299.43

21,528.87

Operating profit (before depreciation & tax)

1,596.61

1,380.14

Less: Depreciation &. Preliminary expenses w./off

629.34

883.87

Profit before tax

967.27

496.27

Less: Provision for tax (including deferred tax)

270.10

165.72

Profit after tax

697.17

330.55

The Company has reported total revenue of ^ 23,299.43 Lakhs for the current year as compared to ^
21,528.87 Lakhs in the previous year. The Net Profit for the year under review amounted to ^ 697.17
Lakhs in the current year as compared to ^ 330.55 Lakhs in the previous year.

2. NUMBER OF MEETING OF THE BOARD:

During the year 2023-2024, the Board of Directors of the Company duly meet Sixteen (16) times. The
intervening gap between the two meetings was within the period as prescribed under the Companies Act
2013.

3. DETAILS OF DIRECTORS \ KEY MANAGERIAL PERSONNEL:

There has been change in the Key Managerial Personnel and the constitution of Board of Directors during
the year under review. The details of the change is as below:

Details of Resignation :

Designation Name of the Director / Key Managerial
Person

Date of Resignation

Nature of Change

Director Bhaveshbhai Savjibhai Kothari

January 22, 2024

Resignation

Details of Appointment:

Designation Name of the Director / Key Managerial
Person

Date of Appointment

Nature of Change

Company ,

Secretary Sejjal Tapan Gajjar

March 30, 2024

Appointment

4. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to
Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2024, the
applicable accounting standards had been followed along with proper explanation relating to
material departures, if any;

(ii) the directors had 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 profit and loss of the company for
that period;

(iii) the directors had 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;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the Company being private company, sub clause (e) of section 134(3) of the Companies Act, 2013
pertaining to laying down internal financial controls is not applicable to the Company; and

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and such systems are adequate and operating effectively.

5. DECLARATION BY INDEPENDENT DIRECTORS:

The Company was not required to appoint Independent Directors under Section 149(4) and Rule 4 of the
Companies (Appointment and Qualification of Directors) Rules, 2014 hence no declaration has been
obtained.

6. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION UNDER SUB-SECTION
(3) OF SECTION 178:

The Company, being a Private Limited Company, is not required to constitute a Nomination and
Remuneration Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies
(Meetings of Board and its Powers) Rules, 2014. Also, the Company is not required to constitute
Stakeholders Relationship Committee under Section 178(5) of the Companies Act, 2013.

7. SHARE CAPITAL:

The Authorised Equity Share Capital of the company as at March 31, 2024 has increased to
Rs.40,00,00,000/- divided into 4,00,00,000 equity share of Rs.10/- each from Rs.12,00,00,000/- divided
into 1,20,00,000 equity share of Rs.10/- each as at March 31, 2023.

The paid-up equity share capital of the company as at March 31, 2024 is Rs.29,37,50,000/- consisting of
2,93,75,000 equity share of Rs.10/- each. There is a increase in Paid Up Share Capital of Rs.17,62,50,000/-
during the year under review, due to issue of 1,76,25,000 shares by way of issue of bonus shares/

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the year under review, the Company has not advanced any loans / given guarantees/ made
investments.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY(S):

During the Year Company has entered into Related Party Transactions regarding Director Remuneration,
Salary & Bonus and Loan availed & loan availed repaid. Such Transactions are not Material in Nature as per
the Provisions of Section 188 of the Companies Act, 2013 read with Rule 15(3) of the Companies (Meeting
of Board and its Power) rules, 2014. All Related Party Transactions entered during the year were at Arm''s
Length Price. Accordingly, the Disclosure of Material Related Party Transactions in Form AOC-2 is not
applicable.

10. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the company.

11. DETAILS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

As on March 31, 2024, the Company does not have any subsidiary, Holding or Associate companies.

12. DEPOSITS:

The Company has not invited/accepted any deposits from the public during the year ended March 31,
2024. There were no unclaimed or unpaid deposits as on March 31, 2024.

13. STATUTORY AUDITOR & AUDIT REPORT:

The term of the M/s. R. P. C. & Co. (Chartered Accountants) is concluded at the ensuing general meeting
of the company and in accordance with Section 139 of the Companies Act, 2013 and the Rules made
thereunder, they are not eligible for re-appointment.

