Power & Instrumentation (Gujarat) Ltd

DEAR SHAREHOLDERS,

Your Directors are pleased to present the 40thAnnual report along with the Audited Financial Statements of your Company for the financial year ended on March 31, 2024.

FINANCIAL PERFORMANCE:

The Audited Financial Statements of your Company are prepared in accordance with relevant applicable Indian Accounting Standards (iND AS) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations'¹) and the relevant provisions of the Companies Act, 2013 ("Act").

The financial highlights of the Company is summarized below;

CONSOLIDATED ft In Lacs)

Note: Previous year's figures have been regrouped/ reclassified wherever necessary to correspond with the current year's classification/disclosure.

Standalone Financial Results:

• Total income 9,889 lacs in FY24 vs 9,410 lacs in FY23

• EBITDA increased by 44.39% to 1,236 lacs in FY24 vs 856 lacs in FY23

• PAT attributable to owners increased by 63.32% 589 lacs in FY24 and 361 Lacs in FY23

Consolidated Financial Results:

• Total income stood at 9,889 lacs in FY24 and 9,410 lacs in FY23

• EBIDTA increased by44.39% to 1,236 lacs in FY24 AND 856 lacs in FY23

• PAT attributable to owners increased by 63.15%...590 lacs in FY24 VS 364 lacs in FY 23

DIVIDEND:

Your Directors are pleased to recommend a Final Dividend of Rs.0.20 (Rupee Twenty Paisa) per equity share of face value of Rs.10/- each for the financial year ended on 31st March, 2024 which shall be paid out of the profits of the company for financial year 2023-24 subject to approval of members at the ensuing 40th Annual General Meeting.

The Final Dividend, subject to approval of Members at the Annual General Meeting on 30^th September, 2024, will be paid to the Members whose names appear in the Register of Members, as on the date of Book Closure/Record Date of the Company for the purpose of 40th AGM and Payment of Final Dividend.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members effective April 1, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-Tax Act, 1961.

The Record date for the purpose of the final dividend for the financial year ended March 31, 2024, is September 23, 2024.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

TRANSFER TO RESERVES:

There is no amount proposed to be transferred to the Reserves.

CHANGE OF REGISTERED OFFICE:

During the year under review, there was no change in the Registered office address of the Company.

CHANGE IN THE NATURE OF THE BUSINESS:

During the year, there is no change in the nature of the business of the Company.

PUBLIC DEPOSITS:

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY24 or the previous financial years. Your Company did not accept any deposit during the year under review.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year, the company has only one joint venture namely PIGL GEPLJV having its office at F-202 61 G-101, S G Business Flub, Nr. Gota Flyover, S G Flighway, Gota, Ahmedabad- 382470. The Company has 50% share in profits of PIGL GEPL JV. The Company does not have any Subsidiary, and associate company.

A statement containing the salient features of financial statement of our joint venture in the prescribed format AOC- 1 is appended to the financial statements of the Company.

Authorised Share Capital:

The Authorized share capital of the Company is Rs.13,00,00,000 (Rupees Thirteen Crore only) divided into 1,30,00,000 equity shares of Rs.10/- each.

Issued, Subscribed and Paid-up Capital:

The Issued, Subscribed and paid- up Capital of the Company is ^126339000/- divided into 1,26,33,900 equity shares of Rs.10/- each. During the year, the Company did not issue any shares with differential rights or convertible securities. The Company does not have any scheme for the issue of shares, including sweat equity, to its employees or directors. The Company does not have a scheme for purchasing its shares by employees or trustees for the benefit of employees.

Migration from SME board to Main board of NSE and BSE:

The Equity Shares of the Company were listed on SME platform of NSE (i.e. NSE EMERGE) and pursuant to special resolution passed through postal ballot dated 16^th February, 2023 the shares of the company are now listed on Main board of NSE and BSE w.e.f. 17^th May, 2023.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your Company has an optimum combination of Executive, Non-Executive and Independent Directors. As on the date of this report, the Board comprises of 6(Six) Directors, out of which 3 are Executive Directors, 1 is Non-executive Director and 2 are Non-Executive Independent Directors that includes one Woman Director. The Chairman of the Board is a non-executive Director.

The Board of Directors duly met 15 (Fifteen) times on 07- 04-2023,11-04-2023,18-04-2023,19-04-2023, 21-04-2023, 11-05-2023,12-05-2023,17-05-2023, 20-05-2023, 26-05-2023, 14-07-2023,11-08-2023, 04-09-2023,10-11-2023,13-02-2024 and 28-03-2024 during the year. The Composition and attendance of each Director at the Board and Annual General Meeting of each Director is mentioned in corporate governance report which forms part of this report.

a) Changes in the Board during the year:

During the year, there is no change in the Board of directors of your company. Flowever, Mr. Rucha Daga resigned from directorship of the company w.e.f. 06/05/2024. Further, Mr. Amit Uttamchandani was appointed as an additional director of the company w.e.f 06/05/2024 whose appointment was further regularized by the shareholders in the extra-ordinary general meeting of the company held on 05/08/2024.

b) Retirement by rotation:

Pursuant to the Provisions of Section 152 read with Section 149(13) of the Companies Act, 2013 and the Articles of Association of your Company, Mrs. Kavita Padmaraj Pillai (DIN: 07731925) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment.

