Your directors are pleased to present their report and the audited financial statements for the year ended 31st March, 2025.

1. FINANCIAL HIGHLIGHTS

2. DIVIDEND

The Board of Directors have recommended a final dividend of ? 5/- per ordinary share on 58,41,875 ordinary shares of
face value of ? 10/- each (50%), amounting to ? 292.09 for the year ended 31st March, 2025 (P.Y. ? 5/- per ordinary shares
on 60,16,875 ordinary shares of face value of ? 10/- each (50%), amounting to ? 300.84) payable to those members whose
name shall appear in the Register of Members or Register of Beneficial Owners maintained by the depositories, as on
Thursday, 31st July, 2025 (Record Date), subject to approval of the members at the ensuing annual general meeting of
the Company. The resolution to declare dividend is set out at Agenda Item No. 2 of the Notice convening the 127th annual
general meeting.

3. TRANSFER TO RESERVE

Your directors do not propose to transfer any amount to the reserves out of current year profits.

4. NATURE OF BUSINESS AND STATE OF COMPANY'S AFFAIRS

The Company is engaged in manufacturing and sale of Jute products. There has been no change in the nature of business
of the Company during the year under review. Revenue from operations, profitability and earnings per share show under
noted position during the year under review compared to previous year:

Domestic demand was subdued and as a result capacity utilisation across the Jute Industry was lower during the year
under review. Government orders continued to be a key support for the Industry. Export markets recovered during the
year under review and your Company was able to increase export sales by more than 25% (twenty-five percent).

Despite a decrease in production as compared to the previous year, the overall operating margins and operating profit for
the current year showed a significant increase.

Other income largely comprises of gains on investments sold or measured at fair value through profit or loss as per
Ind AS-109, that depends on return from Indian stock market which has been volatile for some time. Accordingly, the
bottom line was lower compared to previous year.

5. MANAGEMENT DISCUSSION AND ANALYSIS

a) Industry structure and developments

The Jute Industry faced a major drop in demand for food grain and sugar packaging bags during the year under review.
Many jute mills had to cut operational shifts and working hours, which led to job losses and financial burden across the
sector. The situation started to improve towards the end of the year under review, the effect of which shall be visible in
current year.

The Government raised the minimum support price (MSP) for raw jute from ? 5,335/- per quintal for the 2024-25 season
to ? 5,650/- per quintal for the 2025-26 season. This price hike is aimed to ensure farmers receive a fair return on their
produce. Although the crop for 2024-25 season was lower compared to previous season, availability of raw jute fibre
was at abundance due to carry over stock and lower demand.

The Jute Packaging Materials (Compulsory Use in Packing Commodities) Act, 1987 ("JPM Act") provides for the compulsory
use of jute packaging material in the supply and distribution of certain commodities. Under the provisions of JPM Act, the
Central Government has mandated packaging of 100% foodgrains and 20% sugar in jute bags. The non implementation of
this JPM Act by the Sugar Industry is a cause of concern.

The Government of India has implemented the new price formula for Government orders of Jute sacks, benefits of which are
flowing to the Jute Industry.

b) Opportunities and threats
Opportunities

• Environmental friendly bio-degradable characteristics of jute fibre will prevail over other packing materials like
plastic and synthetic fibers in the long run;

• New biochemical treatments and fiber processing technologies are enhancing Jute's strength, durability and versatility;

• Increase in use of jute shopping bags, floor coverings, jute geo-textile products provides opportunity to boost
demand of jute goods;

• Sustainability and environment issues will prevail.

Threats

• Raw jute crop is highly volatile and depend largely on weather conditions;

• Farmers shifting to cereal crop cultivation for higher returns causing a decline in the overall area under Jute cultivation;

• Shortage of workers for the Jute Industry is a concern;

• International markets remain uncertain.

c) Segment-wise or product-wise performance

The Company is engaged in a single business segment i e. manufacturing and sale of jute goods. Hence, disclosure
requirement as required by IND AS - 108 are not applicable in respect of business segment.

