Bhartiya International Ltd

Your Directors' are pleased to present the Thirty Seventh Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year ended 31^st March, 2024 ("year under review").

FINANCIAL RESULTS

The consolidated and standalone financial results of the Company for the financial year ended 31^st March, 2024 are as follows:

(Rs. in Lakhs)

PERFORMANCE REVIEW

On Consolidated basis, during the year under review, the Company achieved a turnover of Rs. 77752.21 Lakhs. The Net Profit/(loss) after taxes, minority interest and share of profit/(loss) of associates was reported at Rs. 19.77 Lakhs as against loss of Rs. 6257.63 Lakhs in the previous year.

On Standalone basis, during the year under review, the Company achieved a turnover of Rs. 66094.66 Lakhs. The Net Profit after taxes was reported at Rs. 1758.60 Lakhs as compared to Rs. 1617.26 Lakhs in the previous year.

SHARE CAPITAL

During the year under review, the following changes had taken place in the Paid-up Equity Share Capital of the Company:

On 14^th June, 2024, Company has allotted 12,01,000 Fully Convertible Warrants {'Warrants') each carrying a right to subscribe to one Equity Share per Warrant, for cash at an issue price of Rs. 430/- (Rupees Four Hundred and Thirty only) per warrant by way of preferential allotment to M/s. Urbanac Projects Private Limited, which is a promoter group company.

DIVIDEND

In order to conserve the resources of the Company by taking into account the prevailing economic situation and the need of resources for growth, the Board of Directors of the Company thought it was prudent not to recommend any dividend on the Equity Shares of the Company for the Financial Year ended 31^st March, 2024.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement for adopting the Policy for dividend distribution is not applicable to the Company during Financial Year 2023-24.

Bhartiya Global Marketing Limited

It is a Global Marketing Company engaged in the export of textile and leather garments. The net loss was reported at Rs. 10.65 lakhs during the financial year 2023-24.

J&J Leather Enterprises Limited

This Company is a tannery to support our leather garments and accessories business through conversion of wet blue leather into finished leather. The total revenues of the Company stood Rs. 1832.12 lakhs and the net loss as Rs. 15.83 lakhs during the financial year 2023-24.

Bhartiya International SEZ Limited

The Company is incorporated to develop sector specific Special Economic Zone (SEZ) of Leather & Leather Products. It is a joint venture between Bhartiya International Limited and Andhra Pradesh Industrial Infrastructure Corporation. The total revenues of the Company reported Rs. 55.77 lakhs and the net loss as Rs. 22.77 lakhs during the financial year 2023-24.

Bhartiya Fashion Retail Limited

The Company incurred a loss of Rs. 2.29 lakhs for the financial year 2023-24.

Bhartiya Urban Infrastructure Limited

The Company incurred a loss of Rs. 0.30 lakhs for the financial year 2023-24.

Overseas Subsidiaries Ultima S.A. Switzerland

The Company is engaged in marketing and selling outwear including leather garments, accessories and textile products in Europe. The total revenues of the Company reported as CHF 81,52,249.79 and the net loss as CHF 7,99,158.41 during the financial year 2023-24.

World Fashion Trade Limited, Mauritius

The Company registered income of HK$ 1,56,206 and net profit of HK$ 13,318 for the period ended 31st March, 2024.

Ultima Italia SRL, Italy

This company markets all fashion products including fur and leather garments in Italian market. The total revenues of the Company reported as Euro 30,96,594 and the net profit as Euro 2,470 during the financial year 2023-24.

Design Industry Limited, Hongkong

This company is engaged in sourcing of outerwear (including leather, PU Garments, fashion accessories) and textile product from China and India for marketing and selling in Europe. The total revenues of the Company reported as HK$ 89,347,573 and the net profit as HK$10,132,389 during the reported period.

Design Industry China Limited, China

Design Industry China Limited is a wholly owned subsidiary of Ultima S.A. This company is engaged in marketing and selling of outerwear (including leather, PU Garments, fashion accessories) from China for marketing and selling in China. The total revenue of the Company reported as RMB Yuan 41,73,596.57 and the net loss as RMB Yuan 2,77,649.69 during the financial year.

New Subsidiary /Associate Company Incorporated / Dissolved during the year

No new Subsidiary or Associate Company was incorporated acquired during the year under review. Also, no subsidiary/ or Associate Company was dissolved during the year under review.

