Share Wealth

Year End :2024-03

The Directors are pleased to present their 28^th Directors' Report on the affairs of the Company together with the Audited Financial Statements for the Financial Year ended on 31^st March, 2024.

FINANCIAL HIGHLIGHTS

The summarized financial highlights for the year vis-a-vis the previous year are as follows:		(Rs. in Lakhs)
Particulars	31.03.2024	31.03.2023
Revenue from Operations	68,436.32	79,687.14
Other Income	444.86	443.74
Total Revenue	68,881.18	80,130.88
Operating Expenses	62,214.51	76,568.06
EBITDA	6,666.67	3,562.82
Finance Cost	139.03	353.24
Depreciation	469.16	416.35
Profit/ (Loss) before Exceptional Items and Tax	6,058.48	2,793.24
Exceptional Items	0	0.00
Profit/ (Loss) before Tax	6,058.48	2,793.24
Tax Expenses
(a) Current and Earlier year Taxes	1,556.33	716.00
(b) Deferred Tax	(26.54)	(2.58)
Profit/ (Loss) after Tax	4,528.69	2,079.82
Profit/(Loss) from discontinued operations	0.00	0.00
Tax expenses on discontinued operations	0.00	0.00

OPERATIONAL PERFORMANCE

During the Financial Year ended on 31^st March, 2024, your Company achieved an operational turnover of H68436.32 Lakhs as compared to H79,687.14 Lakhs in the previous Financial Year, and the Profit after Tax is H4,528.69 Lakhs as compared to Profit after Tax H2,079.82 Lakhs in the previous Financial Year.

DIVIDEND

Your directors were pleased to recommend a dividend @ 30% (H0.30 per equity shares of H1/- each on 5,01,03,520 Equity Shares) for the Financial Year 2023-24 aggregating to H150.31 Lakhs (Previous year @ 25% [H0.25 per equity shares of H1/-each on 5,01,03,520 Equity Shares aggregating to H125.26 Lakhs]) payable to those Shareholders whose names appear in the Register of Members as on the Book Closure/Record Date.

CHANGE IN CONTROL AND NATURE OF BUSINESS

There is no change in control and nature of business activities during the period under review.

BUSINESS TRANSFER

There is no transfer of business during the period under review.

TRANSFER TO RESERVES

During the year, the Company has transferred H500.00 Lakhs (Previous year H200.00 Lakhs) to the general reserves, other than that no amount has been transferred to any other reserve.

SHARE CAPITAL & LISTING OF SHARES

The paid-up Equity Share Capital as on 31^st March 2024 was H501.04 Lakhs divided into 5,01,03,520 equity shares of H1/- each. There is no change in Equity Share Capital of the Company during the year, the shares of the Company are listed and regularly traded at the trading platform of BSE Ltd. and National Stock Exchange of India Ltd.

DEPOSITS

Your Company has not accepted deposit from the public falling within the ambit of section 73 of the Companies Act,

2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unpaid or unclaimed deposits as on 31s tMarch,2024. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

S. No.	Particulars	Amt in H
1.	Details of Deposits accepted during the year	Nil
2.	Deposits remaining unpaid or unclaimed at the end of the year	Nil
3.	Default in repayment of deposits At the beginning of the year Maximum during the year At the end of the year	N.A.
4.	Deposits not in compliance with law	N.A.
5.	NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed	N.A.

Directors' Databank.

Your Board would like to inform that, the second term of Mr. Rakesh Kalra (DIN:00780354) and Mr. Manoj Fadnis (DIN:01087055) the Independent Director(s) has been completed from the closure of the business hours of the 31^st March, 2024.

Pursuant to the provision of section 149(10) of the Companies Act, 2013 on recommendation of the Nomination and Remuneration Committee and the Board, Mr. Chandrasekharan Bhaskar (DIN:00003343), has appointed as an Independent Director for a second term of 5(five) consecutive years w.e.f. 16^th May, 2024 to 15^th May, 2029 on the Board of the Company by passing of necessary special resolution at 27^th Annual General Meeting convened on 28^th August, 2023.

Your Board would like to confirm that Mr. Chandrasekharan Bhaskar, (DIN:00003343) is a person of integrity, having expertise and experience to appoint as an Independent Director.

