Restile Ceramics Ltd

DEAR MEMBERS,

Your Directors have pleasure in presenting the 39^th Annual Report of Restile Ceramics Limited ("the Company") on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2025.

1. FINANCIAL PERFORMANCE

The summary of Audited financial performance of the Company for the Financial Year ended March 31, 2025 is summarized as under:

2. PRESENTATION OF FINANCIAL STATEMENTS

The financial statements of the Company for the Financial Year 2024-2025 have been prepared in compliance with the Companies Act, 2013 (the 'Act'), applicable Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments thereto (the 'SEBI Listing Regulations') and are disclosed in accordance with Schedule III of the Act.

3. STATE OF COMPANY AFFAIRS AND COMPANY'S PERFORMANCE

Your Company is in the business of manufacturing and trading of vitrified tiles for the last 3 decades. It is registered as a Public Limited Company and is listed on the Bombay Stock Exchange Limited (''BSE Limited'').

During the year under review, your Company's total revenue from operations is Rs. 143 Lakhs in the current Financial Year as against Rs. 93.88 Lakhs in the previous Financial Year. The Net operating loss of the Company is Rs. 96.06 Lakhs in the current Financial Year as against Rs. 91.27 Lakhs in the previous Financial Year.

Detailed information on the operations of the business and state of affairs of the Company are covered in the Management Discussion and Analysis Report ("MDAR").

4. DIVIDEND

In the view of the loss incurred by the Company during the year under review and based on the Company's financial performance, the Board of Directors do not recommend any dividend on equity shares for the Financial Year ended March 31, 2025.

5. BORROWINGS

The Company's borrowings as at March 31, 2025 stood at Rs. 3,805.94 Lakhs as against Rs. 3,910.79 Lakhs as at March 31, 2024.

6. TRANSFER TO RESERVES

There was no amount which was transferred to general reserves during the year under review. The closing negative balance of the retained earnings of the Company for Financial Year 2024-2025, after all appropriation and adjustments was Rs. 13,748.81 Lakhs.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company between end of the financial year and the date of this report. It is hereby confirmed that there has been no other change in the nature of business of the Company.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company does not have any subsidiary or Joint Venture or associate during the year under review.

9. SCHEME OF AMALGAMATION

The Board of the Directors of your Company at their meeting held on February 21, 2023, approved Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Regulations 11, 37 and 94 of Securities and Exchange Board of India ('SEBI') (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations) as amended from time to time, provisions of SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021, as amended from time to time, issued by the SEBI and other applicable provisions, approving amalgamation of Restile Ceramics Limited ("Transferor Company") with Bell Granito Ceramica Limited ("Transferee Company") and their respective shareholders and creditors ("Scheme"). It is further subject to necessary approvals of the shareholders and creditors of the Company (ies), Stock Exchange, National Company Law Tribunal and such other statutory and regulatory approvals as may be required.

10. SHARE CAPITAL

During the year under review, there has been no change in the share capital of the Company. The Authorised Share Capital of the Company as on March 31, 2025 is Rs. 1,00,00,00,000/- divided into 10,00,00,000 equity shares of Rs. 10/- each and the issued, subscribed and paid up share capital of the Company as on March 31, 2025 is Rs. 98,27,92,390/- divided into 9,82,79,239 equity shares of Rs. 10/- each.

Further, there were no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares, nor has it granted any stock options during the financial year. During the year under review, the Company has neither increased the authorized share capital nor allotted any equity shares.

11. DEPOSITORY SYSTEM

The Company's equity shares are tradeable in dematerialized/electronic form. As on March 31, 2025, 99.42% of the Company's total paid-up capital representing 9,77,08,045 equity shares were in dematerialized form. In view of the benefits offered by the depository system, members holding shares of the Company in physical mode are advised to avail the demat facility from their respective depository participants.

12. DEPOSITS

The Company has not accepted any deposits and as such no amount on account of principal or interest on public deposit under section 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.

13. PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

Details of loans, guarantee and investments, if any, covered under the provisions of Section 186 of the Companies Act are provided in the notes to financial statements.

14. RELATED PARTY TRANSACTIONS

The Company has put in place a policy for related party transactions ("RPT policy") which has been reviewed and approved by the Audit Committee and Board of Directors respectively. The RPT policy provides for identification of related party and related party transactions, materiality of related party transactions, necessary approvals by the Audit Committee/Board of Directors/ Shareholders of related party transactions and subsequent material modification thereof, reporting and disclosure requirements in compliance with the Act and the SEBI Listing Regulations.

