Patanjali Foods Ltd

Dear Members,

Your Board of Directors have pleasure in presenting the Thirty Eighth (38^th) Directors' Report together with the audited standalone financial statements of the Company for the financial year ended March 31,2024.

Financial Performance

The summarised financial performance highlight is presented in the table below:

(Rs in Lakhs)

State of Company's Affairs

Your company has achieved a total income of f 31,96,162.50 lakhs during the year under review as against f 31,82,145.48 lakhs in the previous financial year. The net profit after tax of the company for the year under review is f 76,515.09 lakhs as against f 88,644.11 lakhs for the previous financial year. Decline in PAT is mainly due to increase in employee cost, depreciation and other expenses.

The export of the company during the year under review was f 32,349.94 lakhs as compared to f 53,079.65 lakhs during the previous financial year. Exports declined due to intense competition in the international market.

Future Outlook

The Company has demonstrated strong performance for yet another financial year during FY 2023-24. The company has successfully accomplished its strategic course that was charted out at the beginning of the year and have achieved significant milestones.

Fulfilling its strategic intent to increase the FMCG orientation, the company has increased the share of its Food & FMCG segment further in total revenue from its operations to 30.1%. This is a significant achievement for the company since this is achieved within two years of starting the 5-year target of 50:50 split between FMCG & Edible Oils, back in FY 2021 -22 when the share of FMCG was only 6.8%.

The company has been actively working towards capitalising on the Premiumisation wave across the FMCG sector and launched a slew of products in the last year. This includes the range of millets-based cereals and branded dry fruits under ‘Nutrela Maxx Millets' and ‘Nutrela Maxx Nuts' brand. The new range of sports nutrition products under the revamped ‘Nutrela Sports' and the health range of millets-based Ragi and 7-Grain biscuits were also launched. The market has been receiving the products very well. As part of the marketing and repositioning efforts, the company also onboarded the celebrity cricketer MS Dhoni as a brand ambassador for its flagship ‘Mahakosh' and ‘Sunrich' edible oil brands.

The success continues in the oil palm plantation operations. The company has now increased its area under cultivation to 74,376 hectares across 10 Indian States under its ambitious plan for contribution to edible security in the country, benefitting over 50,000 farmers. The total allocated area with the company stands at 6.5 lakh hectares.

The Company will advance towards its goal of being one of the largest FMCG players in India and globally. In medium to longer term, the company has set out strategic initiatives for realising the said objective:

Marketing and branding initiatives: The company is determined to expand the strength of its brands through numerous activities - including onboarding brand ambassadors and increased media spends.

Distribution Expansion: The company is expeditiously building its distribution reach across all the channels -

direct retail reach, Patanjali franchise stores, modern retail, eCommerce, Quick Commerce, and exports.

Rapid expansion in plantation operations: The company continues to rapidly expand its area under cultivation, and will increase its contribution to self-sufficiency in edible oils for India.

Strategic increase in portfolio: Continuing the momentum of HPC growth, the company will aim to increase its market share through consumer-centric innovations and portfolio expansion.

Bolstering international presence: The company has already started listing its products on global ecommerce websites and will continue to setup and enhance its branded products' distribution in the international markets.

Despite the edible oil price volatilities in FY24, the Edible Oil segment achieved significant volume growth compared to the previous year. In FY25, the macro scenario looks more favourable with above normal monsoon expected to ease the food inflation. Conversely, real GDP growth is progressing consistently due to macroeconomic and financial stability. Domestic demand is increasing, supported by strong business confidence that surpasses that of many other global economies. These favourable market conditions are promising for the company's ongoing success and future growth.

Offer For Sale (OFS) by Promoters

Patanjali Ayurved Limited, one of the Promoters of the Company has sold 2,53,39,640 equity shares of the Company (representing 7% of the total issued and paid-up equity share capital of the Company) on July 13, 2023 and July 14, 2023, in accordance with the circular bearing reference number SEBI/ HO/MRD/MRD-PoD-3/P/CIR/2023/10 dated January 10, 2023 regarding the "Comprehensive Framework on Offer for Sale (OFS) of Shares through Stock Exchange Mechanism" issued by the Securities and Exchange Board of India.

