Greenpanel Industries Ltd

Dear Members,

Your directors have the pleasure of presenting their 7th annual report on the business and operations of the company, along with the audited financial statements for the financial year endedMarch 31, 2024.

Financial highlights

The financial performance of your company for the year ended March

Result of operations and the state of the Company's affairs

During the year under review, your company achieved revenue from operations of 1,56,725.18 lakhs compared to 1,78,285.99 lakhs in the previous year, resulting in a decline of 12.09% compared to the previous year. The profit after tax for the financial year 2023 24 is 13,524.23 lakhs, compared to 22,996.18 lakhs in the previous year, resultingin a decrease in net profit compared to the previous year.

Exports during the year 2023 24 amounted to 17,075.93 lakhs, compared to 24,745.21 lakhs during the previous year, reflecting a decrease of 30.99%. Your company continues to actively seek out new export markets for its products andanticipatessignificantgrowth opportunities in the export business.

As per the consolidated financial statements, the revenue from operations and profit after tax for the financial year 2023 24 were 1,56,725.18 lakhs and 14,268.44 lakhs respectively, as against 1,78,285.99 lakhs, and 25,651.48 lakhs, respectively, in the previous year, resulting in a decrease in consolidated revenue from operations by 12.09% and profit after tax by 44.38 compared to the previous financial year. The company holds a pioneering presence in India and has played a pivotal role in establishing a nationwide market for MDF products. As a leader in the production and distribution of MDF products, the Company is the preferred partner for numerous real estate projects, offices, and home builders. We maintain our focus on offering a comprehensive product range, catering to clients across all price points, and consistently strengthening our market share in the organized sector through our pan-India distribution network. We are continuously expanding our dealer network across the country. We ensure a presence across various price segments, meeting the diverse needs of customers in high-end, mid-market, and value-for-money segments. With our extensive pan-India distribution network, our products are readily available in almost every part of the country."

Subsidiary and Joint Venture

Greenpanel Singapore Pte. Ltd, a wholly owned subsidiary (WOS), voluntarily wound up in accordance with the provisions of applicable Singaporean law during the year under review. WOS was not a material subsidiary and did not have any business activities. The winding up of WOS will not affect any business/accounting policies and will not have any significant impact on the operations of the Company.

Change(s) in the nature of business

There has been no change in the business of the company summarisedbelow: during the year under review.

Consolidated financial statements

For the period under review, the company has consolidated the financial statements of its wholly-owned subsidiary, Greenpanel Singapore Pte. Ltd., located in Singapore. In compliance with the third proviso of Section 136(1) of the Companies Act, 2013, the company's annual report, containing both standalone and consolidated financial statements, has been made available on the company's website. Additionally, adhering to the fourth proviso of the above section, the audited annual accounts of the subsidiary company have been published on the company's website as well. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company may request it through the company secretary. Pursuant to section 129(3) of the Companies Act, 2013, along with rule 5 of the Companies (Accounts) Rules, 2014, a statement outlining the key features of the financial statements of the company's wholly-owned subsidiary, in form AOC-1, is attached to this report as Annexure-I.

Credit Rating

Due to our strong commitment towards financial discipline and continuous performance growth, CARE Ratings Limited has reaffirmed ratings of CARE A+ on Long term bank facilities of Rs216 crore and Long term/short term bank facilities of Rs60 crore, totaling Rs 276 crore in rated bank facilities. ICRA Limitedhasrevised/reaffirmedcredit rating of ICRA A+ review on Long term working capital facilities of Rs 125 crore and ICRA A1+ on non-fund based long term/short term bank facility of Rs115 crore totaling Rs240 crore in rated bank facilities.

Dividend

Your directors recommended and paid an interim dividend of 150% on the face value of 1 per share, i.e., 1.50 per equity share, on the company's 12,26,27,395 equity shares during the financial year 2023 24.