However the geographical segments considered for disclosure are as under-

d) Outlook

Fortune of Jute Industry largely depend on steady demand and optimum utilisation of capacity. Your Company has
adequate capacity and flexibility to cater to the requirement from both domestic and overseas markets. We are looking
forward to Government procurement to help generate demand for jute bags in the domestic market. Meanwhile, we
continue to explore and reach out to overseas markets to offer diversified jute products. The outlook for the current
year appears to be stable.

e) Risks and concerns

The significant areas of risk and concern for the Jute Industry are:

• Area under jute cultivation is gradually shrinking as the farmers are utilising their land for cultivating cereal crops
using modern farming techniques;

• Shortage of skilled Jute mill workers and lack of new generation incumbents in Jute Mills;

• Lack of research, promotion and awareness campaigns for the Jute Industry;

• Growth in the unorganised sector, which is leading to unequal competition. These units are also getting a share of
the Government orders at the cost of organised units like our Company. Major expansion in this sector is underway.

f) Internal control systems and their adequacy

The Board of Directors have designed and implemented various policies and procedures to strengthen the internal
control system to ensure orderly and efficient recording and generation of reliable financial and operational information,
safeguarding of assets from unauthorised use or losses, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records, timely preparation of reliable financial information and ensuring compliance
with corporate policies and applicable laws.

The Company maintains robust internal control systems in accordance with the size and complexity of its operations.
The audit committee evaluates the internal control system periodically. During the year under review, no fraud was
detected by the auditors. Internal audit findings and recommendations were presented to the audit committee and
necessary remedial measures were implemented promptly.

The Company has, in all material respects, an adequate internal financial controls system over financial reporting and
such internal financial controls with reference to financial statements were operating effectively as at 31st March, 2025,
based on the essential components of internal controls over financial reporting criteria established by the Company.

g) Material developments in human resource/industrial relations front, including number of people employed

Industrial relations remained cordial during the year under review. There is shortage of new entrants in the Jute
Industry. Wages are paid as per latest Tripartite Agreement. During the year under review, the Company voluntarily
surrendered the exemption granted to the establishment under Section 17(1)(a) of the Employees' Provident Funds &
Miscellaneous Provisions Act, 1952 and continue to operate as an un-exempted establishment w.e.f. 1st January, 2025.
The Company continues to impart in-house training to new entrants to bring about all-round improvement in their
working knowledge and skills. The Company also continues its various staff welfare schemes. The Company had 3,912
employees on rolls as on 31st March, 2025.

h) Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year)
in key financial ratios, along with detailed explanations thereof

Decrease in other income impacted the EBITA causing the interest coverage ratio to decline compared to previous year.
Lower borrowings has improved the debt-equity ratio. There was no significant change in other key financial ratios.
Please refer to Note 54 to the financial statements for the financial year ended 31st March, 2025 for more details on
Financial Ratios.

i) Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a
detailed explanation thereof

The decrease in other income compared to previous year has impacted the Return on Net Worth.

j) Discussion on financial performance with respect to operational performance

The following are the significant areas of financial performance:

Sluggish domestic demand affected the overall revenue from operations inspite of the improved overseas sales, both
in terms of quantity and realisation, witnessed during the year under review. Interest pay-out was less as compared to
the previous year.

Capex was substantially higher compared to previous year due to capacity addition through installation of shutterless
looms and setting up a 2,274.48 kWp rooftop solar power plant for captive consumption.

Other financial and operational parameters remained stable during the year under review.

k) Cautionary statement

Certain statements made in this report may be forward looking in the form of expectation or assumption of future
events based on the prevailing situation. There remains a possibility that the actual results may differ from those
expressed or implied in the statements depending on the circumstances.

6. SHARE CAPITAL

The Company has one class of issued share i.e. ordinary share of face value of ? 10/- each.

During the year under review, your Company completed Buy-Back of 1,75,000 fully paid up Ordinary Shares of ? 10/- each
(representing 2.91% of the total number of Ordinary Share capital of the Company as at 31st March, 2024 at a Buy Back
price of ? 1,800/- per ordinary share aggregating to ? 3,150.00 (Rupees Thirty One Crores Fifty Lakhs only) from all the
eligible members of the Company holding shares as on the Record Date (Friday, 14th June, 2024), on a proportionate
basis, through the "Tender Offer" route in accordance with the provisions of Section 68 of the Companies Act, 2013 read
with Rules made thereunder and the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018.
The 1,75,000 ordinary shares bought back in dematerialised form were cancelled/extinguished in July, 2024.