With the aforementioned sale of shares, the shareholding of the Promoter and members of Promoter Group in the Company has reduced from 80.82% to 73.82% of the paid-up equity share capital of the Company. Accordingly, the Company has become compliant with the minimum public shareholding requirements, as mandated under rules 19(2)(b) and 19A of the Securities Contracts (Regulation) Rules 1957, read with Regulation 38 of the Listing Regulations.

Transfer to Reserves

During the year under review, no amount is proposed to be transferred to reserves. For complete details on movement in reserves and surplus during the financial year ended March 31,2024, please refer to the Statement of Changes in Equity included in the financial statements.

Dividend

The Board of Directors, in its meeting held on March 13, 2024, has declared Interim Dividend at the rate of 0.0001% on 1,79,22,540 - 0.0001% Cumulative Redeemable NonConvertible Preference Shares of f 100/- (Rupee One Hundred only) each and f 6/- (Rupees Six only) per equity share being 300% of face value of f 2/- (Rupee Two only) each for financial year ended March 31, 2024.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company has, accordingly, made payment of the dividend after deduction of tax at source.

The dividend recommended/paid is in accordance with the parameters and criteria as set out in the Dividend Distribution Policy which has been approved by the Board of Directors of the Company. The Dividend Distribution Policy is available at the web link https://www.patanjalifoods.com/policies/ Dividend_Distribution_Policy.pdf in terms of Regulation 43A of the Listing Regulations.

Further, Members are requested to note that, dividends if not encashed for a consecutive period of seven (7) years from the date of transfer to Unpaid/Unclaimed Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF") authority. The shares in respect of such unpaid/unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline.

Deposits

During the year under review, your Company has not accepted / renewed any deposits within the meaning of Sections 73 to 76A of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees or Investments

The Particulars of loans, guarantees or investments pursuant to section 186 of the Companies Act, 2013 are provided in the notes to the financial statements.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review, the provisions of sections 129, 134 and 136 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") for preparation of consolidated financial statements, are not applicable to your Company. Also a separate statement containing the salient features of the financial statement of subsidiaries, joint ventures and associates in Form AOC-1 is attached with this annual report.

Subsidiaries

During the year under review, there was no subsidiary of the Company. However, after closure of the financial year, the Company has formed two wholly owned subsidiary ("WOS") companies namely:

a. Contemporary Agro Private Limited

b. Rishikrishi Farming Private Limited Associate

GHI Energy Private Limited ("GHI") was an associate of the Company with the Company holding 49% of the paid-up equity share capital of GHI. However, GHI issued further equity shares on May 13, 2019 without consent of the Company as a result of which Company's equity shareholding in GHI reduced to 19.34%. On persuasion by the Company, GHI has filed a petition with Hon'ble National Company Law Tribunal, Chennai Bench ("Hon'ble Tribunal") for reduction of capital under section 66 of the Companies Act, 2013. Accordingly, pending confirmation of the Hon'ble Tribunal of the aforesaid reduction of share capital of GHI, the Company continues to hold only 19.34% in GHI. Upon approval of the capital reduction by the Hon'ble Tribunal and such capital reduction, being effective, the paid-up share capital of GHI shall stand reduced to the extent of the shares so extinguished and the original shareholding of 49% by the Company in GHI shall stand restored.

Joint Venture

Ruchi J-Oil Private Limited, a joint venture, is under voluntary liquidation from August 21,2018.

The investment of the Company in Indian Oil Ruchi Biofuels LLP, a Joint Venture, has been impaired in the books of accounts of the Company in the year 2018-19 as per the provisions of applicable Ind-AS.

Directors

There was no change in the composition of Board of Directors of the Company during the year under review.

As on March 31, 2024, following is the composition of the Board of Directors of the Company:

Key Managerial Personnel

There was no change in the Key Managerial Personnel of the Company during the year under review.

As on March 31, 2024, your Company has following key managerial personnel:

Statement on Declaration by Independent Directors

The Company has received necessary declaration from each of the independent directors confirming that he/she meets the criteria of independence as laid out in Section 149(6) of the Companies Act, 2013 read with the schedules and rules made thereunder and Regulation 16(1 )(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Listing Regulations and in the Companies Act, 2013 and possess requisite qualifications, experience and expertise and hold highest standards of integrity.