All contracts/arrangements/transactions entered by the Company during Financial Year 2024-25 with related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are foreseen and of repetitive nature and are entered into in the ordinary course of business and at arm's length. A statement giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval / noting on a quarterly basis and appropriate approvals of the members were also taken, as applicable in accordance with the SEBI Listing Regulations.

The particulars of contracts or arrangements with related parties as prescribed in Form No. AOC-2 is annexed to this report (Annexure A). Details of related party transactions are given in the notes to the financial statements.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the half yearly reports on related party transactions with the Stock Exchange.

The policy on materiality of related party transactions and on dealing with related party transactions as approved by the Audit Committee and Board of Directors is uploaded on the Company's website www.restile.com.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations is attached as Annexure B of this Report. It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations / performance of the Company's various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the Financial Year 2024-25.

16. CORPORATE GOVERNANCE

Company has adhered to the best standards of governance long before they were legally mandated. The Company has devised proper systems to ensure compliance with all the applicable provisions and that such systems are adequate and operating effectively. Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a Certificate from Statutory Auditor confirming compliance, forms an integral part of this report and annexed as Annexure C.

A declaration with respect to the compliance with the Code of Conduct duly signed by the Managing Director of the Company also forms part of this report.

17. DIRECTORS & KEY MANAGERIAL PERSONNEL Board of Directors:

Following are the Directors as on March 31, 2025:

1) Cessation/Resignation: During the year under review, the following Directors have resigned from the Board of Directors of the Company:

> As per Section 167 of the Companies Act, 2013 Mr. Rajendra Prasad Kandikattu (DIN: 00143653), Nominee Director of the Company has vacated his office as he was absent from all the meetings of the Board of Directors held during a period of twelve months of the financial year 2023-24 without seeking leave of absence of the Board and In this regard, the Company has passed board resolution at the board meeting held on May 23, 2024 for taking note of vacation of office of Mr. Rajendra Prasad Kandikattu with effect from April 01, 2024 and filed Form DIR-12 with Registrar of Companies and subsequently, intimated to the stock exchange.

> Mrs. Shruti Rathod (DIN: 01948999) tendered her resignation as the Director of the Company with effect from August 06, 2024.

> Mrs. Bharati Nalin Rathod (DIN: 02587701) tendered her resignation as director of the Company with effect from August 27, 2024.

> Mr. Nalandula Ramachandran Srinivasarao, (DIN: 00089348) and Mr. Mani (DIN: 02577983) have retired as the Independent Directors of the Company with effect from September 12, 2024 pursuant to completion of their second term at the conclusion of the Annual General Meeting held on September 12, 2024.

> Mr. Tenkasi Ramanarayanan Seetharaman (DIN: 02385221) tendered his resignation as the Independent Director of the Company with effect from November 16, 2024.

> Mr. Gopalachari Padmanabhan (DIN: 00101432) tendered his resignation as the Independent Director of the Company with effect from December 03, 2024.

2) Appointment/Re-appointment: Pursuant to provisions of the Act and SEBI Listing Regulations, the following Directors were appointed/re-appointed on the Board of Directors of the Company:

> Mr. Yash Kaushik Shah (DIN: 02155636) was re-appointed as Independent Director of the Company at the Annual General Meeting (AGM) held on September 12, 2024 to hold office from the conclusion of the 38^th AGM until the conclusion of 43^rd AGM to be held in the year 2029.

> Mr. Balachandran Vishwanathan Kasi (DIN: 01943195) was appointed as an Additional NonExecutive, Independent Director of the Company at the Board Meeting held on August 07, 2024. Later, Members of the Company at the Annual General Meeting held on September 12, 2024 have appointed Mr. Balachandran Vishwanathan Kasi as a Non-Executive, Independent Director of the Company for a period of 5 (Five) consecutive years effective from August 07, 2024 to August 06, 2029.

> Mr. Rakesh Madanlal Bhatia (DIN: 00008192) was appointed as Additional Non-Executive, Independent Director of the Company at the Board Meeting held on August 07, 2024. Later, Members of the Company at the Annual General Meeting held on September 12, 2024 have appointed Mr. Rakesh Madanlal Bhatia as a Non-Executive, Independent Director of the Company for a period of 5 (Five) consecutive years effective from August 07, 2024 to August 06, 2029.