The issued, subscribed and fully paid up ordinary share capital of the Company as at 31st March, 2025 stood at ? 584.54
consisting of 58,41,875 fully paid up ordinary shares of ? 10/- each (including ? 0.35 being the amount originally paid up
on 7,000 ordinary shares not fully paid-up and forfeited).

The shares of Cheviot Company Limited are listed on BSE Limited and National Stock Exchange of India Limited.
The Company has paid the Annual Listing Fees for the financial year 2025-26 to the stock exchanges. The shares of
the Company are tradeable in dematerialised form and can be held in electronic form with any depositories under
ISIN: INE974B01016.

During the year under review, the Company has neither issued shares with differential rights as to dividend, voting or
otherwise nor issued shares (including sweat equity shares) to employees of the Company under any scheme.

7. CORPORATE GOVERNANCE

In terms of Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate report on corporate governance together with a certificate from
M/s Rahul Srivastava & Co., a firm of practising company secretaries, confirming compliance thereof is given in Annexure-I
forming part of this report.

8. ANNUAL RETURN

The Annual Return under Section 92 of the Companies Act, 2013 has been placed on the website of the Company and can
be accessed from the web-link: https://www.cheviotgroup.com/investors/.

9. NUMBER OF MEETINGS OF THE BOARD

During the year under review, 4 (four) meetings of the Board of Directors were held on 24th May, 2024, 8th August, 2024,
8th November, 2024 and 13th February, 2025. The maximum gap between two meetings was less than one hundred
and twenty days. The quorum was present at every meeting. Facility to participate in Board Meetings through video
conferencing/other audio-visual means (VC/OAVM) was made available for the directors.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the directors hereby
state to the best of their knowledge and belief that:

(a) in the preparation of the annual accounts, 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 judgements and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at
the end of the financial year and of the profit 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 the Companies Act, 2013 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;

(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; and

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

11. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS

In compliance with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the nomination and remuneration committee had followed
the laid down criteria for identification of persons who are eligible to hold the office of director, key managerial personnel
and senior management of the Company including determination of qualifications, positive attributes and independence
of the person and their remuneration and other matters provided under Section 178 of the Companies Act, 2013. The
nomination and remuneration committee has affirmed that the remuneration paid to directors, key managerial personnel
and senior management are in accordance with the remuneration policy of the Company.

The remuneration policy and criteria for determining qualifications, positive attributes and independence of a director
are available on the website of the Company at https://www.cheviotgroup.com/investors/.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of investments made by the Company have been disclosed in Note 9 and Note 14 to the financial statements
for the financial year ended 31st March, 2025. The Company has not given any loan or guarantee during the year.

13. SECRETARIAL STANDARDS

During the year under review, the Company had complied with the applicable Secretarial Standards viz. SS-1"Secretarial
Standard on Meetings of the Board of Directors"and SS-2 "Secretarial Standard on General Meetings", issued by The
Institute of Company Secretaries of India.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Board of Directors have formulated a policy on materiality of related party transactions and on dealing with related
party transactions which has been disclosed on the website of the Company.

There was no material related party transaction or material modification(s) in related party transactions entered into by
the Company with its promoters, directors, key managerial personnel or other related parties which may have potential
conflict with the interest of the Company at large or which warrants the approval of the members. There was no contract
or arrangement entered during the year under review which is reportable in Form AOC-2 and hence does not form part
of this report.

All transactions, entered into with related parties as defined under the Companies Act, 2013 read with Regulation 23 of
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, during
the year, were placed before the audit committee and the Board of Directors for prior approval or granted omnibus
approval by the audit committee and reviewed on a quarterly basis.

Details of all related party transactions entered into by the Company including disclosure of related party transactions
with any person or entity belonging to the promoter / promoter group or holding 10 per cent or more of the paid-up
ordinary share capital of the Company are provided in Note 51 to the financial statements for the financial year ended
31st March, 2025, in compliance with IND AS-24.

15. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE
DATE OF THIS REPORT

There has been no material change and/or commitment affecting the financial position of the Company between the
end of the financial year and date of this report.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, your Company had spent ? 136.13 on CSR activities, which was higher than 2%
(two percent) of the average net profits of last three financial years computed as per Section 135 read with Section 198
of the Companies Act, 2013. CSR programs were oriented toward various activities to support education and measures
for reducing inequalities faced by socially and economically backward groups. CSR programs were also undertaken to
promote nationally recognised sport and for benefit of armed force dependents.

The annual report on CSR activities, in terms of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules,
2014, is provided in Annexure-II forming part of this report.

The composition of corporate social responsibility committee for the financial year ended 31st March, 2025 is given below:

The composition of CSR Committee, CSR Policy and CSR Projects approved by the Board of Directors are available on the
website of the Company and can be accessed from the web-link: https://www.cheviotgroup.com/investors/.

17. PARTICULARS OF REMUNERATION

Information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure-III forming part
of this report.

The details prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 forms part of this report. However, with regard to the provisions of the second proviso to Section 136(1) of
the Companies Act, 2013 and second proviso to Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Annual Report excluding the said information is being sent to the members of the Company.
The said information is available for inspection and any member interested in obtaining such information may write to
the company secretary and the same will be furnished on request.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 for the financial year ended 31st March 2025, in relation to the conservation of energy; technology absorption;
and foreign exchange earnings and outgo are provided in Annexure-IV forming part of this report.

19. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Board of Directors have formulated a risk management policy for the Company, identifying therein the elements of
risk and concern that may threaten the existence of the Company. The senior management monitors the risk elements,
risk assessment and minimisation procedures on a quarterly basis and updates the audit committee and the Board
of Directors from time to time. The elements of risk and concern are periodically evaluated by the Board of Directors
in a systematic approach to identify any change in risk elements and mitigate or reduce the impact of risk elements.
Discussion on risks and concerns have been made in this report under the head 'Management Discussion and Analysis'.

20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

No company became or ceased to be the Company's subsidiary, joint venture or associate company during the year
under review. The Company does not have any subsidiary, joint venture or associate company as on 31st March, 2025.

21. ANNUAL PERFORMANCE EVALUATION

During the year under review, the Board of Directors carried out internal evaluation of performance of its own, its committees
and individual directors based on criteria for evaluation laid down by the nomination and remuneration committee and
found the performance of the Board as a whole, its committees and individual directors, to be satisfactory. The independent
directors at their separate meetings held on Wednesday, 8th January, 2025 and Tuesday, 4th March, 2025 inter-alia carried out
performance evaluation of the Chairman and Managing Director, other non-independent directors and the Board as a whole.

The evaluation of the Board of Directors was based on criteria such as appropriateness of Board composition
and structure, decisions passed by the Board of Directors, awareness on Industry operations, compliance with
applicable laws, succession planning, strategic planning, implementation of guidelines or strategies decided by the
Board of Directors etc.

The evaluation of the Committees was based on criteria such as composition, functioning, competencies of the members,
frequency of meetings, procedures, monitoring, advisory role, timely reporting to Board of Directors, etc.

The evaluation of individual directors was based on criteria such as preparedness for board meetings, attendance,
judgements, contribution to risk management, adherence to Company's code of conduct and corporate governance,
pro-activeness in highlighting areas of concern, sharing of knowledge and business information, disclosure of interest
and related parties in timely manner etc.

22. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated a Vigil Mechanism/Whistle Blower Policy in terms of Section 177 of the Companies Act,
2013 and the Rules thereunder read with Regulation 22 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and Regulation 9A(6) of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 for directors and employees to report genuine concerns and enable
employees to report instances of leak of unpublished price sensitive information to the Vigilance Officer or the Chairman
of the audit committee. During the year under review, no complaint was reported to the audit committee. The whistle
blower policy is available on the Company's website at https://www.cheviotgroup.com/investors/.

23. PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, a structured digital database is maintained by the Company with adequate internal controls
and trading restrictions are imposed on the designated persons and their immediate relatives in accordance with
the Code of Conduct to regulate, monitor and report trading in securities of the Company. The Code of Practices
and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the Company's website
at https://www.cheviotgroup.com/investors/.

