<dhhead>DIRECTORS’ REPORT </dhhead>

To

The Members

Konark Synthetic Limited

Your Directors present the 41st Annual Report together with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended on 31st March 2025.

FINANCIAL HIGHLIGHTS:

REVIEW OF BUSINESS OPERATIONS:

During the year under review your company earned a revenue from operations of Rs. 4673.56 Lakhs as compared to Rs. 4360.44 Lakhs in the previous financial year. The company reported a loss of Rs. 308.28 Lakhs as Compared to profit of Rs. 12.78 lakhs in the previous financial year.

SHARE CAPITAL:

There was no change in Share Capital of the Company during the year 2024 - 25. As on 31st March, 2025, the paid up share capital of the Company stood at Rs.5,80,80,000/- (Rupees Five Crores Eighty Lakhs and Eighty Thousand Only) divided into 58,08,000 Equity shares of Rs. 10/ - (Rupee Ten Only) each.

DIVIDEND:

To conserve the resources for future business requirements of the Company, your Directors do not recommend any payment of dividend for the year under review.

During the year the Company has not transferred any amount to General Reserves.

CHANGE IN NATURE OF BUSINESS:

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

PUPLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

ANNUAL RETURN:

The Annual Return as referred in Section 134(3)(a) read with Section 92 (3) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 the Annual Return in e-form MGT-7 for the financial year ended March 31, 2025 is placed on the website of the Company at https://konarkgroup.co.in/annual-return/.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and the Articles of Association of the Company, Mr. Shonit Prakashchand Dalmia (DIN: 00059650), Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

The Following changes took place in the composition of the Board and Key Managerial Personnel:

Mr. Nikunj Gatecha (Membership No. A57115) was appointed as Company Secretary and Compliance Officer of the Company w.e.f 12^th October 2023 who subsequently resigned w.e.f 7^th May 2024.

Mr. Prerna Goyal (Membership No..A38869) was appointed as Company Secretary and Compliance Officer w.e.f 10^th February, 2025.

DECLARATION OF INDEPENDENT DIRECTORS:

In accordance with the Section 149(7) of the Act, each Independent Director has given a written declaration to the Company at the time of their appointment and at the first meeting of the Board of Directors in every financial year confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI LODR Regulations and there has been no change in the circumstances which may affect their status as an independent director during the year.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 along with code of conduct for all members of board in terms of Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Further during the year under review no Independent Director Resigned before the expiry of the Term.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year on 14th February, 2025, to review the following:

Review the performance of Non-Independent Directors and the Board as a whole for the financial year 2024-2025

Review the performance of the Chairperson of the Company, taking into consideration, the views of Executive Directors and Non-Executive Directors; and

Assess the quality, quantity and timeliness of the flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

The policy on Director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and also remuneration for Key Managerial Personnel and other employees is attached herewith and marked as ‘Annexure I’.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

The Board of Directors has conducted an annual assessment of its own performance, board committees, and individual directors pursuant to Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and SEBI LODR.

The board has sought inputs from all the directors based on the criteria such as board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members based on the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board concluded that all committees were discharging their functions effectively.

In separate meetings of independent directors held on 14^th February 2025, the performance of non-independent directors, the Chairman, and the Board as a whole was evaluated. The same was also discussed in the meetings of Nomination and Remuneration Committee and the Board. Performance Evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The details of the programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http://www.konarkgroup.co.in/investor relation/policies/Familiarisation programme for Independent Directors.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. A tentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The Board met 12 times during the financial year, the details of which are as under:

The time gap between board two board meeting did not exceeded 120 days.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief and according to the information and explanation obtained by them and as required under Section 134(3)(c) of the Companies Act, 2013, state that:

a. in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

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 the company at the end of the financial year as at 31st March, 2025 and of the loss of the company for that period;

c. the directors have 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 have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF MANEGERIAL REMUNERATION AND OTHER DETAILS:

Disclosure with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith and marked as

‘AnnexureII’.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

As on 31st March 2025, the Company has one subsidiary company i.e. India Denim Limited.

The Company's subsidiary viz., India Denim Limited is under Corporate Insolvency Resolution Process as per the order number CP(IB) 361/AHM/2019 dated 22/09/2023 passed by the Hon'ble NCLT, Ahmedabad. The board of the company was suspended from the same date and the Interim Resolution Professional (IRP) was appointed for the same. The financial information/financial statements for the said company was not available and hence the profit/loss of the subsidiary company is not considered while preparing the Audited Consolidated Financial Results for the holding company. The company has already made full provision for the investment made in the same subsidiary company.