Policy on Directors' Appointment and Policy on Remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a Director and the Policy on remuneration of Directors, KMP and other employees is available at the web link https://www.patanjalifoods.com/ policies/Remuneration_and_Board_Diversity_Policy.pdf

Particulars of Employees and Related Disclosures

As prescribed under Section 197(12) of the Companies Act, 2013 ("Act") and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details are given in Annexure - I.

A statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate annexure forming part of this Report. In terms of Section 136 of the Act, the Annual Report and financial statements are being sent to the shareholders excluding the aforesaid annexure. The said annexure is available for inspection at the registered office of the Company during business hours and will be made available to any shareholder on request.

Number of Meetings of the Board

There were Six (6) meetings of the Board of Directors held during the financial year under review. For attendance and other details, please refer to the Corporate Governance Report which forms part of this Annual Report.

Performance Evaluation of the Board, its Committees and Individual Directors

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and the Listing Regulations.

The Board evaluated its performance after seeking input from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board process, information and functioning etc. The performance of the Committees was evaluated by the Board after seeking input from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc. The above criteria are as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The manner in which the evaluation has been carried out has also been explained in the Corporate Governance Report attached as Annexure to this report.

The Company has put in place a policy containing, inter- alia, the criteria for performance evaluation of the Board, its committees and individual Directors (including independent directors).

Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including internal financial controls, financial reporting by the Statutory Auditors and the reviews performed by the management and the relevant Board Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2023-24.

Accordingly, as required under section 134(3)(c) read with section 134(5) of the Act, the Board, to the best of their knowledge and ability, confirm that:

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

b. such accounting policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c. the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. the internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

f. the board has devised the proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors and their Reports Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration No.101720W/W100355) were re-appointed as the Statutory Auditors of your Company at 36^th Annual General Meeting (AGM) held on September 29, 2022, for a further period of five (5) consecutive years from conclusion of 36^th AGM till the conclusion of the 41^st AGM of the Company on such remuneration as may be recommended by the Audit Committee and mutually agreed between the Board of Directors and the Auditors plus out of pocket expenses as may be incurred.

M/s. Chaturvedi & Shah LLP, Chartered Accountants, have submitted their Report on the financial statements of the Company for the financial year ended March 31,2024, which forms part of this Annual Report. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation or comments from the Board of Directors of your Company.

Cost Auditor

The cost audit for the FY 2023-24 was undertaken by M/s. K.G. Goyal & Co., Cost Accountants (Firm Registration No. 000017). Their report does not contain any qualifications, reservations or adverse remarks and do not call for any further explanations.

Further, the Board of Directors on the recommendation of Audit Committee has re-appointed M/s. K.G. Goyal & Co., Cost Accountants (Firm Registration No. 000017) as Cost Auditor, to conduct audit of the cost accounting records of the Company for the financial year ending on March 31,2025. As required under section 148 of the Companies Act, 2013, a resolution regarding ratification of the remuneration payable to M/s. K.G. Goyal & Co., Cost Accountants, forms part of the Notice convening the 38^th Annual General Meeting of the Company.

Pursuant to provisions of section 134 of the Companies Act, 2013 read with rule 8(5) of the Companies (Accounts) Rules, 2014, it is confirmed that the Company has made and maintained the cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

Secretarial Auditor

CS Prashant Diwan, Practicing Company Secretary (FCS: 1403, CP: 1979), was appointed as Secretarial Auditor, to conduct the audit of secretarial records of the Company for the financial year ended on March 31, 2024 pursuant to section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by him in the prescribed Form MR-3 is annexed to this Report as Annexure - II.

The Secretarial Auditor has reported the following observations which are self-explanatory:

a) Regulation 38 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - The Company did not comply with Minimum Public Shareholding ("MPS") requirements as specified in Rule 19(2) and 19A of the Securities Contract (Regulation) Rules, 1957 during the period from 01.04.2023 to 14.07. 2023. The public shareholding was 19.18% instead of minimum 25%.

b) Code of Conduct of SEBI (Prohibition of Insider Trading) Regulations, 2015 - Cases were found that designated persons have traded in securities of the Company during the closure of trading window which were reported to the BSE Limited, National Stock Exchange of India Limited and Securities and Exchange Board of India ("SEBI") wherever required as envisaged under the relevant circulars issued by SEBI.