The board recommend to appoint M/s. Finava & Associates (Chartered Accountants) as the statutory
auditor of the company for the period of 1 Years i.e from the conclusion of this AGM till the conclusion of
the 12th AGM. A resolution seeking the shareholder''s approval for their appointment forms part of the
Notice.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There
has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

\

14. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:

The company has deputed qualified staff with adequate internal control handling financial and accounting
operations of the company. The operations are observed under continuous supervision of the person in
charge and communicated to the top management levels of the company on timely basis.

15. MAINTENANCE OF COST RECORDS:

The provisions of Section 148(1) of the Companies Act, 2013 with regard to maintenance of cost records
are applicable to the Company and the Company has made and maintained the cost records as specified
therein.

The Board of Directors appointed M/s. Tadhani & Co., Cost & Management Accountants as Cost Auditors
for conducting audit of the cost records maintained by the Company for the Financial Year 2023-24.

16. SECRETARIAL AUDITOR:

Secretarial Audit is not applicable for financial year ended March 31, 2024, since the Company was not a
public company as on March 31, 2024 & the Company does not fall into the criteria mentioned under
section 204 of Companies Act, 2013.

17. INTERNAL AUDITOR:

The Board of Directors at their meeting held on April 11, 2024 appointed Mr. Vishal H. Mehta as internal
auditor for the Financial Year 2023-24.

18. TRANSFER TO RESERVES:

The Company has transferred Rs.6,97,17,301/- to reserve account in the year under review and in the
previous year the Company has transferred Rs.3,30,55,625/- to reserve account.

19. DIVIDEND:

To strengthen the financial position of the Company and to augment working capital, your directors regret
to declare any dividend.

20. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

There have been no material changes and commitments, affecting 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 this report.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:

A Conservation of Energy

(i)

The steps taken or impact on conservation of energy;

the Company has adopted various measures viz., shutting of the machinery or equipment
not in use, installation of energy efficient motors, installation of latest design electrical
equipments, etc. for reduction of cost of power consumption

l")

The steps taken by the company for utilising alternate sources of energy

Nil

Nil

(iii)

The capital investment on energy conservation equipments-

0)

The efforts made towards technology absorption*

Nil

(ii)

the benefits derived like product improvement, cost reduction, product
development or import substitution;

Nil

(in)

In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year):

Nil

(iV)

The expenditure incurred on Research and Development-

the Company is fully equipped with the Research and Development Facilities and constantly
engaged in developing products as per Specification of the Customers. The Company is
Updating Manufacturing process of the existing Products Leading to reduction in Process
Time and Cost of Production and Also in developineg Products

C Foreign exchange earnings and Outgo:

(i)

Foreign Exchange Earnings

(Amount in)

Nil

(ii)

Foreign Exchange Outgo

Nil

22. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall
within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate
policy on corporate social responsibility.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

During the year under review there has been no such significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and company''s operations in future.

24. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) of SECTION

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies
Act, 2013.

25. PARTICULARS OF EMPLOYEE:

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

26. SECRETARIAL STANDARDS OF ICSI

During the period under review, the Company has complied Secretarial Standards-1 (SS-1) and Secretarial
Standards-2 (SS-2) issued by the Institute of Company Secretaries of India.

27. DECLARATION UNDER INSOLVENCY AND BANKRUPTCY CODE

During the period under review, no application has been made nor is any application pending by / against
the Company under the Insolvency and Bankruptcy Code, 2016.

28. DECLARATION REGARDING SETTLEMENT WITH BANKS/FINANCIAL INSTITUTIONS

The company has not made any settlement with banks or financial institutions in the year under review;
therefore no valuation was made.

29. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013:

As per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,
at workplace woman employees are less than 10 hence there is no requirement to form a committee as
per Act but for a better compliance we have form a committee and there were no complaints reported
during the financial year 2023-24

30. RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy which identifies major risks
which may threaten the existence of the Company. The same has also been adopted by your Board and is
also subject to its review from time to time. Risk mitigation process and measures have been also
formulated and clearly spelled out in the said policy.

31. ACKNOWLEDGMENTS:

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the
Government of India, Government of Gujarat, and the Bankers to the Company for their valuable support
and look forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who
have helped in the day to day management.

By Order of the Board of Directors

FOR, Shree Ram Twistek Private Limited Date : 05/09/2024

Place: Gondal

Director Director

Bhavesh B. Ramani Jaybhai A. Tilala

(DIN:00534813) (DIN:08362902)

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