In accordance with the provision of Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company are available on our website www.konarkgroup.co.in . These documents will also be available for inspection at the registered office of the Company.

The Company has sold its entire investment in its associate company, Konark Infratech Private Limited on 30^th October 2024. Consequently, as on 31^st March, 2025, the Company does not have any Associate Company.

The company has no joint venture companies as on 31^st March 2025.

Statement containing salient features of financial statements of Subsidiary and Associate Company in Form AOC-1 is annexed to this report as Annexure III

COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently three Committees of the Board, as follows:

Audit Committee

Nomination and Remuneration Committee

Stakeholders’ Relationship Committee

The Details of Number of Meetings held and composition of Committee is as under:

Audit Committee

The Audit Committee met 8 times during the year under review as under

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-

business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. All major properties of the Company are insured.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013:

All transactions with the related parties entered during the year are ongoing and on arm’s length basis. No Material Related Party Transaction was entered during the year by your Company as per Section 188 of the Companies Act, 2013. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details as required under Section 186 of the Companies Act, 2013 of loans and guarantee made by your Company during the financial year 2024-25 are given under Notes to Accounts on financial statements. The Company has not made any investments during the year.

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 was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on Company’s operations in future.

INTERNAL FINANCIAL CONTROL WITH REFRENCE TO THE FINANCIAL STATEMENTS:

The Company has Internal Financial Control System commensurate with the size, scale and complexity of its operations. The Company monitors and evaluates the efficacy and adequacy of internal control system in place, its compliance with operating systems, accounting procedures and policies.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

WHISTLE BLOWER/VIGIL MECHANISM POLICY:

The Company has a Vigil Mechanism / Whistle Blower Policy on our website www.konarkgroup.co.in. to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil mechanism Policy is posted on the website of the Company at https://konarkgroup.co.in/wp-content/uploads/2016/04/Vigil-Mechanism-Policy.pdf. We affirm that during the financial year 2024- 25 no employee or director was denied access to the Audit Committee.

STATUTORY AUDITORS:

The Members at the 37^th Annual General Meeting of the Company held on 30^th September, 2021, appointed M/s Jhunjhunwala Jain & Associates LLP, Chartered Accountants, Mumbai (FRN: 113675W), as Statutory Auditors of the Company for a period of 5 (five) years and who shall hold such office from the conclusion of 37^th Annual General Meeting till the Conclusion of 42^nd Annual General Meeting to be held for the financial year 2025-26. M/s Jhunjhunwala Jain & Associates LLP, Chartered Accountants and Statutory Auditors of the Company tendered their resignation w.e.f 14^th August, 2023 for non-acceptance of their request by the Audit Committee and the Board for increase in remuneration for carrying out audit services from the financial year 2023-24 onwards. Accordingly, the Board of Directors of the Company at their meeting held on 5th September, 2023,on the recommendation of Aduit Committee approved and recommended the appointment of M/s Bhuwania & Agrawal Associates, Chartered Accounts, Mumbai having FRN: 101483W and Peer Review Certificate No. 014197 issued by Peer Review Board of ICAI , as Statutory Auditors to fill the casual vacancy caused by the resignation of M/s Jhunjhunwala Jain & Associates LLP. Statutory Auditors. Accordingly the members of the Company at the 39^th Annual General Meeting held on Saturday 30^th September, 2023 approved the appointment of M/s Bhuwania & Agrawal Associates, Chartered Accounts, Mumbai having FRN: 101483W and Peer Review Certificate No. 014197 issued by Peer Review Board of ICAI , as Statutory Auditors to fill the casual vacancy and to hold such office from 15^th August, 2023 till the conclusion of 39^th Annual General Meeting of the Company. M/s Bhuwania & Agrawal Associates, Chartered Accounts, Mumbai, had given their consent and eligibility to this effect.

Further, the term of M/s Bhuwania & Agrawal Associates, Chartered Accounts, Mumbai having FRN: 101483W and Peer Review Certificate No. 014197 Issued by Peer Review Board of ICAI as Statutory Auditors to fill the casual vacancy caused by the resignation of M/s Jhunjhunwala Jain & Associates LLP. Statutory Auditors was expiring at the conclusion of 39^th Annual General Meeting and being eligible have given their consent and eligibility for appointment as Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of 39^th Annual General Meeting.

The Members of the Company at the 39^th Annual General Meeting accorded their approval to the appointment of M/s Bhuwania & Agrawal Associates, Chartered Accounts, Mumbai havingFRN: 101483W and Peer Review Certificate No.014197 issued by Peer Review Board of ICAI as Statutory Auditors for a period of 5 (five) years from the conclusion of 39^th Annual General Meeting till the conclusion of 44^th Annual General Meeting.