Mrs. Dr. Tulsi Jayakumar (DIN 09562207) and Mr. Hitendra Mehta (DIN 01935959) were also appointed as additional directors in category of the Independent director by the Board on 28^th March, 2024 for 3 (Three) and 5 (Five) years respectively w.e.f. 1^st April, 2024 subject to confirmation by shareholders in next general meeting or within three months from the date of appointment, whichever is earlier.

Mr. Ashutosh Khajuria (DIN: 05154975) and Mr. Dilip Roopsingh Gaur (DIN: 02071393) were appointed as additional directors in category of the independent director by the Board w.e.f. 3^rd May, 2024 for 5 (five) years, subject to confirmation by shareholders in next general meeting or within three months from the date of appointment, whichever is earlier.

Mr. Hitendra Mehta (DIN 01935959), due to paucity of time, therefore, was not in position to contribute to the Company as such, hence has resigned w.e.f. 3^rd May, 2024. Since Mr. Mehta has already resigned before the end of 3 months as well as the 28^th Annual General Meeting, therefore, there is no requirement as such to seek confirmation of members at the general meeting.

Your Board of directors recommends passing necessary special resolutions to confirm appointing them as Independent Director(s) at ensuing 28^th Annual General Meeting as set out in the Notice of AGM. Other than that no other Independent Director has been appointed during the year. A Statement regarding the opinion of the Board with regard to integrity, expertise and experience including the proficiency of the Independent Directors appointed.

1. Mr. Chandrasekharan Bhaskar is a B.Tech. (Chem.), MIMA, PGDM (IIM-Cal). He is also Elected Fellow of the Indian Plastics Institute. He has overall experience of over 43 years in consulting and in Industry including

5 years with Tata Sons Limited/Tata Economic Consultancy service and 38 years with Xpro India Limited. He has expertise in the areas of Corporate and Business Planning, Market research, Asset Revaluation, Diversification/Disinvestment, Marketing, operations and factory management and as divisional/ Business head. He is also involved in Industry Associations (including in the past as Vice President of the All India Plastics Manufacturers Association, and presently as Chairman/ member of Committees of the Plastindia Foundation and as Member of the Executive Committee & Immediate Past President of Organization of Plastics Processors of India).

2. Mrs. Dr. Tulsi Jayakumar is having a rich academic experience of 31 years and is Professor of Finance & Economics and Executive Director, Centre for Family Business & Entrepreneurship at Bhavan's S.P. Jain Institute of Management & Research (SPJIMR), Mumbai. She has Co-authored a book on Financial Markets and Institutions, published by Pearson. She has two books, co-authored with Mr. R. Gopalakrishnan, ex-director, Tata Sons. Another book: "Inside the Boardroom: How behaviour trumps rationality" co-authored with Mr. R. Gopalakrishnan is released on 5^th September 2023. Dr. Jayakumar is a member of several Indian industrial bodies and associations, including FICCI, CII and IMC.

3. Mr. Dilip Roopsingh Gaur has been a part of the Aditya Birla Group for the last 17 years after spending 24 years at Unilever India in Foods, Home & Personal Care and Specialty Chemicals Business and was a member of the Foods Management Committee. Mr. Gaur is on the Board of Governors of BITS - (Birla Institute of Technology and Science) and is the Governing Council Member of BITSoM (BITS School of Management). He has spent a significant part of his professional career in Managing Transformational changes and turning around fledgling businesses across geographies. He is passionate about sustainability & climate control issues and has been personally championing this in his business & Industry at large. Mr. Gaur is also the Former Chairman of Confederation of Indian Industry (CII)'s National Committee on Textiles & Apparel, a member of ASEAN-India Business Council, Indonesia-India CEO's forum and Indo-Japan CEOs forum.

4. Shri Ashutosh Khajuria is thought leader in Banking, Finance, and Risk with 43 years of experience in various executive roles in the banking sector. Proven abilities in the areas of Treasury, Trade finance, Credit underwriting, monitoring and collections, and Risk management. Past assignments as Chief Financial Officer, Chief Credit Officer and Head of Environmental, Social & Corporate Governance (ESG) of Federal Bank Ltd. have further added to the sphere of specialised skill sets. A strategic leader

with a proven track record of delivering transformational benefits through process centralization and automation. Recognized for strong regulatory engagement and industry representation.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel's (KMPs) of the Company during the period under review:

i. Mr. Shiv Singh Mehta (DIN 00023523), Chairman and Managing Director,

ii. Mr. Saurabh Singh Mehta (DIN 00023591), Whole-time Director,

iii. Mr. Nitin Chhariya, Chief Financial Officer

iv. Mr. Raj Kumar Bhawsar, Company Secretary and Compliance Officer.