The payment of interim dividend to the shareholders of the Company will be placed at the ensuing annual general meeting for confirmation by the members. The dividend pay-out was in accordance with the dividend distribution policy of the company adopted by the board of directors in their meeting held on August 14, 2019. The dividend distribution policy is uploaded to the company's website at https:// www.greenpanel.com/wp-content/uploads/2021/04/ Dividend-Distribution-Policy.pdf

Transfer to Reserves

Your directors do not propose transferring any amount to the general reserve for the financial year 2023-24.

Change in Share Capital

During the year under review, there was no change in the share capital of the company. As on 31st March 2024, the Company's paid-up Equity Share Capital was Rs12,26,27,395/- comprising of 12,26,27,395 Equity Shares of Face Value of Rs 1/- each. During the Financial Year 2023-24, your Company has neither issued any shares or convertible securities nor has granted any stock options or sweat equity.

Directors and Key Managerial Personnel

The details of the directors and key managerial personnel of the company are provided as follows:

Induction, Re-appointment, Retirements and Resignations

The five-years term of Mr. Arun Kumar Saraf (DIN:00087063), Independent Director, shall expire on August 13, 2024, and he is eligible for re-appointment for a further term of five years. The Nomination and in its meeting held on May 10, 2024, has recommended appointment of Mr. Saraf for a further term of five years effective from August 14, 2024. In the opinion of the Board of Directors, Mr. Arun Kumar Saraf, is a person of integrity, expertise and experience including the proficiency of the Independent Director.

The term of Mr. Shiv Prakash Mittal (DIN: 00237242), Executive Chairman and Mr. Shobhan Mittal (DIN: 00347517), Managing Director & CEO shall expire on June 30, 2024, and they are eligible for re-appointment for a further term of five years. The Nomination and Remuneration Committee in its meeting held on May 1, 2024, has recommended their reappointment as the Executive Chairman and Managing Director & CEO, respectively, for a further term of five effective from July 01, 2024.

None of the directors of your company are disqualified under the provisions of section 164(2)(a) and (b) of the Companies accordance with Regulation 34(3) Act,2013.A certificate read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, dated April 23, 2024, received from M/s. T. Chatterjee & Associates, company secretaries certifying that none of the directors on the board of the company have been debarred or disqualified from the appointment or continuation as directors of the companies by SEBI/Ministry of Corporate Affairs or any such statutory authority, is annexed to the corporate governance report.

Independent Directors

For the financial year 2023 24, the company has received declarations from all the independent directors, viz., Mr. Salil Kumar Bhandari [DIN: 00017566], Mr. Mahesh Kumar Jiwrajka [DIN:07657748], Mr. Arun Kumar Saraf [DIN: 00087063] and Ms. Shivpriya Nanda [DIN:01313356], confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulations 16 and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meetings of the Board of Directors

Five (5) Board Meetings were held during the financial year ended on March 31, 2024. The details of the board meetings, their dates, and the attendance of each of the directors have been provided in the corporate governance report.

Meeting of Independent Directors

During the year under review, the Independent Directors met once on January 31, 2024, without the presence of Non-Independent Directors and members of the Management inter alia to:

Review the performance of Non-Independent Directors, the Board as a whole and that of its Committees.

Review the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and

Assess the quality, content and timeliness of flow of information between the Company's management and the Board which is necessary for the Board to perform its duties effectively and reasonably.

Performance Evaluation

The Board is committed to transparency in assessing the performance of Directors. In accordance with the Act and the Rules made thereunder, and Regulation 4(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Greenpanel has framed a policy for the formal annual evaluation of the performance of the Board, Committees, and individual Directors.

The Company has put in place a robust framework for the evaluation of the Board, its Committees, the Chairman, individual Directors, and the governance processes that support the Board's functioning. This framework covers specific criteria and the grounds on which all Directors, in their individual capacity, are evaluated. The key criteria for performance evaluation of the Board and its Committees include aspects such as composition and structure, effectiveness of board processes, information sharing, and functioning. The criteria for performance evaluation of individual Directors include aspects such as professional conduct, competency, and contribution to the Board and Committee meetings. The criteria for performance evaluation of the committees of the Board include aspects such as the composition of committees and the effectiveness of committee meetings. The performance evaluation of individual Directors and Independent Directors was done by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process."

