Nelcast Ltd

Your Directors are pleased to present the Forty Second Annual Report along with the audited financial statements for the financial year ended 31^st March 2024:

DIVIDEND

Your Directors recommend a dividend of 20% ( 0.40/- per share) for the financial year 2023-24. Payment of dividend is subject to the approval of shareholders at the ensuing Annual General Meeting. The dividend distribution policy framed by the Company in accordance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) and approved by the Board of Directors is available on the Company's website and is accessible at https://nelcast.com/policies.

TRANSFER TO RESERVES

No transfer to the General Reserves has been proposed for the financial year 2023-24.

SHARE CAPITAL

The paid up equity share capital as on 31^st March 2024 was 1740.02 Lakhs.

OPERATIONS

During the year, the Company recorded Revenue from Operations of 1266.94 Crores as against

1263.97 Crores in 2022-23, a marginal increase compared to previous year. Our Exports business registered a growth of 35% compared with previous year and stood at 445.27 Crores. Profit After Tax made during the year including exceptional item is 54.41 Crores as against 29.73 Crores in 2022-23, an increase of about 83%. The production during the year was 85,366 MT, compared to the previous year's 84,238 MT. During the year the sales were affected due to slow down in the tractor sector and profitability improved due to better realization and increased exports.

EXCEPTIONAL ITEMS

During the year the Company has made a profit of 17.80 Crores on account of sale of surplus land available with the Company. This amount has been grouped under exceptional items.

MATERIAL CHANGES & EVENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and events affecting the financial position of the Company occurred between the end of the financial year and the date of this report.

OUTLOOK

Amidst a strong economic expansion of 7.6% underpinned by the Indian government's supportive policies, the Indian automobile industry has exhibited a commendable performance, with the domestic market registering a 12.5% increase over the last fiscal year. As per the Society of Indian Automobile

Manufacturers (SIAM), there was a slight upturn in overall Commercial Vehicles sales, which rose marginally from 962,468 units in FY2022-23 to 967,878 units in FY2023-24. The segment for Medium and Heavy Commercial Vehicles saw a moderate year-over-year growth of approximately 4%, with sales ascending from 359,003 units in FY2022-23 to 373,194 units in FY2023-24. Conversely, Light Commercial Vehicles observed a small dip in sales, going from 603,465 units in FY2022-23 to 594,684 units in FY2023-24. The Commercial Vehicle sector experienced minimal growth, with certain setbacks in LCVs and SCVs primarily attributed to a downturn in the CNG category. A shift towards trucks with greater tonnage, which offer increased payload capacity, also influenced the growth figures as this trend is not directly captured by unit sales numbers.

As the industry looks forward to the 2025 fiscal year, prospects for advancement appear promising, especially with the anticipation of new launches, notably in the Electric Vehicle (EV) market. The sector maintains a positive outlook, buoyed by the country's economic trajectory, proactive government initiatives, and the expectations of a beneficialmonsoon season that could further stimulate demand.

Nonetheless, the industry recognizes that it faces hurdles, including intensifying competition and the persistent necessity for strategic market engagement, both of which demand vigilant management. The Indian tractor industry declined by about 7% in quantity terms in FY2023-24, after registering the highest ever annual production and domestic sales in the previous year. Total volume stood at 874,504 compared with 940,985 units. The decline in domestic sales can be majorly attributed to moderate growth in the coming high baseeffectof theprevious fiscal. years on the back of augmented financial support to farmers through loans and subsidies, growth in agricultural productivity, tremendous potential to grow in the export market, government initiatives regarding rural development and farm mechanization along with various other factors, such as high rural wages and scarcity of farm labour, are likely to increase the tractor volume over the long term. The headroom for growth is immense and given that agriculture has huge weight in the overall economy.

CONSOLIDATED FINANCIAL STATEMENTS

The Company has prepared Consolidated Financial Statements of Nelcast Limited and its subsidiary NC Energy Limited as at 31^st March 2024, in accordance with the provisions of Section 129(3) of the Companies Act, 2013 and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and prepared in accordance with the Indian Accounting Standards prescribed by the Institute of Chartered Accountants of India. As required by the Listing Regulations, the audited Consolidated Financial Statements are circulated with the Annual Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

In terms of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts)

Rules, 2014, the salient features of the financial statements of subsidiary company is set out in the prescribed form AOC-1, which is annexed with this report as Annexure-A. The Company will make available the audited financial statements and related information of its subsidiary, upon request by any of its shareholders and it has also been placed on the website of the Company. The financial statements of the subsidiary company will also be kept for inspection by any member at the Registered Office of the Company and its subsidiary company. presented by the Company, which form part of this annual report, include financialresults of its subsidiary company.