24. COMPOSITION OF AUDIT COMMITTEE

The Board of Directors have constituted the audit committee with three directors as members. All members of the
audit committee are financially literate and Chairperson of the audit committee, is a qualified Chartered Accountant
having accounting and financial management expertise. Two-third of the members of audit committee are
independent directors.

The composition of the audit committee for the financial year ended 31st March, 2025 is given below:

More details on the audit committee are given in the report on corporate governance. The Board of Directors have
accepted all the recommendations of the audit committee during the year under review.

25. INDEPENDENT DIRECTORS

There are four Independent Directors on the Board. Mr. Sutirtha Bhattacharya (DIN: 00423572), aged 67 years,
Mr. Deo Kishan Mohta (DIN: 00060170), aged 72 years and Mr. Siddharth Jhajharia (DIN: 01385496), aged 51 years, joined
the Board as Independent Directors of the Company with effect from 1st April, 2024. Mrs. Rashmi Prashad (DIN 00699317),
aged 64 years, (woman) independent director on the Board was re-appointed for a second term with effect from
1st April, 2024. None of the independent directors had resigned during the year under review.

All the independent directors have declared that they fulfil the criteria of independence laid down in Section 149(6)
of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules,
2014 and Regulations 16(1)(b) and 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. In the opinion of the Board of Directors, there has been no change in the circumstances
which may affect their status as independent directors of the Company and the Board of Directors are satisfied of the
integrity, expertise and experience of all the independent directors on the Board of Directors. All the independent
directors are proficient and have registered themselves on Independent Directors Databank maintained by the Indian
Institute of Corporate Affairs.

26. DIRECTORS

None of the directors on the Board had resigned during the year under review.

Mr. Abhishek Murarka (DIN 00118310), aged 48 years, was appointed as Wholetime Director for a period of 5 (five) years
w.e.f. 25th May 2023, liable to retire by rotation. Mr. Abhishek Murarka retires by rotation at the ensuing annual general
meeting and, being eligible, offers himself for re-appointment. The nomination and remuneration committee has
recommended his re-appointment as Wholetime Director considering his overall contribution and experience, for which
appropriate resolution has been set out at Agenda Item No 3 of the Notice convening the 127th annual general meeting.
The Board recommends passing of the same. Mr. Abhishek Murarka shall continue to hold the office of Wholetime Director
on the terms and conditions as to remuneration and otherwise as approved by the members at the 125th annual general
meeting held on 11th August, 2023 for the unexpired period of his current term, if re-appointed. Mr. Abhishek Murarka is
not disqualified from being appointed as director in terms of Section 164 of the Companies Act, 2013 and has given his
consent to act as director, if re-appointed.

The present term of office of Mr. Harsh Vardhan Kanoria (DIN 00060259), aged 69 years, as Chairman and Managing
Director of the Company, will expire on 31st July, 2025. Mr. Harsh Vardhan Kanoria graduated from St. Xaviers College,
Kolkata. He is an Industrialist having more than 50 years of experience in Jute Industry. He has been long associated with
the Company in his capacity as Chairman and Managing Director. He is a promoter of the Company and held 4,25,621
ordinary shares as at 31st March, 2025. Considering his vast experience and significant contribution to the Company's
overall growth and profitability, the nomination and remuneration committee had recommended his re-appointment
as Chairman and Managing Director for a further period of 5 (five) years with effect from 1st August, 2025, on the terms
and conditions mentioned in the draft agreement to be entered between the Company and him, subject to approval of
the members, for which appropriate resolution has been set out at Agenda Item No 5 of the Notice convening the 127th
annual general meeting. The Board recommends passing of the same. Mr. Harsh Vardhan Kanoria is not disqualified
from being appointed as director in terms of Section 164 of the Companies Act, 2013 and has given his consent to act as
director, if re-appointed.

The information about the directors seeking re-appointment as required under the Companies Act, 2013, Regulation 36(3)
of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
Secretarial Standard on General Meetings have been given in the notice convening the 127th annual general meeting.