The board has carried out the annual performance evaluation of the directors individually, its committees, and the workings of the board as a whole on the following criteria:

a. For non-executive independent directors:

Knowledge and skills

• Professional conduct

• Duties, roles, and functions

• Rendering independent and unbiased opinions and judgements

• Attendance and active participation in meetings of the board

• Assistance in implementing corporate governance practices.

Updating of skills and knowledge Information regarding the external environment Understanding and assessment of risk management Raising concerns, if any, to the board Study of the agenda in depth prior to the meeting Contribution towards the formulation and implementation of strategy for achieving the goals of the company.

b. For Executive Directors:

• Performance as a member

Working expertise

Evaluating business opportunities and analysing risk-reward scenarios Professional conduct and integrity Sharing of information with the board

• Attendance and active participation in the board meetings and meetings of members of the company Whether a difference of opinion was voiced in the meeting

• Assistance in implementing corporate governance practices.

• Review of the integrity of financial information and risk management Updating of skills and knowledge Information regarding the external environment Raising concerns, if any, to the board

• ensures the implementation of the decisions of the board.

Ensures compliance with applicable legal and regulatory requirements.

Alignment of the company's resources and budgets with the implementation of the organisation's strategic plan Creativity and innovation in creating new products.

• Understanding of the business and products of the company

c. For Committees of the Board:

Adequate and appropriate written terms of reference

The volume of business handled by the committee was set at the right level.

Whether the committees work in an ‘inclusive' manner Effectiveness of the board's committees with respect to their role, composition, and interaction with the board

• Are the committees used to their best advantage in terms of management development, effective decision-making, etc.?

• Attendance and active participation of each member in the meetings

Review of the action taken reports and follow-ups thereon

d. For Board of Directors as a whole:

Setting clear performance objectives and how well it has been performed against them.

Contribution to the testing, development, and strategy Contribution to ensuring robust and effective risk management.

• The composition of the board is appropriate, with the right mix of knowledge and skills sufficient to maximise performance in light of future strategy.

Effectiveness of inside and outside board relationships

• Responding to the problems or crises that have emerged.

Updating with the latest developments in regulatory environments and the market in which the company operates

Role and functioning of the board on these matters.

Framing policies and procedures for statutory compliance, internal financial control, and safeguarding the interests of the company.

The Directors have expressed their satisfaction with the evaluation process.

Familiarisation Programme

The details of the familiarisation programme undertaken by the company during the year have been provided in the corporate governance report, along with a web link to it.

(i) Statutory Auditor:

The shareholders of the company at their 6th annual general meeting held on June 27, 2023, approved the re-appointment of M/s. S. S. Kothari Mehta & Co., Chartered Accountants (ICAI Firm Registration No. 000756N) as the statutory auditors of the company for the second term of 5 (five) years from the conclusion of the 6th annual general meeting, until the conclusion of the 10th annual general meeting to be held in the calendar year 2028.

The statutory auditors' report on the standalone and consolidated financial statements of the company for the financial year ended March 31, 2024, forms part of this annual report. The notes on financial statements referred to in the auditors' report are self-explanatory and, therefore, do not call for further clarification. There is no qualification, reservation, adverse remark, or disclaimer made by the statutory auditors of the company in their statutory audit report, and hence, no explanation or comments of the board are required in this regard.

(ii) Maintenance of Cost Records:

During the year under review, maintenance of cost records as specified by the central government under Section 148(1) of the Companies Act, 2013 was not applicable to the company.

(iii) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies

(Appointment and Remuneration of Managerial

Personnel) Rules, 2014, the board of directors of the company, at their meeting held on November 01, 2023 reappointed M/s. T. Chatterjee & Associates, Practicing Company Secretaries, having office at

Mukherjee Road, Kolkata-700026, for conducting the secretarial audit of the company for the financial year 2023 24. The secretarial audit report in form MR-3 for the financial year ended March 31, 2024, is annexed herewith marked "Annexure-III". There is no qualification, reservation, adverse remark, or disclaimer made by the secretarial auditor of the company in their secretarial report in form MR-3, and hence, no explanation or comments of the board are required in this regard.