The Board on the recommendation of the Nomination and Remuneration Committee recommends her re-appointment. As required under the SEBI Listing Regulations, 2015, particulars of Director seeking reappointment at the ensuing Annual General Meeting has been given in the notice of the 40th Annual General Meeting.

c) Declaration of Independence

Mr. Manav Rastogi and Mrs. Rucha Daga are Independent Directors of your Company during the financial year ended on March 31, 2024. Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(l)(b) of Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time being in force.

The Board is of the opinion that all Independent Directors of your Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of your Company had no pecuniary relationship or transactions with your Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board /Committee of your Company.

d) Performance Evaluation

Pursuant to the Provisions of the Companies Act, 2013and Regulation 17 of SEBI Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, performance of the Chairman, the Committees and independent Directors without Participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate meeting on 28/03/2024 without the presence of any non-independent directors and management and considered and evaluated the Board's performance, performance of the Chairman and other non- independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director.

None of your Company's directors is disqualified from being appointed as directors, as specified in Section 164(l) and Section 164(2) and Rule 14(l) of Companies (Appointment and Qualification of Directors) Rules, 2014

e) Key Managerial Personnel

As on the date of this report, the following are the key Managerial Personnel of your company:

Mr. Padmaraj Padmnabhan Pillai - Managing Director

Mr. Rohit Maheshwari - Chief Financial Officer

Mrs. Shefali Kabra - Company Secretary

f) Board Committees

As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, your board has constituted following Committees

(1) Audit Committee

(2) Nomination and Remuneration Committee and

(3) Stakeholders Relationship Committee.

A detailed note on the composition of the Committees, role and responsibilities assigned to these Committees etc. are mentioned in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, Your Directors confirm that they have:

a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures:

b. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records

in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities:

d. the annual financial statements have been prepared on a going concern basis;

e. they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and operating effectively;

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

AUDITORS:

The matters related to Auditors and their Reports are as under:

a) Statutory Auditors

In the 34^th Annual General Meeting (AGM), m/s. M A A K S, Associates (FRN: 135024W), Chartered Accountants, were appointed as Statutory Auditors of your Company for tenure of 5 years till the conclusion of the Annual General Meetinq to be held in the year 2024.

In accordance with Section 139 of the Companies Act, 2013, it is proposed to re-appoint M/s. M A A K & Associates (FRN: 135024W), Chartered Accountants, as Statutory Auditors of your Company for tenure of 5 years till the conclusion of the Annual General Meeting to be held in the year 2029. The Auditors have confirmed that they are not disqualified from continuing as Auditors of your Company and they hold a valid certificate issued by the ICAI.

The Report given by m/s. M A A K S, Associates, Statutory Auditors on the financial statement of your Company for the year 2023-24 is a part of the Annual Report.

The report of the Statutory Auditor does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditor's Report are self-explanatory and therefore do not call for any further comments.

During the financial year 2023-24, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).

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

b) Cost Auditor

As the cost audit is not applicable to your Company, therefore your Company has not appointed the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

Further, maintenance of cost records as specified by the Central Government under sub-section (l) of section 148 of the Companies Act, 2013, is not required by your Company and accordingly such accounts and records are not made and maintained,

c) Internal Auditor

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section 138 of the Companies Act 2013, has appointed Mr. Harshit Shah S. Associates, as an Internal Auditor of your Company.

d) Secretarial Auditor

Pursuant to the Provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of m/s. Vishwas Sharma S. Associates, Firm of Practicing Company Secretaries, Ahmedabad to conduct the Secretarial Audit of your Company for the financial year ended March 31, 2024. The Secretarial Audit Report for the financial year ended March 31,2024 in Form No. MR - 3 is attached as ‘Annexure A' to this report. The said report contains certain observation and qualification which are mentioned here in under.

The said report contains observation or qualification which is mentioned as below:

Annual secretarial compliance report

During the period under review, your Company has complied with the applicable Secretarial Standards notified by the Institute of Company Secretaries of India. The Company has also undertaken an audit for FY 2023-24, in line with SEBI circular no. CIR/CFD/CMD/l/27/2019 dated 8th February 2019, for all applicable compliances, in line with the SEBI Listing Regulations and circulars/guidelines. The Annual Secretarial Compliance Report is annexed as Annexure- "B"

LISTING:

The Equity Shares of your Company were listed on SME platform of NSE (i.e. NSE EMERGE). However, during the year, your company passed special resolution through postal ballot dated 16th February, 2023 and migrated to Main board of NSE and BSE w.e.f. 17th May, 2023. Your Company is regular in payment of listing fees to the Stock Exchange i.e. NSE and BSE.