FINANCIAL STATEMENTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31^st March, 2024 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash hows for the year ended 31^st March, 2024.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 and forms an integral part Annual Report for the Financial Year 2023-24.

EMPLOYEES STOCK OPTION PLAN

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees' Stock Option Scheme of the Company in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ('the SEBI Guidelines') read with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as amended from time to time.

The Company has received a certificate from the Secretarial Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders. The certificate would be placed at the Annual General Meeting for inspection by members.

Statement Pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 as at 31^st March, 2024, are set out in Annexure-'A' to this Report.

During the year ended review, the Company had allotted 2282 Equity shares of face value of Rs,10/-each under Employee StockOption Plan,2013.

Pursuant to Shareholders' resolution dated 23^rd September, 2013, Board instituted an Employee Stock Option Plan ('ESOP 2013') in the year 2013 for which last vesting for the options completed/expired on 31st December, 2023. Options which were not exercised by the employees lapsed and Scheme is completed and no longer remain in force.

Retirement by rotation and subsequent re-appointment

In terms of applicable provisions of the Companies Act, 2013 ("Act") and the Articles of Association of the Company, Mr. Robert Burton Moore Jr. (DIN: 08108097), Director of the Company retires by rotation at the ensuing annual general meeting and is eligible for appointment. Mr. Moore (Non-Executive Director) is also attaining the age of 75 with effect from 18th September, 2025 thereby consent of members by way of special resolution is also being sought at ensuing AGM for continuation of directorship of Mr. Moore, beyond the age of 75 years in terms of SEBI Regulations.

Re-appointment of Independent Director for second consecutive term

Ms. Sannovanda Swathi Machaiah was appointed as an Independent Director at the 33rd Annual General Meeting of the Company held on 29th September, 2020, for a period of 5 years, effective from 1st April, 2020. Being eligible in terms of the Act and the SEBI LODR Regulations, the Board on the recommendation of the Nomination and Remuneration Committee has approved, re-appointment of Ms. Swathi for another period of five (5) years, subject to passing of special resolution by the members at the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed in the Act and the SEBI LODR Regulations.

In the opinion of the Board, the Independent Directors of the Company are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields. They fulfil the conditions specified in the Act, rules made thereunder and SEBI LODR Regulations and are independent of the management.

None of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other statutory authority.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained, your Directors make the following statement in terms of Section 134{3){c) of the Companies Act, 2013:

a) that in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) that the directors had 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 as at 31^st March, 2024 and of the profit of the company for the year ended on that date;

c) that the directors had 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) that the annual accounts have been prepared on a going concern basis; and

e) that 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) that 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.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2023-24, four Board Meetings of the Company were held. The details of the Meetings of the Board held during the financial year 2023-24 forms part of the Corporate Governance Report.

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors. This policy also lays down the criteria for selection and appointment of Board members. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Directors and criteria for appointment of Key Managerial Personnel/Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates.

BOARD EVALUATION

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its committees on the evaluation criteria defined by Nomination and Remuneration Committee for performance evaluation process of the Board, its Committees and Directors.

The Board's functioning was evaluated on various aspects, including inter-alia the structure of the Board, meeting of the Board, functions of the Board, degree of fulfilment of key responsibilities, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of Meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/Committee Meetings.

The performance assessment of Non-Independent Directors and the Whole-Time Director, Board as a whole and the Chairman were evaluated in separate meetings of Independent Directors held on 15^th March, 2024 without the presence of Non- Independent Directors and members of the management.

The same was also discussed in the meetings of the 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 Board of Directors expressed their satisfaction with the evaluation process.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The details of the training and familiarisation program are provided in the Corporate Governance Report and is also available on the website of the Company at https://bhartiyafashion.com/download/FAMILIARISATION- PROGRAMME-FOR-INDEPENDENT-DIRECTORS-2023-2Q24.pdf.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended is provided in a separate section and forms an integral part of this Report.

STATUTORY AUDIT

At the Annual General Meeting (AGM) held on 29^th September, 2022, M/s. Sushil Poddar & Co., Chartered Accountants (Firm Registration No. 014969N) appointed as the Statutory Auditors of the Company for an initial term of 5 years. The Ministry of Corporate Affairs vide notification No. S.O. 1833(E) dated 7^th May, 2018, has done away with the requirement of seeking ratification of members for appointment of auditors at every Annual General Meeting. Accordingly, no resolution is being proposed for ratification of appointment of Statutory Auditors at the 37^th Annual General Meeting.