(iv) Internal Auditor:

The company has appointed Mr. Aditya Bansal, a chartered accountant, as its internal auditor. The internal auditor submits his report on a quarterly basis to the audit committee of the board of directors of the Company.

Audit Committee

As of March 31, 2024, the audit committee of the company consisted of four non-executive independent directors, viz., Mr. Salil Kumar Bhandari as chairman, Mr. Mahesh Kr. Jiwrajka, Mr. Arun Kumar Saraf, and Ms. Shivpriya Nanda, along with executive-promoter director, Mr. Shiv Prakash Mittal, as members.

The committee, amongst other responsibilities, reviews the internal control system, reports of the internal auditor, compliance with various regulations, and evaluates the internal financial controls and risk management system of the company. Additionally, the committee extensively reviews the financial statements and financial results before they are presented to the board. The terms of reference of the committee and the details of the committee meetings are provided in the corporate governance report.

Nomination and Remuneration Committee and Board Diversity

As of March 31, 2024, the Nomination and Remuneration Committee of the company consists of three non-executive independent directors, viz., Mr. Salil Kumar Bhandari as chairman and Mr. Mahesh Kumar Jiwrajka, and Mr. Arun Kumar Saraf as members.

Ms. Shivpriya Nanda has been inducted as a member of the Nomination and Remuneration Committee of the Company with effect from May 1, 2024.

The terms of reference of the committee and the details of the committee meetings are provided in the corporate governance report. The summary of the remuneration policy of the company, prepared in accordance with the provisions of Section 178 of the Companies Act 2013, read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is also provided in the corporate governance report.

This policy applies to all the "executives" of the company and extends to the remuneration of non-executive directors, including the principles of selection of the independent directors of the company. The board of directors has adopted the remuneration policy at the recommendation of the committee. This Policy also lays down criteria for selection and appointment of the Board Members as well as the diversity of the Board. The Company has an optimum mix of executive and non-executive directors, independent directors and woman director. The remuneration policy is uploaded on the website of the company. The weblink is https:// www.greenpanel.com/wp-content/uploads/2019/11/ Remuneration-Policy.pdf In terms of the provisions of clause (e) of Section 134(3) read with Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee, while appointing a director, considers the following criteria for determining qualifications, positive attributes, and independence: Qualification: The Directors are expected to exhibit diversity in thought, experience, industry knowledge, skills, and age. Positive Attributes: In addition to fulfilling statutory duties and responsibilities, directors are expected to uphold standard of ethical behavior, possess effective communication skills, demonstrate leadership qualities, and exercise impartial judgement.

Independence: A director is considered independent if he/she satisfies the criteria outlines in section 149(6) of the Companies Act, 2013, along with the rules framed thereunder, and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Stakeholder Relationship Committee

As of March 31, 2024, the stakeholder's relationship committee of the company comprises one non-executive independent director, viz., Mr. Mahesh Kumar Jiwrajka, as chairman, and two executive directors, viz., Mr. Shiv Prakash Mittal and Mr. Shobhan Mittal, as members. The terms of reference of the committee and the details of the committee meetings are provided in the corporate governance report.

Risk Management Committee

As of March 31, 2024, the Risk Management Committee consists of two executive directors: Mr. Shiv Prakash Mittal, Executive Chairman, Mr. Shobhan Mittal, Managing Director and CEO; and Mr. Arun Kumar Saraf, independent director.

The brief terms of reference of the committee and the details of the committee meetings are provided in the corporate governance report.

Risk Management Policy

In terms of the provisions of regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the board of directors of the company has an approved risk management policy in place. The Risk Management Committee and the board of directors of the company have identified potential non-financial risks to the company that may pose a threat to the Company and have developed a mitigation plan accordingly. The Audit Committee and the Risk Management Committee monitors both financial and non-financial risks as per their terms of reference and review them periodically.