There is no change in the KMP's of the Company during the period under review.

BOARD EVALUATION

The Board of Directors of the Company is committed to getting its performance evaluated in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee (NRC) has established the process for evaluation of performance of Directors including Independent Directors, the Board and its Committees. The evaluation of the performance of Executive Directors is done by Independent Directors.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria and process for performance evaluation of the Non-Executive Directors and Executive Directors to judge the knowledge to perform the role, time and level of participation, performance of duties, professional conduct, independence etc. The appointment/ re-appointment/ continuation of Directors on the Board shall be based on the outcome of the evaluation process.

During the year under review as per the policy for the performance evaluation, formal evaluation of performance of Directors including Independent Directors, the Board and its Committees was made by the Independent Directors and the NRC in their respective meetings and the evaluation result was placed before the Board for its information and consideration.

MEETINGS

During the year total Five (5) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013/SEBI (LODR) Regulations, 2015.

NOMINATION & REMUNERATION POLICY

The Company has a policy for selection and appointment

of Directors, KMP's and Senior Management Personnel and for determination of their remuneration. The salient features of the Nomination & Remuneration Policy is stated in the Corporate Governance Report. The Nomination & Remuneration Policy is duly approved by the Board has been posted on the Company's website http://kritinutrients.com/

COMMITTEES OF THE BOARD:

In accordance with the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board has the following Four (4) committees:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Stakeholders' Relationship Committee

iv) Corporate Social Responsibility Committee

Apart from the aforesaid committees, the Company has also constituted Investment and Finance Committee and Internal Complain Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act, 2013. A detailed note on the Committees is provided in the Corporate Governance Report.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY

During the period under review, the Company did not have any Subsidiary, Associate Company, or Joint Venture. Therefore, disclosure in the Statement pursuant to section 129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014 in Form AOC-I is not applicable to the company. However, your company is a subsidiary of Sakam Trading Private Limited which holds about 61.72% of the total paid-up capital of the company.

RELATED PARTY TRANSACTIONS

During the period under review, all related party transactions were entered on an arm's length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, KMPs or other designated persons which may have a potential conflict with the interest of the Company at large. Since, there is no material related party transactions in the company. Therefore, the company is not required to annex Form AOC-2 with this report.

Separate disclosure as per regulation 34(3) of SEBI (LODR) Regulations, 2015 is made in the report. The policy on Related Party Transactions duly approved by the Board on the recommendation of the Audit Committee has been posted on the Company's website http://kritinutrients.com/.

Your Company has passed an Ordinary Resolution at 27^th AGM held on 28thAugust, 2023 under Regulation 23 of the SEBI (LODR) Regulations, 2015 read with section 188 of the Companies Act, 2013 for entering into transactions for transfer of resources etc. with the related Parties.

Pursuant to SEBI Master Circular SEBI/HO/CFD/POD2CMD1/ CIR/P/20213/662120 dated 1 1/07/2023, Your board is proposing to pass an Ordinary Resolution in the ensuing 28^th Annual General Meeting for material related party transaction related to transfer of resources with the Related Party.

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on CSR activities is attached as "Annexure A" and forms a part of this Report. The salient features of CSR policy are stated in the aforesaid Report on CSR activities. The policy on CSR duly approved by the Board has been posted on the Company's website http://kritinutrients.com/.

DISCLOSURE FOR PARTICULARS OF EMPLOYEES

The information required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201 4 as amended in respect of employees of the Company forming part of Directors' Report is given in "Annexure B" to this Report. A statement of top-10 employees in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended may be obtained by request to the Company Secretary of the Company at [email protected].