The Report given by M/s. Sushil Poddar & Co., Chartered Accountants, Statutory Auditors on the financial statement of the Company for the year 2023-24 forms part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

During the year under review, the Auditors did not report any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company had appointed Mr. Ravi Sharma., Practicing Company Secretary, FCS NO. 4468, C. P. NO. 3666 from M/s. RSM & Co. to undertake the Secretarial Audit of the Company for the year ended 31^st March, 2024. The Secretarial Audit Report is annexed as Annexure 'B' and forms an integral part of this Report. There is no secretarial audit qualification for the year under review.

Pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8^th February, 2019, the Annual Secretarial Compliance Report of the Company for the period ending 31^st March, 2024, was submitted to the stock exchanges and is uploaded on the website of the Company i.e. www.bhartiya.com.

COMMITTEES

The Board of Directors has the following mandatory Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

The details of the composition of Committees, terms of reference and numbers of Meetings held during the financial year 2023- 24 is provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the company has undertaken projects in education and rural development projects. These projects are in accordance with Schedule VII of the Act and the Company's CSR policy.

The Report on CSR activities as required under the Companies (CSR Policy) Rules, 2014 along with the brief outline and contents of the CSR policy are annexed as Annexure 'C' and forms an integral part of this Report. The Policy has been uploaded on Company's website at www.bhartiya.com.

CORPORATE GOVERNANCE

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Secretarial Auditors confirming compliance forms an integral part of this Report.

BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Reporting as required under Regulation 34{2){f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges is not applicable to your Company for the financial year ending 31^st March, 2024.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return for the Financial Year 2023-24, has been hosted on the Company's website www.bhartiya.com and weblink for the same is https://bhartiyafashion.com/download/ANNUAL-RETURN-2024.pdf.

RELATED PARTY TRANSACTIONS

All transactions entered with related parties for the year under review were on an arm's length basis and in ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in the form AOC-2 is not required. There were no material Related Party Transactions (RPTs) undertaken by the Company during the year that require shareholders' approval under Regulation 23 (4) of SEBI Regulations or Section 188 of the Act. All related party transactions are mentioned in the Notes to the Financial Statements.

All transactions with related parties were reviewed and approved by the Audit Committee and were in accordance with the Policy on dealing with and materiality of related party transactions. There are no materially significant related party transactions that may have potential conflict with the interest of the Company. All contracts/arrangements/transactions entered into by the Company during the year under review with related parties were in the ordinary course of business and on arm's length basis in terms of provisions of the Act. Further, there are no contracts or arrangements entered into under Section 188(1) of the Act, hence no justification has been separately provided in that regard.

Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature with Related Parties. A statement giving details of all the related party transactions is placed before the Audit Committee and Board for review and approval on a quarterly basis.

The details of RPTs during financial year 2023-24, including transactions with person or entity belonging to promoter/ promoter group which holds 10% or more shareholding in the company are provided in accompanying financial statements.

The SEBI vide amendments to the Listing Regulations had introduced substantial changes in the related party transaction framework, inter alia, by enhancing the purview of the definition of related party and overall scope of transactions with related parties. During the year under review, the Board of Directors based on recommendations of the Audit Committee approved revisions to the Policy on dealing with and materiality of Related Party Transactions and framework for transaction with related parties of the Company to define the ordinary course of business, review of material related party transactions and revise the thresholds for entering transactions with related parties and terms thereto. The Company's Policy on dealing with and materiality of related party transactions is available on the website of the Company at https://bhartiyafashion.com/download/POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf.

None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

RISK MANAGEMENT

The Company has adequate risk management processes to identify and notify the board of directors about the risks or opportunities that could have an adverse impact on the Company's operations or that could be exploited to maximize the gains. The processes and procedures are in place to act in a time bound manner to manage the risks or opportunities The Company's approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. Bhartiya International's exposure to foreign currency risk is restricted to its imports and exports. These risks are minimized through well-thought-out financial operations, astute treasury management and effective use of hedge options.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company (www.bhartiya.com).