CS Prashant Diwan, Practicing Company Secretary has been re-appointed to conduct the secretarial audit of the Company for the year ending March 31,2025.

Details in Respect of Frauds Reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditor, Cost Auditor and Secretarial Auditor of your Company have not reported any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

Internal Financial Control System and their Adequacy

The internal control systems include documented policies, checks and balances, guidelines and procedures, that are supplemented by robust internal audit processes and monitored continuously through periodical reviews by management to provide reasonable assurance that all assets are safeguarded and all transactions entered into by Company are authorised, recorded and reported properly.

Internal control systems are integral to the Company's corporate governance. The internal control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliances as well as an enhanced control consciousness.

The Board/Management are of the opinion that the Company has effective internal financial control systems and policies and such controls are operating effectively. The management is taking steps for further strengthening of internal financial controls.

The Board/Management has reviewed the internal controls framework of the Company with an objective to have a robust internal control framework commensurate with the size, scale and nature of business of the Company. The management

has initiated steps to implement the robust internal control framework. This framework includes entity-level policies, processes and Standard Operating Procedures (SOP).

The details relating to internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Change in Nature of Business

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

Material Changes and Commitments Affecting the Financial Position of the Company

There have been no material changes and commitments affecting the financial position of your Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Risk Management

The Board of your Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan of the Company for identifying and mitigating various risks. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Company recognises that the emerging and identified risks need to be managed and mitigated to (a) protect its shareholders' and other stakeholders' interest; (b) achieve its business objectives; and (c) enable sustainable growth.

The details of various risks that are being faced by the Company are provided in the Management Discussion and Analysis Report, which forms part of this Report.

Details of Policy developed and implemented on Corporate Social Responsibility

In terms of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, your Company has formed ESG & CSR Committee ("ECC") to approve activities to be undertaken, expenditure to be incurred and to monitor the performance of the CSR activities undertaken by the Company.

The policy on CSR as approved by the Board of Directors is also hosted on the website of the Company and can be accessed from web link https://www.patanjalifoods.com/ policies/CSR_Policy.pdf

The CSR Project of the Company for the year 2023-24 has been implemented by Patanjali Yogpeeth Trust registered under section 12A and 80G of the Income Tax Act, 1961. It is also registered with the Ministry of Corporate Affairs vide registration no. CSR00005364 for undertaking CSR activities.

The following three projects approved by the ESG & CSR Committee and Board of Directors of the Company implemented by Patanjali Yogpeeth Trust:

Project 1 - Expansion of Patanjali Ayurved Hospital Project 2 - Upgradation of Yoga Halls of the Trust

Project 3 - Establishing Kanya Gurukulam Education Project of the Trust

Apart from above projects the ESG & CSR Committee and Board of Directors had also approved an amount of f 17.30 lakhs for construction of 200 meters drain in Vetlapalem village near Company's Factory at Peddapuram.

These activities are in accordance with Schedule VII to the Act.

The Board of Directors and the ESG & CSR Committee review and monitor from time to time the CSR activities being undertaken by the Company.

The annual report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended from time to time), is set out at Annexure - III to this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure - IV.

Share Capital

The Company has redeemed 1,79,22,540 - 0.0001% Cumulative Redeemable Non-Convertible Preference Shares of f 100/- (Rupee One Hundred only) each fully paid-up, amounting to f 17,922.54 lakhs out of the profits of the Company.

As on date of report, consequent to redemption of preference shares the capital structure of the Company is as follows:

The paid-up equity share capital of your Company is f 7,239.90 lakhs divided into 36,19,94,853 equity shares of f 2/- (Rupee Two only) each fully paid-up.

Annual Return of the Company

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on the financial year ended March 31,2024 is placed on the Company's website at https://www. patanjalifoods.com/Investors.php

Secretarial Standards

Your Company has followed Secretarial Standards as issued by The Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

Corporate Governance and Management Discussion and Analysis Report

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as set out by the Securities and Exchange Board of India ("SEBI"). Your Company has also implemented several best governance practices.