Script Code: 543912 (BSE)

Company Symbol: PIGL (NSE)

DEMATERIALIZATION OF SHARES:

As on March 31,2024, there were 124.439 lacs Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 98.50% of the total issued, subscribed and paid-up capital of your Company.

ISIN INE557Z01018.

A. CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy:

Nil

ii. the steps taken by the company for utilizing alternate sources of energy: None

iii. the capital investment on energy conservation equipments: Nil

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption: None

ii. the benefits derived like product improvement, cost reduction, product development or import Substitution: None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-Nil

a) The details of technology imported: None

b) The year of import: N.A.

c) Whether the technology been fully absorbed: N.A.

d) If not fully absorbed, areas where absorption has not taken place, and the reasonsthereof: N.A

e) The expenditure incurred on Research and Development: Nil

C.FOREIGN EXCHANGE EARNING &OUTGO:

i. Foreign Exchange Earning: Nil

ii. Foreign Exchange Outgo: Nil

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

Your Company had not given any loan or guarantees or provided any security nor made any investments covered under Section 186 of the Companies Act, 2013 during the year ended on March 31,2024.

ANNUAL RETURN:

Pursuant to Section 134(s)(a) of the Act, the draft annual return as on March 31,2024 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the link https:// poweHnstrumontati.Qn.grouppower.org/.

COMPLIANCE:

Your Company has complied with the mandatory requirements as stipulated under the SEBI Regulations as and when applicable from time to time. Your Company is regular in submitting and complying with all the mandatory and event based disclosures and quarterly report to the stock Exchange as per SEBI Regulations within the prescribed time limit.

GREEN INITIATIVE:

The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies and has issued Circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members.

As a responsible corporate citizen, Your Company welcomes and supports the 'Green Initiative' undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report, amongst others, to shareholders at their e-mail address previously registered with the DPs and RTAs. Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the RTA.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) read with Paragraph B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, the detailed Management's Discussion and Analysis Report is given as an Annexure "C" to this report.

VIGIL MECHANISM/WHISTLER BLOWER POLICY:

In accordance with the provisions of the Companies Act, 2013, read with the Companies (Meeting of Board and its Powers) Rules, 2014 and SEBI Listing Regulations, every listed Company is required to have a vigil mechanism for the directors, employees and stakeholders to report their genuine concerns and grievances.

The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the Listing Regulations, framed a 'Whistle Blower Policy and Vigil Mechanism'. The Policy has been framed with a view to provide a mechanism, inter alia, enabling stakeholders including Directors, individual employees of your Company and their representative bodies to freely communicate their concerns about illegal or unethical practices and to report genuine concerns or grievances as also to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct.

The Whistle Blower Policy was reviewed by the Board during the year under review to ensure its continued relevance and to align it with changes in applicable law and regulations. During the financial year ended March 31, 2024, no Whistle Blower complaints were received from the employees and Directors of your Company. Further, no employee or Director was denied access to the Audit Committee or its Chairman. The Whistle-Blower Policy is available on your Company's website at https://power-instrumentation.grouppower.org/

POLICY OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. Your Company has in place a robust policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

The Internal Complaints Committee (iCs) has been set up to redress complaints received regarding sexual harassment.

It provides a safe haven to all women, including its regular, outsourced employees and visitors.

The composition of Internal Complaints Committee is as follows:

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with respect to FY 2023-24 is as under:

a. Number of complaints pending at the beginning of the financial year - Nil

b. Number of complaints filed during the financial year - Nil

c. Number of complaints disposed of during the financial year - Nil

d. Number of complaints pending as on end of the financial year - Nil

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Your Company has distinct and efficient Internal Control System in place. It has a clearly defined organizational structure, manuals and standard operating procedures for its business units and service entities to ensure orderly, ethical and efficient conduct of its business. The Company's internal control system ensures efficiency, reliability, completeness of accounting records and timely preparation of reliable financial and management information. It also ensures compliance of all applicable laws and Regulations, optimum utilization and safeguard of the Company's assets.

The adequacy of internal control systems is assessed through reviews conducted by the Internal audit, statutory auditor, and management. The Audit Committee collaborates with these entities to identify weaknesses or deficiencies and recommends improvements to the management, ensuring effective implementation. These controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance note on Audit of Internal Financial Controls over financial reporting issued by the Institute of Chartered Accountants of India. Based on the results of such assessments carried out by the management, no reportable or significant deficiencies, no material weakness in the design or operation of any control was observed. Nonetheless, your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly. Regular audits and review processes ensure that such systems are re-enforced on an ongoing basis.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

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

STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT:

Risk management is an ongoing process and your Company has established a comprehensive risk management framework with the vision to integrate risk management with its overall strategic and operational practices in line with requirements as specified in SEBI Listing Regulations.