As per the requirement of the Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company is required to make disclosure in the form of a statement relating to employee drawing remuneration in excess of H8.50 Lakhs p.m. or H102.00 Lakhs p.a. detailed as below:

Name & Designation of Employee	Mr. Saurabh Singh Mehta Whole-time Director	Mr. Shiv Singh Mehta Chairman & Managing Director
Remuneration Received	H317.77 Lakhs	H244.57 Lakhs
Nature of employment	Contractual	Contractual
Qualification & Experience of the Employee	B.E., MBA	B.E., MBA
Date of commencement of employment	26/12/2009	04.09.2015
Age	43 years	70 years
Past Employment Details	N.A.	N.A.
% of the Equity shares held by the Employee in the Company	30,440 equity shares of H1/-each (0.06%)	20,40,312 equity shares of H1/- each (4.07%)
Name of Director or Manager of the Company, relative of such Employee	Mr. Shiv Singh Mehta and Mrs. Purnima Mehta	Mrs. Purnima Mehta and Mr. Saurabh Singh Mehta

None of the employees received remuneration in excess of that drawn by the Managing Director or Whole-time director. Except Shri Saurabh Singh Mehta, as he is drawing remuneration more than that drawn by Shri Shiv Singh Mehta, Chairman and Managing Director of the Company.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as "Annexure C" and forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of the Loans, Guarantees and Investment are given in the notes to the Financial Statements. Hence no further disclosure is being given here to avoid repetition.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 along with the requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of the Corporate Governance is appended and forms a part of this report alongwith the certificate of Disqualification of Directors received from Practicing Company Secretary as the Annexure 1 and 2 of the Corporate Governance Report.

RISK MANAGEMENT

The Company has a well-defined process to ensure the risks are identified and mitigation steps are put in place. The Company's Risk Management process focuses on ensuring that these risks are identified on a timely basis and reasonably addressed. The Audit Committee oversees financial risks and controls. Major risks are identified by the businesses and functions and these are systematically addressed through mitigating actions on a continuing basis.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for -

A. adequate safeguards against victimization of persons who use the Vigil Mechanism; and

B. direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

Details of the Vigil Mechanism Policy are made available on the Company's website http://kritinutrients.com/ and have also been provided as "Annexure D" of part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: -

a) that in the preparation of the annual financial statements for the year ended 31stMarch, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that the Directors have selected such accounting policies and applied them consistently and have made judgment 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 ended 31stMarch, 2024 and of the profit of the Company for that period;

c) that 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) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

INTERNAL CONTROL AND THEIR ADEQUACY

The Board of Directors of the Company is responsible for ensuring that Internal Financial Controls have been established in the Company and that such controls are adequate and operating effectively. The Company has laid down certain guidelines and processes which enables implementation of appropriate internal financial controls across the organization. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information.

The Statutory Auditors in their audit report have opined that these controls are operating effectively. The Audit team develops an audit plan based on the risk profile of the business activities. The annual internal audit plan is approved by the Audit Committee, which also reviews compliance with the plan. The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, their compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action(s) in their

respective area(s) and thereby strengthen the controls. Significant audit observations and corrective action(s) thereon are presented to the Audit Committee.

The Audit Committee reviews the reports submitted by the Internal Auditors.

The Board has implemented systems to ensure compliance with all applicable laws. These systems were effective and operative. At every quarterly interval, the Managing Director and the Company Secretary place before the Board a certificate certifying compliance of laws and regulations as applicable to the business and operations of the Company after obtaining confirmation from all business unit and functional heads responsible for compliance of such applicable laws and regulations.

During the Financial Year, no frauds were reported by auditors in terms of section 143(12) of the Companies Act, 2013.

ANNUAL RETURN

The Annual Return in Form MGT-7 of the Company as at March 31, 2024 is available on the Company's website and can be accessed at https://kritinutrients.com/annual-return

AUDITORS AND THEIR REPORT

The shareholders at their 25thAnnual General Meeting (AGM) held on 7thAugust, 2021 upon the recommendation of Audit Committee and Board of Directors of the company had appointed of M/s M Mehta & Co, Chartered Accountants (FRN: 000957C), Indore as Statutory Auditors to hold office for a term of 5 (five) consecutive years from the conclusion of 25^th AGM till the conclusion of 30^th AGM to be held in the year 2026 on such remuneration as may be mutually decided by the Auditors and Board of Directors of the company as per the provisions of section 139 of the Companies Act, 2013. As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors Report and the Notes on financial statement for the year 2023-24 referred to in the Auditor's Report are selfexplanatory and do not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.

COST AUDITOR

Your company is maintaining the cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013, is required to be maintained by the Company and accordingly such accounts and records are made and maintained. In pursuance of Section 148 of the Companies Act, 2013, your Directors appointed Mr. S.P.S. Dangi, Cost Accountant, (FRN 100004) Indore to conduct the Audit of the Cost Accounting records for the financial year 2023-24.