Vigil Mechanism

Pursuant to the provisions of sections 177(9) and (10) of the Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a vigil mechanism policy has been established for directors and employees to report genuine concerns. The policy ensure protection for whistleblowers' and provide them direct access to the chairman of the audit committee. The policy is available on the website of the company, and a weblink to it is provided in the corporate governance report.

Annual return

A copy of the annual return, as mandated by sections 92(3) and 134(3)(a) of the Companies Act, 2013, is accessible on the company's website at https://www.greenpanel. com/annual-return

Material changes and commitments

There have been no material changes or commitments affecting the financial position of the company since March 31, 2024, and to the date of this report.

orders passed by the Significant regulators, courts, and tribunals impacting the going concern status and the company's operations in the future.

During the period under review, no significant has been passed by any Regulators, Courts or Tribunals impacting the going concern status and the company's operation in the future.

Internal financial controls

Your company possesses, in all material respects, an adequate internal financial control system over financial reporting, and these internal financial controls are effectively operating. The assessment is based on the internal control over financial reporting criteria established by the company, taking into account the essential components of internal control. Guidelines, policies, procedures, and structures for appropriate internal financial controls have been established across the company. These control processes facilitate and ensure the orderly and efficient conduct of the company's business, including the safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation and disclosure of financial statements. Review and control mechanisms are integrated to ensure the adequacy and effective operation of such control systems.

A report on the internal financial controls of the company, as required under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013, issued by M/s. S.S. Kothari Mehta & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 000756N/N500441), forms part of independent auditor's report, and the contents therein are self-explanatory.

Corporate Social Responsibility

The Corporate Social Responsibility (CSR) Committee has formulated and recommended to the board a CSR policy outlining the activities to be undertaken by the company. This policy has been approved by the board and is accessible on the company's website.

The composition of the CSR Committee is detailed in the annual report on CSR activities. The average net profits of the company for the last three financial years amount to 2,41,30,80,606/- and the prescribed CSR expenditure for the year under review shall not be less than 4,82,61,612/- (i.e., 2% of the average net profits of the company for the last three financial years).

During the year under review, the company spent

4,84,59,996/- on its CSR projects, resulting in an expenditure of 1,98,384/- during the year exceeding the statutory requirements.

The unspent CSR expenditure related to the Financial Year 2022-23, amounting to 37,27,300/- which was transferred to a separate bank account during the previous year, remained unspent during the year under review. The company plans to allocate the above amount to its ongoing projects in the next financial year.

The annual report on CSR activities is annexed as "Annexure-IV" to this report. material order

Insurance

Your company's properties, including buildings, plants, machinery, stocks, among others, are adequately insured against various risks.

Loans, guarantees, or investments under Section 186 of the Companies Act, 2013

During the year under review, the company invested surplus funds in AAA rated corporate bonds.

Deposits

During the financial year 2023 24, the company did not solicit or accept any deposits from the public under Section 76 of the Companies Act, 2013.

Particulars of contract or arrangements with the Related Parties

The related party transactions that were entered into during the financial year 2023-24 were on an arm's length basis and in the ordinary course of business. During the year under review, the Company has not entered into any arrangements/ transactions with related parties that could be considered material in accordance with Section 188(1) of the Companies Act, 2013. The particulars of contracts or arrangements with related parties in Form AOC-2, as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are annexed herewith as "Annexure-II". There are nomateriallysignificantrelated party transactions entered into by the Company that may have potential conflicts with the

Additionally, appropriate disclosure, as required by accounting standards (Ind AS 24), has been included in the notes to the financial statements. The board approved a policy for related party transactions on August 14, 2019.