27. KEY MANAGERIAL PERSONNEL

During the year under review, all the Key Managerial Personnel continue to hold their offices. There was no appointment
/resignation reported during the year in the offices of Key Managerial Personnel.

28. PUBLIC DEPOSITS

Your Company has not accepted any deposit from the public within the meaning of Section 73 of the Companies Act,
2013 read with Rules framed thereunder. Further, no amount on account of principal or interest on deposits from public
was outstanding as on the date of the balance sheet. There was no deposit held by the Company which were not in
compliance with the requirements of Chapter V of the Companies Act, 2013.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, the Company received an income tax demand of ? 2,234.98 (including interest of
? 444.52) in respect of A.Y. 2016-17. The Company does not envisage any material financial implication as certain
apparent mistakes were observed in the Tax Computation Sheet for which rectification petition and appeal have been
filed before the Income Tax Authorities. Once credit of pre-paid taxes are allowed, demand of A.Y. 2016-17 is likely to
reduce substantially.

No significant and/or material order was passed by the regulators or courts or tribunals which impact the going concern
status and Company's operations in future. Details of contingent liabilities and commitments (to the extent not provided
for) are disclosed in Note 43 to the financial statements for the financial year ended 31st March, 2025.

30. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

The Board of Directors had laid down internal financial controls for preparation of reliable financial statement. The
measures taken for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies,
the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and timely preparation of reliable financial information were found to be adequate and operating
effectively. The audit committee and the auditors periodically improvises the internal financial control system. The
financial records maintained in electronic mode were found to have a proper system for storage, retrieval, display or
printout of the electronic records and remain accessible in India at all times.

31. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has complied with the provisions relating to the constitution of Internal Complaint Committee as required
to be formed under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (the "SHWW Act") and Rules made thereunder. The Company has adopted a policy in line with the provisions
of the SHWW Act and the Rules made thereunder. During the year under review, no complaint of sexual harassment was
received by the Internal Complaint Committee. More details are available in the report on corporate governance.

32. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report on the environmental, social and governance disclosures in terms of
Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, was not applicable to the Company for the year under review, based on market capitalisation as on
the 31st day of March, 2024.

33. CREDIT RATING

No credit rating has been obtained by the Company with respect to its securities. The Company has been assigned
long-term rating of Crisil A /stable and short-term rating of Crisil A1 for bank loan facilities rated by Crisil Ratings
Limited. The rating stood re-affirmed for the year under review.

34. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), the amount of dividend which remains
unpaid or unclaimed for a period of seven years from the date of transfer to the unpaid dividend account shall be
transferred by the Company to the IEPF Authority (IEPF) established by the Government of India. Further, the shares on
which dividend has not been paid or claimed by the members for seven consecutive years or more shall be transferred to
the demat account of the IEPF.

Accordingly, the Company had transferred ? 1.32 lying in the unpaid dividend account for the financial year 2016-17
through Bharat Kosh to the credit of IEPF Authority on 30th October, 2024 and transfer of 29,377 ordinary shares (including
9,071 ordinary shares from unclaimed DEMAT Suspense Account) on which dividend have not been paid or claimed
by the members for seven consecutive years or more, to the DEMAT account of the IEPF Authority were completed by
27th November, 2024.

Further, ? 0.72 lying in the unpaid dividend account for the financial year 2017-18 along with 5,513 ordinary shares on
which dividend have not been paid or claimed by 27 members for seven consecutive years or more will become due for
transfer to the IEPF after completion of seven years in September, 2025.

The DPID/CLID/folio-wise details of unpaid dividend and shares transferred/to be transferred to IEPF Authority are
available on the website of the Company at https://www.cheviotgroup.com/investors/.

35. COST ACCOUNTS AND COST AUDIT

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the
Companies Act, 2013 and accordingly such accounts and records are made and maintained by the Company. The cost
auditor did not report any incidence of fraud during the year under review in terms of Section 143(12) of the Companies
Act, 2013, necessitating disclosure in the Board's Report under Section 134(3)(ca) of the Companies Act, 2013.