> Ms. Hasmita Taunk (DIN: 10728070) was appointed as Additional Non-Executive, NonIndependent Director of the Company in the Board Meeting held on August 07, 2024. Later, Members of the Company at the Annual General Meeting held on September 12, 2024 have appointed Ms. Hasmita Taunk as a Non-Executive Director of the Company.

> Pursuant to Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members of the Company have passed a Special Resolution in the Annual General Meeting of the Company held on September 12, 2025 for continuation of Directorship of Mr. Nalinkant Amratlal Rathod (DIN: 00272129), to continue to be a Non-Executive Director of the Company, who shall be liable to retire by rotation, notwithstanding he is attaining the age of Seventy Five (75) years on May 12, 2025.

3) Director liable to retire by rotation:

> During the year under review, pursuant to the provisions of Section 152(6) of the Companies Act, 2013, and due to resignation of Mrs. Shruti Rathod, Director of the Company, Mr. Nalinkant Amratlal Rathod (DIN: 00272129) was liable to retire by rotation and re-appointed by the shareholders at the Annual General Meeting held on September 12, 2024.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, perquisites and reimbursement of expenses if any incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

None of the Directors are disqualified from being appointed as the Director of the Company in terms of Section 164 of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014. Further, the Company has received the necessary declarations from all the Directors as required under the Companies Act and SEBI Listing Regulations. Further, all the independent directors are registered with data bank maintained by the Indian Institute of Corporate Affairs ("IICA"). The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence.

II. Key Managerial Personnel (KMP's):

Following were the Key Managerial Personnel's as on March 31, 2025 pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

18. MEETING OF THE BOARD AND ITS COMMITTEES

The Company has following committees in place in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders' Relationship Committee;

d. Share Transfer Committee.

The Committees constituted by the Board focus on specific areas and take informed decisions within the framework of delegated authority, and make specific recommendations to the Board on matters within their areas or purview. The decisions and recommendations of the Committees and minutes of meeting of committees are placed before the Board for information and/or for approval, as required. During the year under review, all recommendations received from its committees were accepted by the Board.

During the Financial Year 2024-25, five (5) Board Meetings, four (4) Audit Committee Meetings, two (2) Nomination and Remuneration Committee meetings, four (4) Stakeholders' Relationship Committee meetings and four (4) Share Transfer Committee meetings were held. The details of the same along with other Committee meetings of Board are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

19. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its Board, its Committees and the individual members of the Board (including the Chairperson). A structured questionnaire was prepared after taking into consideration inputs received from the directors, covering the aforesaid aspects of the Board's functioning. The overall performance of the Board and Committees of the Board was found satisfactory.

Further, the overall performance of Chairman, Executive Director and Non-Executive Directors of the Company was found satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc.

Further, pursuant to Regulation 17 (10) of the SEBI Listing Regulations, the performance evaluation of the Independent Directors was carried out by the entire Board excluding the independent director being evaluated.

The Independent Directors expressed their satisfaction with the evaluation process and flow of information between the Company management and the Board.

20. CODE OF CONDUCT

The Company has adopted a Code of Conduct for Prevention of Insider Trading including policies and procedures for inquiry in case of leak or suspected leak of unpublished price sensitive information, Code for Fair Disclosure and Code of Conduct to regulate, monitor and report trading in securities by the directors, designated persons and immediate relatives of designated persons of the Company in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 ('Insider Trading Regulations').

Pursuant to above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of Insider Trading Regulations. The transactions by designated persons above threshold approved by Board is subject to preclearance by compliance officer. Company Secretary has been appointed as the Compliance Officer for purpose of Insider Trading Regulations.

Designated persons have made annual disclosure to Company as per requirements of Insider Trading Regulations and Company's Code of Conduct. The Code is available on website of the Company at www.restile.com.

21. DISCLOSURES BY DIRECTORS

Based on the declarations and confirmations received in terms of provisions of the Companies Act, 2013, circular(s) / notification(s) / direction(s) issued by the RBI and other applicable laws, none of the Directors on the Board of your Company are disqualified from appointment as Directors.