Due to health reason Mr. S.P.S. Dangi, Cost Accountant has expressed his inability to seek his re-appointment as the cost auditor after completion of his assignment for the year 202324.

Therefore, on the recommendation of the Audit Committee, the Board at its meeting held on 3^rd May, 2024 has appointed M/s Dhananjay V. Joshi & Associates, Cost Accountants (FRN: 000030) as the Cost Auditors to conduct the Audit of the Cost Accounting records for the financial year 2024-25. As required under section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is to be ratified by the shareholders. Therefore, the Board of Directors recommend the remuneration payable to M/s Dhananjay V. Joshi & Associates, Cost Auditors for the financial year 2024-25 for the ratification by the Members in the ensuing 28^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 Board had appointed M/s Ajit Jain & Co., Company Secretaries, Indore to conduct Secretarial Audit for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended 31^st March 2024 in Form MR-3 is attached as "Annexure E" and forms part of this Report. The report of the Secretarial Auditor does not contain any qualification, reservation or adverse remark, therefore, do not call for any comments. Further, the Board of Directors of the Company on the recommendation of the Audit Committee, at its meeting held on 3rdMay, 2024 has re-appointed M/s. Ajit Jain & Co., Company Secretaries (M. No. F3933/C.P. No. 2876) to conduct Secretarial Audit for the financial year 2024-25.

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

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") notified by the Ministry of Corporate Affairs, the unclaimed and unpaid dividends amount for the year 2016-17 is required to be transferred to IEPF within the due date as specified in the Notice of the AGM and shares of the respective shareholders on which no dividend is claimed for a consecutive 7 (Seven) years will also be transferred to IEPF Authority as per the requirement of the IEPF rules. The details related to dividend remains unpaid-unclaimed in the Company have been given in the Corporate

Governance Report attached with the annual report of the Company. The details of the nodal officer appointed by the company under the provisions of IEPF is available on the Company's website at http://kritinutrients.com/

An amount of H2,33,457/- in respect of unpaid/unclaimed dividend declared for the FY 2015-2016 was transferred to the Investor Education and Protection Fund Authority as well as 21,682 equity shares of face value of H1 each, in respect of divided remained unpaid/unclaimed for a consecutive 7 (Seven) years in relation to dividend declared for FY 20152016, was also transferred and credited to the IEPF Authority by the Company during the year ended 31^st March, 2024.

The investors may claim their unpaid dividend and the shares from the IEPF Authority by applying in the Form IEPF-5 and complying with the requirements as prescribed.

SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no complaints received during the year:

PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND E-VOTING AT THE AGM:

Your Company is providing E-voting facility as required under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing 28^th AGM will be conducted through Video Conferencing/OAVM and no physical meeting will be held and your company has made necessary arrangements with CDSL to provide facility for e-voting at AGM including remote e-voting. The details regarding e-voting facility is being given with the notice of the Meeting.

GENERAL

Your Directors state that during the year under review:

a) The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

b) Neither the M ana ging Director nor the Whole-ti me

Directors receive any remuneration or commission from its subsidiary.

c) The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

d) Your Company has not declared and approved any Corporate Action viz buy back of securities, issuance of bonus shares, right shares of issuance of securities on preferential basis, mergers and de-mergers, split and issue of any securities and has not failed to implement or complete the Corporate Action within prescribed timelines. However, the company has declared and paid dividend during the period under review in compliance with the applicable laws of the Companies Act, 2013;

e) There were no revisions in the Financial Statement and Board's Report;

f) There have been no material changes and commitments affecting the financial position of the Company which have occurred between financial year ended on 31stMarch, 2024, to which the financial statements relate and the date of this report.

g) The company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review;

h) There is no requirement to conduct the valuation by the bank and Valuation done at the time of one-time Settlement during the period under review.

i) There are no voting rights exercise by any employee of the Company pursuant to the section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

ACKNOWLEDGEMENT

Your directors place on record, their sincere appreciation and gratitude for all the cooperation extended by Government Agencies, Bankers, Financial Institutions, Business Associates and Shareholders. The Directors also record their appreciation for the dedicated services rendered by all the Executive Staff and Workers of the Company at all levels in all units and for their valuable contribution to the working of the Company.