Pursuant to Section 148 of the Companies Act, 2013 read with Rules framed thereunder, the Board of Directors, on the
recommendation of the Audit Committee, re-appointed M/s D. Radhakrishnan & Co., Cost Accountants (Registration
No. 000018), as cost auditor for the financial year ending 31st March, 2026 to conduct the audit of the cost accounting
records maintained by the Company. The resolution set out at Agenda Item No. 7 of the Notice convening the
127th annual general meeting seeks members' ratification to the remuneration payable to the cost auditor.
M/s D. Radhakrishnan & Co., have long experience as cost auditors and have been conducting the audit of the cost
records of the Company for the past several years. M/s D. Radhakrishnan & Co. have confirmed that they are eligible and
given their consent to perform the duties of cost auditor, if re-appointed.

The Cost Audit Report of the Company for the financial year ended 31st March, 2024 was filed with the ROC in XBRL mode
on 27th September, 2024.

36. SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE REPORT

The secretarial audit report for the financial year ended 31st March, 2025, issued by M/s MR & Associates in Form MR-3,
is attached to this report as Annexure V. The secretarial auditor did not report any incidence of fraud during the year
under review in terms of Section 143(12) of the Companies Act, 2013, necessitating disclosure in the Board's Report under
Section 134(3)(ca) of the Companies Act, 2013.

During the year under review, the Company received a Cautionary Letter dated 21st November, 2024 from the Stock
Exchange(s) for delay in submission of outcome of Board Meeting held on 30th January, 2024, which was already
reported by the secretarial auditor and commented on in the previous year Board report. The secretarial audit report for
the financial year ended 31st March, 2025 does not contain any qualification, reservation or adverse remarks.

Further, the Annual Secretarial Compliance Report of the Company for the year ended 31st March, 2025 received from the
secretarial auditor has been filed with the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited
on 13th May, 2025.

The Board of Directors, on the recommendation of the audit committee, have recomended the appointment of
M/s MR & Associates, a peer-reviewed firm of practising company secretaries (Firm registration number: P2003WB008000)
as Secretarial Auditor of the Company for a term of 5 (five) consecutive financial years commencing from 1st April, 2025 to
31st March, 2030, for approval of the members at the ensuing annual general meeting, for which appropriate resolution
has been set out in Agenda Item No. 4 of the Notice convening the 127th annual general meeting of the Company.
M/s MR & Associates have confirmed that their firm did not incur any disqualification and are eligible to be appointed as
the Secretarial Auditor of the Company in accordance with the provisions of Section 204 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The disclosure as required under Regulation 36(5) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 have been given in the statement forming part of the Notice convening the
127th annual general meeting of the Company.

37. STATUTORY AUDITORS

M/s Singhi & Co., Chartered Accountants (Firm Registration No. 302049E), was re-appointed as statutory auditors
of the Company for the second term of 5 (five) consecutive years at the 124th annual general meeting held on
12th August, 2022, to hold office till the conclusion of the 129th annual general meeting to be held in the
calendar year 2027.

There was no qualification, reservation or adverse remark in the Independent Auditors' Report for the financial
year ended 31st March, 2025. The statutory auditors did not report any incidence of fraud during the year under
review in terms of Section 143(12) of the Companies Act, 2013, necessitating disclosure in the Board's Report under
Section 134(3)(ca) of the Companies Act, 2013.

38. INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was made or proceeding was initiated against the Company under the Insolvency and Bankruptcy Code,
2016, during the year under review.

39. VARIATION IN VALUATION

During the year under review, there was no instance of one-time settlement with any Bank or Financial Institution,
necessitating any valuation.

40. ACKNOWLEDGEMENTS

Your directors take this opportunity to convey their sincere gratitude for the co-operation and support received from
bank/financial institution, regulators, customers and vendors during the year under review. The directors place on record
their appreciation for the hard work and committed services rendered by the employees of the Company.

For and on behalf of the Board
Harsh Vardhan Kanoria

Chairman and Managing Director,
Chief Executive Officer

Kolkata, 26th May, 2025 ^{(DIN: 00060259)}

1

Revenue outside India includes USA ? 6,658.06 (P.Y. ? 4,404.80).

2

Non-current assets other than financial instruments include property, plant and equipment, capital work-in¬
progress, right of use assets, investment property, other intangible assets, intangible assets under development,
non-current tax assets (net) and other non-current assets.