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints. Besides, redressal is placed on the intranet for the benefit of employees. Further, the Company has complied with provision relating to the constitution of Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (14 of 2013). There was no instance reported for sexual harassment at workplace during the year under review.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorised, recorded and reported correctly. Such internal controls are supplemented by an extensive programme of internal audits, review by management and documented policies, guidelines and procedures. These are designed to ensure that financial and other records are reliable for preparing financial information and other reports and for maintaining regular accountability of the Company's assets. The internal auditors present their report to the Audit Committee of the Board.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

CREDIT RATING

Rating Committee of India Ratings and Research (Ind-Ra) has re-affirmed the long-term issuer rating of the Company to IND BBB (pronounced IND triple B) with stable outlook on 10^th July, 2024. Ind-Ra has re-affirmed rating of IND BBB/ Stable/ IND A2 for Fund- based working capital limits of Rs. 501.12 crores and term loan/ Proposed term loan of Rs. 79.62 crores. Agency has assigned rating IND A2 for non-fund based working capital limits of Rs. 66.35 crores. The outlook on the long- term rating has remained the same.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report, the business operations and financial position of the Company detailed in this Report as well as Notes to the Financial Statements of the Company.

SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.

The Company's securities are listed at the following Stock Exchanges in India:

BSE Limited

National Stock Exchange of India Limited

The Annual Listing fee for the financial year 2023-24 has already been paid to both the above Stock Exchanges.

COMPLIANCE OF SECRETARIAL STANDARDS

During the financial year under review, the Company has complied all applicable Secretarial Standards specified by the Institute of Company Secretaries of India pursuant to Section 118 of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

COST AUDIT AND MAINTANANCE OF COST RECORD

As per the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to the Company for the financial year 2023-24.

Further, maintenance of cost record as specified by the Central Government, under sub-section-1 of Section 148 of the Companies Act, 2013 is not required.

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

Information in accordance with the provision of Section 134 (3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended 31^st March, 2024 on the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo is given in the Annexure 'D' forming part of this report.

HUMAN RESOURCES

At Bhartiya, our objective is to align the talent pool with our core business values and brand philosophy while imparting technical skills and promote solution-oriented mindset which are business growth enablers. We have committed to provide them the platform to experiment and embrace new opportunities in-order to serve the customers of tomorrow. Bhartiya's people assets is the strong foundation for creating many possibilities for its business. Our approach towards attracting and nurturing finest quality of talent is a combination of empowerment and accountability that provides people lifelong development opportunities and make them change leaders. Talent sourced across India gets the opportunity to be positioned in high impact roles at Bhartiya and deploy functional mastery to deliver innovative solutions while contributing to our operational excellence and overall business strategy. During the year under review, the efficient operations of manufacturing units, market development and expansion for various products was the highlight of our people effort. Continuous people development for developing knowledge and skills coupled with sound people practices will deliver the talent needs of the organization.

We strive to build a deep talent bench of high-quality leaders through a culture of continuous learning, innovation, and collaboration by providing leading-edge learning and development support to our managers.

PARTICULARS OF EMPLOYEES

During the financial year 2023-24, the Company had 315 employees.

In terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this report.

Further, the disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms

part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during business hours on working days upto the date of ensuing Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The Annual Report including the aforesaid information is also available on the Company's website.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.

DEMAT SUSPENSE ACCOUNT FOR UNCLAIMED SHARES

There are no unclaimed shares of the Company.

PUBLIC DEPOSIT

The Company has neither invited/ nor accepted any deposits during the year within the meaning of Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposit) Rules, 2014.

AWARDS AND ACCOLADES

Your Company continues to win awards year after year, reiterating its credible market position. Some awards received during the previous three Financial Years by the Company are as given below:

(a) First Place National Export Excellence Award from Council for Leather Exports (Category above Rs.300 Crores - Leather Garments) year - 2022-2023.

(b) Excellence Export performance during 2020-21 in Leather Garments from Council for Leather Exports - Northern Region (Category above Rs. 200 & 300 Crores - Leather Garments) year - 2020-2021.

(c) First Place Export Award from Council for Leather Exports - Northern Region (Category above Rs. 25 crores & upto Rs. 50 Crores - Leather Garments) year - 2020-2021.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration and commission from any of its subsidiaries.

c) 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.

d) No frauds has been reported by the Auditors to the Audit Committee or the Board.

e) There has been no changes in the nature of business of the Company.

ACKNOWLEDGEMENTS

Your Directors are highly grateful for all the help, guidance and support received from the valued customers, suppliers, vendors, other business associates, various government and local authorities as well as the various Banks.

The Board places on record its appreciation for the devoted and dedicated services rendered by all the employees in taking the Company forward.