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 has Appointed M/s. KRS AND CO, Company Secretaries, Thane, I undertake Secretarial Audit of the Company for the year 2024 - 25. The Secretarial Audit Report is annexed herewith as ‘Annexure IV’ and forms part of this report.

INTERNAL AUDITOR:

The Company had appointed M/s. Kamlesh Duggar & Co., Chartered Accountants, Mumbai as its Internal Auditor for the financial year 2024-25.

As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost auditors, the company was not liable to appoint Cost auditors for the financial year 2024-25.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

REMARKS ON QUALIFICATION BY STATUTORY AUDITORS AND SECRETARIAL AUDITORS:

The Statutory Auditors’ report does not have any qualification and the same is self-explanatory.

Further, the observations of Secretarial Audit Report for the year under review is as under along with the reply of the Management of the

Company

1. Pursuant to Regulation 6 (1A) of SEBI (LODR) Regulation 2015 there is delay of 187 Days for appointment of a Qualified Company Secretary as Compliance Officer of Company.

Reply: With reference to the observation regarding delay of 187 days in the appointment of a Qualified Company Secretary as Compliance Officer pursuant to Regulation 6(1A) of SEBI (LODR) Regulations, 2015, the Board clarifies that the delay was primarily due to non-availability of suitable candidate during the period. The Company had made continuous efforts to identify and appoint a qualified professional including but not limited to posting vacancy on ICSI and interviewed various candidates, and the position has since been duly filled. The Board assures that necessary steps are being taken to ensure timely compliance in future.

2. Pursuant to the provisions of Regulation 33 (2) and (3) of SEBI (LODR) Regulation 2015 there was a delay of 20 days in approval and submission of un-audited consolidated financial results for the quarter ended nine month ended 31st December 2024.

Reply: The Company did not receive financial data from the Associate Company in which it has sold its entire shareholding informed via intimation dated 30^th October, 2024. The delay was an instance that was beyond the control of the company and primarily due the transition process. The Board assures that necessary steps have been taken to strengthen internal processes to ensure timely compliance in future.

3. The Company has extended interest free loan to its Subsidiary Company (India Denim Limited) and there is no stipulation on the repayment of the said loan. The same is not in compliance in terms of Regulation 186(7) of the Companies Act 2013.

Reply: Considering the financial condition of the subsidiary company the Company extended interest free loan.

REPORT ON CORPORATE GOVERNANCE:

As per Schedule V Part C of Listing obligation and disclosure requirements, the provision of corporate governance is not applicable to the Company as equity share capital of the company does not exceed 10 crores and net worth of the Company does not exceed 25 Crore as on last previous Financial Year. Note As per Schedule V Part C [(10) (i)] of Listing obligation and disclosure requirements, Company does not require to take certificate of

‘Non- Disqualification of Director’ from practicing Company Secretary.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, is annexed under Annexure VI to this report.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and 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 thereunder. There was no complaint on sexual harassment during the year under review.

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

Details regarding conservation of energy, technology absorption, foreign exchange earnings and outgo is given in ‘Annexure V’.

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY:

Provisions Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company during the year under review.

Listing Fees:

The Company is Listed on BSE Limited. The Company has paid the Listing Fees for the Financial Year 2024-25.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Business Responsibility and Sustainability Report (BRSR) is not applicable to the Company as it is not included in the top 1000 listed entities by market capitalization as on 31st March 2025. While the formal requirements of BRSR do not apply, the Company remains committed to maintaining high standards of business responsibility and sustainability in its operations.

Transfer of unclaimed dividend to IEPF

Since there is no unclaimed/ un-paid dividend with the Company, no amount was transferred from the Unclaimed Divided Account to the Investor Education and Protection Fund (IEPF) established by the Central Government during the Financial Year 2024-25.

Transfer of shares to IEPF

In accordance with Section 124 of the Companies Act, 2013 no equity shares, has been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the Financial Year 2024-25.

OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same is not applicable.

No application has been made under Insolvency and Bankruptcy Code: hence requirement to disclose the details of application made or any proceedings 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 to the Company.

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

ENHANCING SHAREHOLDER VALUE

Your company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance.

CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management Discussion & Analysis describing the Company’s objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations.. Important factors that could influence the Company’s operation include global and domestic demand and supply conditions affecting selling prices of Raw Materials, Finished Goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and various other factors.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere appreciation for the assistance and co-operation received from all the Government departments, Banks, Financial Institutions, other business constituents and members during the year under review and also look forward to their continued support in the future.

Your Directors also wish to place on record their deep appreciation for the committed services of the employees of the Company.