The primary objective is to ensure sustainable and stable business growth supported by a structured approach to risk management. The risk management framework includes designing, implementing, monitoring, reviewing and constantly improving the risk management procedures for the organization.

The Company is prone to various risks such as technological risks, strategic risks, operational risks, health, safety and environmental risks, financial risks as well as compliance 8. control risks. These risks can have a material adverse impact on the implementation of strategy, business performance, results, cash flows and liquidity, stakeholders' value and of course on reputation.

COMPLIANCE WITH THE CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL:

All Directors and senior management personnel have affirmed compliance with the Code of Conduct for the Board of Directors and Senior Management Personnel. A declaration to that effect is attached to the Corporate Governance report.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

Your Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

VARIOUS POLCIES OF THE COMPANY:

In accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015and the Companies Act,

2013 your Company has formulated, implemented various policies. All such Policies are available on Company's website https://power-instrumentation.grouppower.org/ under the Policies sub-caption of the Investor Caption. The policies are reviewed periodically by the Board and updated based on need and requirements.

CORPORATE GOVERNANCE:

Your Company has been complying with the principals of good Corporate Governance over the years and is committed to the highest standards of compliance. Transparency is the cornerstone of our company's philosophy, and your Company adheres to all corporate governance requirements in letter and spirit. All the Committees of the Board of Directors meet regularly as required in terms of SEBI Listing Regulations. The Board of Directors has taken the necessary steps to ensure compliance with statutory requirements. The Company's Directors, Key Management Personnel, and Senior Management Personnel have complied with the approved 'Code of Conduct for Board of Directors and Senior Management Personnel'. According to schedule V of the SEBI Listing Regulations, a declaration to this effect, signed by the Managing Director and CEO of the Company, forms part of the Annual Report.

The Report on Corporate Governance, as required under Regulation 34(3), read along with Schedule V of the SEBI Listing Regulations, is given in Annexure "D'¹. The Auditors' Certificate on compliance with corporate governance norms is also attached to this Report. Furthermore, as required under regulation 17(8) of the SEBI Listing Regulations, a certificate from the Managing Director 8, CEO and Director- Finance 8 CFO is annexed to this Report.

PARTICULARS REGARDING EMPLOYEES:

Your Company has no employees, who draws the remunerations in excess of limits specified in Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act and the Rules framed thereunder is enclosed as ‘Annexure E' to this report.

Further, we confirm that no employee employed throughout the financial year or part thereof received remuneration in the financial year that, on the aggregate, was more than that drawn by the Managing Director and Whole-Time Directors and holds by himself or along with his spouse and dependent children more than 2 per cent of the equity shares of your Company.

The Managing Director and CEO, and Whole-Time Directors of your Company have not received any remuneration or commission from any of the subsidiary companies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All related party transactions which were entered into during the financial year were on an arm's length basis and in the ordinary course of business.

The details of related party transactions are annexed to this Board Report in Form AOC-2 and marked as "Annexure - F" to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) AND DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL INITIATIVES:

The provisions of section 135? of Companies Act 2013 related to Corporate Social Responsibility for the FY 2023-24 is not applicable to the company. Therefore the company has not constituted CSR committee.

Further. The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135? of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

Other Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of these nature during the year under review: ^{1 2 3 4 5 6 7}

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of your Company under any scheme save and except ESOPs referred to in this Report.

4. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and your Company's operation in future

5. Neither the Managing Director nor the Whole-time Directors of your Company receive any remuneration or commission from any of its subsidiaries.

6. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(s)(c) of the Companies Act, 2013).

7. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

8. One time settlement of loan obtained from the Banks or Financial Institutions.

ENCLOSURES:

The following are the enclosures attached herewith and forms part of the Director's Report:

a. Annexure A: Secretarial Auditors Report in Form No. MR- 31

b. Annexure B: Secretarial Compliance Report

c. Annexure C: Management Discussion and Analysis Report:

d. Annexure D: Corporate Governance Report

e. Annexure E: Details of personnel/particulars of employees:

f. Annexure F: Form AOC-2 (Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (l) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto)

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve risks and uncertainties.

When used in this Report, the words "anticipate", "believe", "estimate", "expect", "intend", "will", and other similar expressions as they relate to the Company and/or its businesses are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events, or otherwise. Actual results, performance, or achievements may differ materially from those expressed or implied in such forward- looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as on their dates. This Report should be read with the financial statements and notes included herein.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow. They would also like to thank the Company's customers, employee unions, shareholders, dealers, suppliers, bankers, government agencies, and all stakeholders for their cooperation and support, and their confidence in the management.