Separate reports on Corporate Governance Compliance and Management Discussion and Analysis as stipulated under Regulation 34 read with Schedule V of the Listing Regulations forms part of this Annual Report along with

the requisite certificate issued by Secretarial Auditors of your Company regarding compliance of the conditions of Corporate Governance.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report (BRSR) for the year ended March 31, 2024 as stipulated under Regulation 34 of the Listing Regulations is annexed and forms part of this Annual Report.

Employee Stock Option Plan (ESOP)

With a view to attract, retain, motivate and reward key employees of the Company for their performance and to motivate them to contribute to the growth and profitability of the Company, the Company has granted stock options to eligible employees under the PFL Employee Stock Option Plan 2023 (ESOP Scheme).

There is no material change in the ESOP Scheme during the financial year under review. The ESOP Scheme is in compliance with the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the disclosures relating to the ESOP Scheme as required under the abovementioned SEBI Regulations are available on the Company's website at www.patanjalifoods.com. The certificate of Secretarial Auditor confirming compliance of the ESOP Scheme with the Act and abovementioned SEBI Regulations is given in Annexure-V to this Report.

Particulars of Contracts or Arrangements with Related Parties

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions. The updated policy can be accessed on the Company's website at https://www. patanjalifoods.com/policies/Policy_on_Materiality_of_ Related_Party_Transactions.pdf

During the year under review, all related party transactions entered into by the Company were approved by the Audit Committee and were at arm's length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis.

Details of related party transactions entered into by the Company in terms of Ind AS-24 have been disclosed in Note No. 36 of the financial statements forming part of this Annual Report.

Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

- Audit Committee

- Nomination and Remuneration Committee

- ESG & CSR Committee

- Stakeholders Relationship Committee

- Risk Management Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the Corporate Governance section, which forms a part of this Annual Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board.

Vigil Mechanism/Whistle Blower Policy

Your Company has adopted a Vigil Mechanism/Whistle Blower Policy in terms of the provisions of Companies Act, 2013 and the Listing Regulations, to provide a formal mechanism to the Directors and employees of the Company to report their genuine concerns and grievances about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics. The policy provides adequate safeguards against victimisation of Directors and employees who avail such mechanism and also provides for direct access to the Vigilance Officer and the Chairman of Audit Committee.

The Audit Committee of the Board is entrusted with the responsibility to oversee the vigil mechanism. During the year, no personnel were denied access to the Audit Committee. The Vigil Mechanism/ Whistle Blower Policy is available on the website of the Company at https://www.patanjalifoods. com/policies/Whistle_Blower_Policy1.pdf

Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The aim of the policy is to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. All employees (permanent, contractual, temporary, trainees) are covered under the said policy.

Your company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress complaints received, if any, on sexual harassment.

The following is the summary of complaints received and disposed off during the FY 2023-24:

Application/Proceeding pending under the Insolvency and Bankruptcy Code, 2016 ("IBC")

During the year under review, no application was made under IBC by or against your Company and no proceeding is pending under IBC by or against the Company.

Disclosure on One Time Settlement

During the year under review, the Company has not entered into any one-time settlement with the banks or financial institutions who have extended loan or credit facilities to the company.

Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the Going Concern Status and Company's Operations in future

There are no significant and material orders by any regulator, court, tribunal impacting the going concern status of the Company and its operations in future.

General

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

a. Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director or Whole-time Director of the Company.

b. During the year under review, the Company has not bought back any of its securities / not issued any sweat equity shares / not issued any equity shares with differential rights.

c. There was no revision of the previous year's financial statements during the financial year under review.

Acknowledgement

The Directors take this opportunity to thank its investors, shareholders, bankers, distributors, key partners, and other service providers for their continued support. The Directors would like to convey their gratitude to Central Government, State Governments and Company's Bankers for the assistance, co-operation and encouragement they extended to the Company and look forward to their continued support.

The Directors acknowledge the valuable assistance, support and guidance given by the Securities and Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs, Registrar of Companies, Stock Exchanges and Depositories.

The Directors wish to place on record their appreciation to employees at all levels for their dedication and commitment.