Declaration of Independent Directors

The Company has received the necessary declarations from the Independent Directors under Section 149(7) of the Act and Regulation 25 of the SEBI Listing Regulations, that they meet the criteria of Independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have also confirmed compliance with the provisions of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of Independent Directors. The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence.

The Board after taking these declarations/ disclosures on record and acknowledging the veracity of the same, is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise, hold highest standards of integrity and are Independent of the Management of the Company. The terms and conditions of appointment of Independent Directors are available on the website of the Company at www.restile.com.

22. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a system to familiarize its Independent Directors. The familiarization program aims to provide knowledge/information to the Independent Directors about their roles, responsibilities in the Company, nature of the industry, business model, processes, policies and the technology and the risk management system of the Company, the operational and financial performance of the Company, significant development so as to enable them to take well informed decisions in timely manner. During the Financial Year 2024-2025, the Independent Directors were updated from time to time on continuous basis on the significant changes in the regulations, duties and responsibilities of Independent Directors under the Act, and SEBI Listing Regulations.

The details of familiarization programmes for the Independent Directors are disclosed on the Company's website at www.restile.com.

23. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a Nomination & Remuneration policy. This policy inter alia provides:

(a) The criteria for determining qualifications, positive attributes and independence of Directors; and

(b) Policy on remuneration of directors, key managerial personnel and other employees.

The Policy is directed towards a compensation philosophy and structure that will reward and retain talent. The Nomination & Remuneration Policy is stated in the Corporate Governance Report and is also available on the Company's website at www.restile.com.

24. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 and to the best of Board's knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements:

(a) in the preparation of the annual accounts for the Financial Year ended on March 31, 2025, the applicable accounting standards and Schedule III of the Companies Act, 2013, 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2025 and of the loss of the Company for the Financial Year ended March 31, 2025;

(c) proper and sufficient care has been taken 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;

(d) the annual accounts have been prepared on a 'going concern' basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

> Statutory Auditor

As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at the Annual General Meeting held on September 12, 2024 have approved the appointment of M/s. M. S. Krishnaswami & Rajan, Chartered Accountants (Firm Registration No. 01554S) as Statutory Auditors of the Company, upon completion of the term of M/s. R. Sundararajan & Associates Chartered Accountants (Firm Registration No: 008282S), not seeking re-appointment, to hold office for a period of 5 Years from the conclusion of 38th Annual General Meeting (AGM) till the conclusion of the AGM of the Company to be held for the year 2028-2029.

The Statutory Auditors has issued qualified opinion on the Financial Statements for the Financial Year ended March 31, 2025 as mentioned in the below table:

> Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Mitesh J Shah & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year ended March 31, 2025. The secretarial audit report forms a part of the Annual Report. Further, pursuant to amendments under SEBI Listing Regulations and SEBI circular dated February 08, 2019, a report on secretarial compliance as required under Regulation 24A was submitted to the stock exchanges as obtained from M/s. Mitesh J Shah & Associates, Practicing Company Secretary for Financial Year 2024-25. These reports do not contain any qualification, reservation or adverse remark or disclaimer.

> Internal Auditor:

M/s. R K Doshi & Co LLP, Chartered Accountants, performed the duties of internal auditor of the Company for the Financial Year 2024-25 and their report is reviewed by the Audit committee.

> Cost Auditor:

The Maintenance of the cost records, for the services rendered by the Company is not required pursuant to Section 148(1) of the Act, read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 and accordingly it is not required to appoint Cost Auditor.

26. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTIO 143 (12) OF THE ACT

During the year under review, no instances of fraud committed against the Company by its officers or employees were reported by the Statutory Auditors and Secretarial Auditors under Section 143(12) of the Act to the Audit Committee or the Board of Directors of the Company.

27. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Board has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems, work performed by the Internal, Statutory and Secretarial Auditors and external consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board is of the opinion that the Company's internal financial controls with reference to the financial statements were adequate and effective during the Financial

Year under review. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

28. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, your Company is not required to contribute funds for CSR.

29. ANNUAL RETURN

A copy of the annual return as provided under section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is placed on Company's website at www.restile.com.

30. PARTICULARS OF EMPLOYEES

Your Company had 10 employees as on March 31, 2025. The statement containing particulars of employees as required under Section 197(12) of the Act, read along with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employees were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of Section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure D and forms part of this report.

Your directors would like to record their appreciation of the efficient and loyal service rendered by the employees.

31. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to upheld and maintain the dignity of woman employees and to provide a safe and conducive work environment to all its employees and associates working in the Company.

During the Year under review the company has not received any complaints on sexual harassment.

32. RISK MANAGEMENT

Pursuant to Section 134 (3)(n) of the Act and Regulation 4(2)(f) of SEBI Listing Regulations, the Company has put in place comprehensive Risk Management Policy which inter alia, includes identification of elements of those risks which in the opinion of the Board may threaten the existence of the Company. Further, the Company has adequate risk management mechanism and same is periodically reviewed by the Audit Committee and Board. The major risk identified by the business are systematically addressed through mitigating actions on a continuing basis and cost-effectively risks are controlled to ensure that any residual risks are at an acceptable level. The Company has been addressing various risks impacting the Company and brief view of the Company on risk management has been disclosed in the Management Discussion and Analysis Report.

33. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In Compliance with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, the Company has adopted a Whistle Blower Policy. The Audit Committee oversees the functioning of this policy. The Company's vigil mechanism/ Whistle blower Policy aims to provide the appropriate platform and protection for Whistle Blowers to report instances of fraud and mismanagement, if any, to promote reporting of any unethical or improper practice or violation of the Company's Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and regulations including the Company's ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure.

The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. Details of the Vigil Mechanism and Whistleblower policy are covered in the Corporate Governance Report, which forms part of the Annual Report and are made available on the Company's website at www.restile.com.

During the Financial Year 2024-25, no cases under this mechanism were reported to the Company.

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

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

35. ENERGY CONSERVATION, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING & OUTGO

The details in respect of conservation of Energy, Technology Transfer and Foreign Exchange Earning and outgo is as follows:

A. Conversation of Energy and Technology Absorption

The Company is taking all possible measures to conserve energy. Several environment friendly measures are adopted by the Company. The Company continued to give major emphasis for conservation of Energy.

There were no power and gas consumed as there was no production during the year.

B. Foreign Exchange Earning and Outgo:

Details of foreign exchange earnings and outgo required under Section 134 (3) (m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are as under:

Total Foreign Exchange earnings and outgo by the Company is as follows:

36. LISTING WITH STOCK EXCHANGES

The Equity Shares of your Company continue to remain listed on BSE Limited. The Listing fees to the Stock Exchange and custodian fees to NSDL and CDSL have been paid by the Company for the Financial Year 2024-25.

37. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTION

No such instance of one-time settlement or valuation was done while taking or discharging loan from the Banks/ Financial institutions occurred during the year.

38. PROCEEDINGS PENDING UNDER THE INSLOVENCY AND BANKRUPTUCY CODE

There are no such proceedings or appeals pending under Insolvency and Bankruptcy Code, 2016 during the year and at the end of the Financial Year 2024-25.

39. SECRETARIAL STANDARDS OF ICSI

Your Company has complied with the applicable Secretarial Standard Secretarial Standards with regard to Meeting of the Board of Directors (SS-1), General Meeting (SS-2), Secretarial Standard on Dividend (SS-3) and Secretarial Standard on Report of the Board of Directors (SS-4) issued by The Institute of Company Secretaries of India.

40. STATUTORY DISCLOSURES

• The financial statements of the Company are placed on the Company's website www.restile.com.

• The Directors' responsibility statement as required by section 134(5) of the Act, appears in this report.

• There is no change in the nature of business of the Company during Financial Year 2024-2025.

• A Cash Flow Statement for Financial Year 2024-2025 is attached to the Balance Sheet.

41. ACKNOWLEDGEMENT

Your Board takes this opportunity to place on record our deep appreciation to our Shareholders, Customers, Business Partners, Vendors, Bankers, Financial Institutions, Stock Exchange, Regulatory and Government Authorities and other Stakeholders at large for all support rendered during the year under review. We strive to build rewarding relationships with our stakeholders - clients, employees, shareholders, business partners, communities and regulators - for achieving our long-term vision aligned with our stakeholders' interests.

The Directors also thank the Government of India, Governments of various states in India and concerned Government departments and agencies for their co-operation. The Directors hereby acknowledge the dedication, loyalty, hard work, cooperation, solidarity and commitment rendered by the employees of the Company during the year.

The Board also places its gratitude and appreciation for the support and co-operation from its members and other regulators.