Your Directors are pleased to present their 38th Annual Report
on the affairs of the Company together with the Audited
Statement of Accounts for the year ended 31st March, 2024.

2023-24 2022-23

(' in lakhs) (' in lakhs)

FINANCIAL RESULTS

PERFORMANCE REVIEW

During the year, revenue from the operations of the Company is
Rs.63.45 Lakhs as compared to Rs. 572.40 Lakhs in the
previous year. The operating loss of the Company is Rs.145.62
Lakhs as against operating profit of Rs.247.07 Lakhs in the
previous year. The loss after finance cost and depreciation is Rs.
692.69 Lakhs as against the loss of Rs.334.28 Lakhs in the
previous year.

DIVIDEND

The Board has decided not to recommend any dividend for the
financial year 2023-24.

TRANSFER TO RESERVES

There is no transfer to reserves for the financial year 2023-24.

MATERIAL CHANGES AND COMMITMENT IF ANY
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

During the year, there is no Material Changes and Commitment
which affects the Financial Position of the company.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March, 2024 was
Rs. 8,74,98,650.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

In accordance with the provisions of Section 134 of the

-

Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, required information relating to the Conservation
of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo is given in “Annexure A” to the Directors’
Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL
(KMPs)

During the year Ms. Aisha Ayaz Ahmed Siraj (Membership No.-
A67270) had resigned from the post of Company Secretary &
Compliance Officer of the Company with effect from 22nd
March, 2024.

During the year Ms. Neha Garg (Membership No.- A69523)
was appointed as Company Secretary & Compliance Officer
with effect from 22nd March,2024.

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

During the year Shri. Ashwinikumar Dave has been re¬
appointed as an Independent Director of the Company with
effect from 25th May, 2024 for a second term of 5 consecutive
years up to 24th May, 2029 by the Board of Directors on 22nd
March 2024.

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

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

Shri. Janak Hemant Madhavdas resigned from his position as
C.E.O. (Real Estate Segment) of the company on August 1,
2023.

In accordance with the provisions of the Companies Act, 2013
and the Articles of Association of the Company, Shri Narayan
Patodia (DIN: 00013122) retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for re¬
appointment. Accordingly, his re-appointment forms part of
the Notice of the ensuing Annual General Meeting.

The Company has received declarations from all the
Independent Directors of the Company confirming that they
meet the criteria of independence as prescribed under the sub¬
section (7) of Section 149 of the Companies Act, 2013.

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.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required by Section 134 (3) (c) of the Companies Act, 2013,
your Board of Directors hereby state:

a) that in the preparation of the Annual Accounts for the year
ended 31st March, 2024, the applicable accounting
standards have been followed along with proper
explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to
the Financial Statements have been selected and applied
them consistently and 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 31st March, 2024
and of the Profit & Loss of the Company for the year
ended on that date;

c) that the Directors have taken proper and sufficient care for
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;

d) that the annual accounts have been prepared on a going
concern basis; that Directors have laid down internal
financial controls to be followed by the Company and such
Internal Financial Controls are adequate and operating
effectively; and

e) that systems to ensure compliance with the provisions of
all applicable laws were in place and were adequate and
operating effectively.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and
Listing Regulations, the Board has carried out an Annual
Performance evaluation of its own performance, the Directors
individually as well as the evaluation of the working of its various
Committees.

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

The performance evaluation of the Chairperson and Non¬
Independent Directors was carried out by the Independent
Directors at their separate meeting held on 10th August, 2023.
The Independent Directors expressed their satisfaction with the
evaluation process.

The performance evaluation of all the Directors, Committees
and the Board was carried out by the Nomination and
Remuneration Committee, Independent Directors and Board at
their respective meetings.

NUMBER OF BOARD MEETINGS:

During the year 2023-24, the Board of Directors met six times
on the dates as given below. Also, a separate meeting of
Independent Directors was convened as prescribed under
Schedule IV of the Act, was held during the year under review.
The gap between two consecutive meetings was not more than
one hundred and twenty days as provided in section 173 of the
Companies Act, 2013.

Date of Board Meetings held During the FY 2023-24:

The details of the Composition of the Board of
Directors are given.

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

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

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

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

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

AUDITORS

STATUTORY AUDITORS

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

COST AUDITORS

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

MAINTENANCE OF COST RECORDS

As per section 148 of Companies Act, 2013 read with Rule 3 &
4 of Companies (Cost Records and Audit) Rules, 2014 as
amended from time to time, since the aggregate turnover from

the individual product or services does not exceed Rs. 35 crores
therefore we conclude that the company is not required to
maintain the cost records.

SECRETARIAL AUDIT

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

AUDITORS AND REPORTS

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

Report of Statutory Auditor:

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

Report of Secretarial Auditor:

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

CORPORATE GOVERNANCE

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

AUDIT COMMITTEE

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

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

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

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

Date of Audit Committee Meeting: -.

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

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

NOMINATION & REMUNERATION COMMITTEE &
POLICY

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

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

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

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

RISK MANAGEMENT

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

The common risks inter alia are: Regulations, Credit Risk,
Foreign Exchange and Interest Risk, Competition, Business
Risk, Technology Obsolescence, Investments, Retention of

Talent and Expansion of Facilities etc. Business risk, inter-alia,
further includes financial risk, political risk, legal risk, etc. The
Board reviews the risk trend, exposure and potential impact
analysis and prepares risk mitigation plans, if necessary.
CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

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

Internal Complaints Committees (ICC) have been set up to
redress complaints received regarding sexual harassment and
the Company has complied with provisions relating to the
constitution of Internal Complaints Committee under The
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. All employees
(permanent, contractual, temporary, trainees) are covered
under this Policy.

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

a) No. of Complaints received: Nil

b) No. of Complaints disposed of: Nil

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

Disclosures pertaining to remuneration and other details as
required under Section 197 (12) of the Companies Act, 2013

read with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given
below:

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

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

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

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

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

PUBLIC DEPOSITS

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

ANNUALRETURN

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

REPORTING OF FRAUDS

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

OTHER DISCLOSURES

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

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

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

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

ACKNOWLEDGEMENT

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

On behalf of the Board

KRISHAN KUMAR PATODIA

Chairman and Managing Director

Place : Mumbai
Date : 24th May, 2024