In accordance with SEBI Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2022/40 dated March 30, 2022, providing clarification on the applicability of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, concerning related party transactions, the board revised its related party transactions policy on May 6, 2022. The updated policy is available on the company's website at: https:// www.greenpanel.com/wp-content/uploads/2022/07/ Related-Party-Transactions-Policy.pdf

Corporate Governance Report

A comprehensive report on corporate governance for the financial year 2023-24, in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed with this report. Additionally, an auditor's certificate from the statutory auditor, M/s. S.S. Kothari Mehta & Co. LLP Chartered Accountants (ICAI Firm Registration No. 000756N/N500441), affirming compliance with the conditions of corporate governance, is annexed herewith.

Management Discussion and Analysis Report

The management discussion and analysis report for the financial year 2023-24, in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented as a separate statement in the annual report. This report offers a consolidated perspective on economic, social, and environmental aspects material to our strategy and our ability to create and sustain value for our stakeholders. It includes reporting requirements as stipulated by Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Business Responsibility and Sustainability Report

In compliance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the business responsibility and sustainability report, describing the company's initiatives from an environmental, social, and governance perspective, is enclosed and forms an integral part of the annual report.

CEO and CFO certification

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO and CFO certification specified in Part B of Schedule II thereof is annexed to the Corporate Governance Report. Additionally, oftheCompany. in accordance with Regulation 33(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director and CEO, along with the Chief Financial Officer, provide a quarterlycertificateensuring the financial results do not contain any false or misleading statements or figures and do not omit any material fact while presenting the financial results before the Board for approval.

Code of Conduct for Directors and Senior Management Personnel

The code of conduct for directors and senior management personnel has been published on the company's website. The Managing Director and CEO have made a declaration that all concerned directors and senior management personnel have affirmed compliance with the code of conduct for the financial year ending on March 31, 2024. This declaration is annexed to the corporate governance report.

Disclosure regarding compliance with applicable secretarial standards

The company has adhered to all mandatory applicable secretarial standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

Conservation of energy, technology absorption, foreign exchange earnings, and outgo

The information required under section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed to this report as "Annexure - V".

Directors' Responsibility Statement

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your directors state that:

In the preparation of the annual financial statements for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with a proper explanation relating to material departures, if any.

• The directors have selected such accounting policies, 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.

The directors have 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 preventing and detecting fraud and other irregularities.

• The directors have prepared the annual accounts on a going concern basis.

The directors have laid down internal financial controls to be followed by the company, and that such internal financial controls are adequate and were operating effectively and

The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Fraud Reporting

No frauds have been reported by the auditors of the company to the audit committee or the board of directors under sub-section (12) of section 143 of the Companies Act, 2013, during the financial year 2023-24.

Constitution of the Internal Complaints Committee

In compliance with the requirement under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act 2013, the company has duly constituted an internal complaints committee. The composition of this committee is disclosed in the policy on prevention of sexual harassment at the workplace, which is available on the company's website.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

No case was filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year under review.

Particulars of employees

The information required under Section 197(12) of the Companies Act, 2013, read with Rules 5(1), 5(2), and 5(3) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, is annexed to this report as "Annexure-VI".

Application or proceeding pending under the Insolvency and Bankruptcy Code, 2016

Your company has neither made any application nor has any proceedings pending under the Insolvency and Bankruptcy Code, 2016, during the financial year 2023-24.

One-Time Settlement

Your company has not made any one-time settlements against loans taken from banks or financial institutions during the financial year 2023-24.

Unpaid dividend account

In compliance with the provisions of Section 124 of the Companies Act, 2013, the unclaimed dividend from the interim dividend declared by the company for the financial year 2023 24 needs to be transferred to the unpaid dividend account. The interim dividend for the above period has been distributed/paid to the shareholders, and no amount is lying in the unclaimed account as of the date of the close of the financial year under review.

Any money lying in the above unpaid dividend account that remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred by the company, along with any interest accrued thereon, to the Investor Education and Protection Fund pursuant to Section 124(5) of the Companies Act, 2013.

Acknowledgements

Your directors express their sincere gratitude for the continuous support of financial institutions, vendors, clients, investors, the central government, state governments, and other regulatory authorities. They also express heartfelt appreciation for the commitment and dedication of the company's employees across all levels, who have contributed to the growth and sustained success of the company.