QUALITY AND CUSTOMER SATISFACTION

The Company adheres to IATF 16949 quality standards and continuously strives to achieve world class quality by strictly adhering to the quality norms. The Company has also been awarded ISO

14001 & ISO 45001 certifications for implementing Health, Safety & Environmental Management

Systems.

The Company is a supplier to several leading OEM customers like Tata Motors, Ashok Leyland, TAFE, Eicher Tractors (TMTL), Volvo-Eicher Commercial Vehicles, SAME Tractors, Escorts Tractors, International Tractors (ITL), Daimler India, Caterpillar, etc., Tier I customers like Automotive Axles, American Axles, Dana, Rane Madras, Rane-TRW, ZF India, etc., and Export customers like Meritor, American Axles, Daimler, Dana, Comer, ZF Industries etc. The Company is closely working with several of its customers in terms of new product development, improvement in quality, etc. to improve our products.

DEPOSITS

The Company has not accepted any public deposits during the year and as such, no amount on account of principal or interest on deposits from public was outstanding as at 31^st March 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition

The Corporate Governance Report annexed to this Board's Report contains the composition of the Board of Directors of the Company.

Mr. Vinod K Dasari (DIN: 00345657) was appointed as an Additional (Non-Executive Independent) Director of the Company with effect from 13^th May 2024. On recommendation of the Nomination and Remuneration Committee, the Board of Directors have proposed the appointment of Mr. Vinod K

Dasari as a Non-Executive Independent Director, not liable to retire by rotation, for a period of five (5) years from 13^th May 2024 to 12^th May 2029. In the opinion of the Board, Mr. Vinod K Dasari fulfils the conditions specified in the Companies Act, 2013, and Rules made thereunder for appointment as an Independent Director and possesses integrity, necessary expertise, relevant experience and proficiency and is independent of the management of the Company. The resolution seeking shareholder's approval for his appointment forms part of the Notice.

Mr. A. Balasubramanian (DIN: 00490921) and Mr. D. Sesha Reddy (DIN: 00520448) were appointed as Independent Directors on the Board of the Company for the second term of 5 years with effect from 6^th August 2019 to 5^th August 2024 by the shareholders in the Annual General Meeting held on 1^st August 2019. Their term of officeexpires on 5 ^th August 2024. On the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed them as Non-Executive Non-Independent Directors of the Company, liable to retire by rotation, with effect from 6^th August 2024 subject to approval of the shareholders in the forthcoming Annual General Meeting. The resolution seeking shareholder's approval for their appointment forms part of the Notice.

Ms. P. Divya, Director (DIN: 05158352) is due to retire by rotation and being eligible offers herself for reappointment.

Mr. P. Deepak, Managing Director & CEO and Mr. S.K. Sivakumar, Chief Financial Officer & Company Secretary hold the office of Key Managerial Personnel.

Independent Directors

The Independent Directors have fulfilled the criteria of Independence as defined under Section

149(6) and requisite declarations in terms of Section 149(7) of the Companies Act, 2013 have been received. During the year under review a separate meeting of independent directors was held on 29^th January 2024.

COMMITTEES OF THE BOARD

In compliance with the provisions of Sections 135, 177, 178 of the Act and Listing Regulations, the Board has constituted Corporate Social Responsibility Committee, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee. The details of the composition of all the committees are furnished in the Corporate Governance Report which is attached to this report.

MEETINGS OF THE BOARD AND COMMITTEES

During the year, four meetings of the Board of Directors were held. The details of the meetings of the Board and its Committees are furnished in the Corporate Governance Report which is attached to this report.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) of the Companies Act, 2013 relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence, the Company has devised a policy relating to appointment of Directors, payment of managerial remuneration, Directors' positive attributes, independence of Directors and other related matters as provided qualifications, under Section 178(3) of the Companies Act, 2013. The said policy is available on the Company's website and is accessible at https://nelcast.com/policies.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies

Act, 2013 the Board of Directors, to the best of their knowledge confirm that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures; b) 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 at the end of the financial year ended 31 ^st March 2024 and of the profit of the Company for that period; c) the Directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors had prepared the annual accounts on a going concern basis; e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

CORPORATE GOVERNANCE

The Company has been pro-active in following the principles and practices of good Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate

Governance as stipulated in the Listing Regulations are complied with letter and spirit. A certificate issued by the auditors of the Company regarding compliance of conditions of Corporate Governance is also annexed to this report. The matters relating to Corporate Governance as per the Listing Regulations are attached to this report. The management's discussion and analysis report as required by the Listing Regulations is also annexed which forms part of this report.

CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE

L. Dhanamjaya Reddy, Practicing Company Secretary,hasissued certificateas required under the

Listing Regulations, confirming that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBI / Ministry of Corporate Affairs or any such statutoryauthority.Thecertificateis enclosed with this section as Annexure-B.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Pursuant to Regulation 34(2)(f) of the Listing Regulations and SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, the initiatives taken by the Company from an environmental, social and governance perspective for the financial year 2023-24 has been given in the Business Responsibility and Sustainability Report (BRSR) as per the format specified by

SEBI Circular is given as Annexure-C to this Report and is also available on the Company's website and is accessible at https://nelcast.com/sustainability.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year 2023-24 with related parties were in the ordinary course of the business and at Arm's Length basis. There related party transactions made by the Company with Promoters, Key arenomateriallysignificant Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. The details of the transactions with related parties are given in the financial statements. The Related Party Transaction Policy is available on the Company's website and is accessible at https://nelcast.com/policies.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy in line with the provisions of Section 177(9) and 177(10) of the Act and Regulation 22 of the Listing Regulations, to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides direct access to the Chairman of the Audit Committee. Itisaffirmedthat no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is available on the Company's website and is accessible at https://nelcast.com/policies.

DIVIDEND DISTRIBUTION POLICY

The Company has formulated the policy on dividend distribution with a view to specify the external and internal factors including financial parameters that shall be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend and how the retained earnings be utilised etc. The dividend distribution policy framed by the Company in accordance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and approved by the Board of Directors is available on the Company's website and is accessible at https://nelcast.com/policies.

REMUNERATION POLICY OF THE COMPANY

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to Section 178(3) of the Companies Act, 2013 and as per the Listing

Regulations. The Company affirms remuneration is as per the remuneration policy of the Company.

The said policy is available on the Company's website and is accessible at https://nelcast.com/policies.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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 are given in "Annexure-D" to this Report.

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company forms part of this report.

However, in terms of Section 136(1) of the Companies Act, 2013, the Annual Report and financial statements are being sent to the members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting and any member interested in obtaining such information may write to the company secretary and the same will be furnished.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

In terms of Section 134(5)(e) of the Act, the term Internal Financial Control means the policies and procedures adopted by a company for ensuring orderly and efficient conduct of its business, including adherence to company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information. The Internal Audit is in place in the Company and the Internal Auditors are conducting the Internal Audit periodically and the same is reviewed by the Audit Committee. The

Company has in place adequate internal financial controls.

STATUTORY AUDITORS

At the Annual General Meeting of the Company held on 3^rd August 2022, M/s. K. Nagaraju & Associates, Chartered Accountants (Firm Registration No.002270S) were appointed as Statutory Auditors of the

Company for a period of 5 (five) years from the conclusion of40 ^th Annual General Meeting till the conclusion of the 45^th Annual General Meeting. They have confirmed that their appointment is in accordance with Section 139 read with Section 141 of the Companies Act, 2013. The Reports given by M/s. K. Nagaraju & Associates, Chartered Accountants on the Financial

Statements of the Company for the financial year 2023-24 do not contain any qualifications, reservations or adverse remarks and forms part of the Annual Report.

No frauds have been reported by the Statutory Auditors during the financial year 2023-24 pursuant to the provisions of Section 143(12) of the Act.

SECRETARIAL AUDITORS

Pursuant to the Section 204 of the Companies Act, 2013 read Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014, the Board of Directors had appointed M/s. L.D. Reddy & Co., Practicing Company Secretaries as Secretarial Auditors of the Company to conduct the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended 31^st March 2024 in Form No. MR-3 is annexed with this report in Annexure-E.

The Secretarial Audit report does not contain any qualification, reservation, adverse remark, or any disclaimer.

Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company has obtained Annual Secretarial Compliance Report from M/s. L.D. Reddy & Co., Practicing Company Secretaries and the same has been submitted to the stock exchanges within the prescribed time.

COST AUDITORS AND COST RECORDS

Pursuant to the provisions of Section 148(3) of the Act, the Board of Directors had appointed M/s. Jayaram & Associates, Cost Accountants as Cost Auditors of the Company, for conducting the audit of cost records under Companies (Cost Records and Audit) Rules, 2014 for the financial year ended 31^st March 2024. The audit is in progress and the report will be filed with the Ministry of Corporate

Affairs within the prescribed period.

On recommendation of the Audit Committee, the Board at its meeting held on 13^th May 2024, has appointed M/s. Jayaram & Associates (Firm Registration No. 101077), Cost Accountants as Cost

Auditors to audit the cost accounts of the Company for the financial has also received thenecessarycertificateunder Section 141 of the Act, 2013 from them conveying their eligibility to act as a cost auditor. A sum of 2 lakhs plus applicable taxes have been fixed by the board as remuneration in addition to reimbursement of all applicable taxes, travelling and out-of-pocket expenses payable to them, which is required to be approved and ratified by the members, at the ensuing AGM as per Section 148(3) of the Act, 2013.

The cost records as specified by the Central Government under subsection (1) of Section 148 of the

Act, as required is maintained by the Company.

SECRETARIAL STANDARDS

The Company has devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

INVESTOR EDUCATION AND PROTECTION FUND

The details regarding shares and dividend transferred / proposed to be transferred to the Investor Education and Protection Fund (IEPF) and other relevant details in this regard, have been provided in the Corporate Governance section of this Annual Report.

ANNUAL RETURN

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended) the Annual Return of the Company is available on the Company's website and is accessible at https://nelcast.com/extract-of-annual-return.

INDUSTRIAL RELATIONS

The employee relations have remained cordial throughout the year and industrial harmony was maintained. Measures for the safety, training and development of the employees continued to receive top priority. The Directors wish to place on record their appreciation of the valuable contribution made by the employees of the Company at all levels towards the performance and growth of the Company.

RISK MANAGEMENT POLICY

The Company has constituted a Risk Management Committee. Details of constitution of the Committee are set out in the Corporate Governance Report. Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of SEBI (LODR) Regulations, 2015, the Company has implemented a mechanism for risk management and has formulated a Risk Management Policy. The company has devised its risk management policy commensurate with its size and operations.

The Policy provides for identification of risks and mitigation measures. The Risk Management Policy includes identifying types of risks and its assessment, risk handling, monitoring, and reporting. Your Company maintains an adequate and effective Internal Control System commensurate with its size. The internal control system is supplemented through an extensive internal audit program besides periodic review by the Management and the Audit Committee. Risk Management policy is available on the Company's website and is accessible at https://nelcast.com/policies.

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

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the financial statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of the Act, the Company has constituted a Corporate Social Responsibility (CSR) Committee and also formulated a Corporate Social Responsibility Policy. The CSR Policy of the Company and details about the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed as part of this report in Annexure-F. Further details of composition of the Corporate Social Responsibility Committee and other details are provided in the Corporate Governance Report which forms part of this report. CSR policy is available on the Company's website and is accessible at https://nelcast.com/policies.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

/ material orders passed by the regulators or courts or tribunals during the Therewerenosignificant financial year 2023-24, impacting the going concern status and Company's operations in future.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the Company's nature of business.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY'S SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

No Company has become or ceased to be Company's subsidiary, joint venture or associate company during the financial year 2023-24.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINAN-CIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR

No onetime settlement was done with any Bank / Financial Institutions during the financial year under review.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR:

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code,

2016 (31 of 2016) during the financial year 2023-24.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An

Internal Complaints Committee has also been constituted for this purpose. During the financial year 2023-24, there were no cases filed pursuant to the above

DETAILS OF ESTABLISHMENT OF CODE OF CONDUCT FOR REGULATING, MONITORING AND REPORTING OF TRADING BY INSIDERS

The Company has a Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders ("PIT Policy") for connected persons, designated persons, and the insiders (collectively "Insiders") as definedunder the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations").

The Audit Committee reviews the Institutional Mechanism for prevention of insider trading. The aforementioned policy is available on the Company's website and is accessible at https://nelcast. com/policies.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED IN THE BOARD

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognized, and respected individuals in their respective fields. It's an optimum mix of expertise (including financial expertise), leadership and professionalism.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and under regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the year, the Board has carried out an evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its committees.

The Nomination and Remuneration Committee has defined time schedule for the Performance Evaluation process for the Board, its Committees and Directors. Directors were evaluated on aspects such as attendance and contribution at Board / Committee Meetings and guidance / support to the management outside Board/ Committee Meetings.

Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, research and development, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in the Annexure-G forming part of this Report.

OTHER DISCLOSURES

The electronic copies of the 42^nd Annual Report and the Notice convening the 42^nd AGM would be sent to all shareholders whose e-mail addresses are registered with the Company or their respective Depository Participants (DP) in accordance with the circulars issued by the Ministry of Corporate Affairs (MCA) read with circulars issued by the SEBI. The full Annual Report is available on the website of the Company and shall also be disseminated to the stock exchanges.

ACKNOWLEDGEMENTS

The Directors place on record their sincere appreciation for the dedicated efforts of the employees and co-operation of associates, suppliers and customers. We also express our sincere thanks to Company's Bankers namely State Bank of India, Standard Chartered Bank, The Hongkong and Shanghai Banking Corporation Ltd., Kotak Mahindra Bank Ltd. and HDFC Bank Ltd. for their trust and continued support.