Rajshree Polypack Ltd

Dear Members,

RAJSHREE POLYPACK LIMITED

The Board of Directors ("Board") have pleasure in submitting the 13^th Annual report of the business and operations of your Company, along with the audited financial statements, for the financial year ended March 31,2024.

1. FINANCIAL RESULTS

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("Act") read with the Companies (Accounts) Rules, 2014.

The financial statements for the financial year ended March 31,2024 and March 31,2023 are Ind AS compliant.

The financial highlights of your Company for the year ended March 31,2024 are summarized as follows:

(Rs. In Lakhs)

2. AMOUNT PROPOSED TO BE CARRIED TO ANY RESERVES

The Company does not propose to carry any amount to general reserve.

3. FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS

Your Company is a market leader in Rigid Thermoformed Packaging Products and has worked hard to maintain its position in this field. The fiscal year 2023-24 was yet another difficult year due to geopolitical unrest, which caused unprecedented price volatility in raw materials and an inflationary climate. Despite these obstacles, the Company has achieved substantial revenue growth in the said financial year.

Our financial performance for the year 2023-24 is as follows:

• Revenue from operation has increased to ' 27,439.15 Lakhs in financial year 2023-24 as compared to ' 25,219.24 lakhs in financial year 2022-23. The year on year ("Y-O-Y") growth is 8.80%.

• Earnings Before Interest Depreciation Tax and Amortization ("EBITDA") has increased to ' 3,671.03 Lakhs in financial year 2023-24 as compared to ' 3,548.69 lakhs in financial year 2022-23. The Y-O-Y growth is 3.45%.

The Company is engaged in the business of manufacturing of barrier plastic rigid sheets, semi rigid sheets for FFS application and thermoformed primary packaging products & injection molded products for dairy, food and beverages industry;

4. FINANCE

4.1 Your Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through a process of continuous monitoring.

4.2 Rating

The Company's bank facilities are rated by CRISIL Ratings Limited ("CRISIL"). There is no change in the ratings of the Company. CRISIL has reaffirmed its ratings on the bank facilities of the Company as under:

4.3 Deposits

No public deposits as defined under chapter V of the Act have been accepted by the Company during the year under review.

4.4 Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.

5. MODERNIZATION AND OTHER CAPITAL PROJECTS

Various modernization and de-bottlenecking actions were carried out by your Company throughout the fiscal year 2023-24.

• Extrusion capacity of the Company has increased by 1,800 MT from 18,200 MT of the FY 2023 to 20,000 MT of the FY 2024 and further printing capacity has increased by 160 Mn Pcs from 940 Mn Pcs of the FY 2023 to 1100 Mn Pcs of FY 2024 by improving it's technical feature and strategy.

• Replaced obsolete forming equipment with new machines with robotic packing features, which reduced human interaction and maintained product hygiene.

• The Company has installed a machine forThermoforming by which the capacity has increase by 500 MT from 8770 MT of FY 2023 to 9,270 MT of the FY 2024.

6. JOINT VENTURE /SUBSIDIARIES

As on March 31, 2024, your Company has 1 (one) Joint Venture- Olive Ecopak Private Limited ("JV Company"). The highlights of the financial performance of the JV Company for the financial year 2023 - 24 are disclosed in form AOC - 1, which annexed herewith as "Annexure I" to the Directors' Report.

The Company has no subsidiary and associate company, as on March 31,2024.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The detailed review of the operations, state of affairs, performance and outlook of the Company and its business as stipulated under Regulation 34 of the SEBI Listing Regulations, is presented in a separate section forming part of the Annual Report under the head ‘Management Discussion and Analysis'.

8. EMPLOYEE STOCK OPTION PLAN("ESOP")

Equity based compensation is an integral part of employee compensation across sectors which enables alignment of personal goals of the employees with organizational objectives by participating in the ownership of the Company through share-based compensation scheme/plan.

Your Company believes in rewarding its employees for their continuous hard work, dedication and support, which has led the Company, on the growth path.

In line with the aforesaid, the shareholders of the Company on August 4, 2022 approved Rajshree Polypack Limited- Employee Stock Option Plan 2022 ("RPPL ESOP 2022"), wherein the Company provided for the creation and issue of 5,63,000 options that would eventually convert into equity shares of Rs. 10/- each in the hands of the Company's employees.

RPPL ESOP 2022 is in accordance with the SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 including any amendments thereto ("SEBI Guidelines/ Regulations").

The Company had made a grant of 3,900 options, which was approved by Nomination & Remuneration Committee in their meeting held on October 31,2023.

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the RPPL ESOP-2022 in accordance with the SEBI Guidelines/ Regulations.

Requisite disclosures as required under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is annexed to this Annual Report as ‘Annexure II'.

The Secretarial Auditors' Certificate would be placed at the forthcoming AGM pursuant to Regulation 13 of the said Regulations. Grant wise details of options vested, exercised and cancelled are provided in the notes to the standalone financial statements.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

9.1 Retirement by rotation

At the 13^th Annual General Meeting ("AGM") of the Company and in accordance with the applicable provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Naresh Radheshyam Thard shall be liable to retire by rotation and being eligible, offers himself for reappointment.

Necessary resolution for his re-appointment is included as Item No. 2 in the AGM Notice (which will be placed in next Board Meeting), for seeking approval of the members of the Company.

A brief resume of the Director proposed to be re-appointed is given as an "Annexure A" in the AGM Notice (which will be placed in next Board Meeting).

9.2 Appointment and Resignation of Directors

(i) Mr. Pradeep Kumar Gupta (DIN: 08335342), has completed his first term of 5 (five) consecutive years as an Independent Director of the Company on January 24, 2024 and consequently, he ceases to be an Independent Director of the Company w.e.f. the close of business hours on January 24, 2024.

9.3 Independent Directors (A statement on declaration given by independent directors under sub-section (6) of section 149 of the Act)

In accordance with the provisions of Section 149(7) of the Act, Mr. Rajesh Satyanarayan Murarka, Mr. Praveen Bhatia and Ms. Yashvi Shah, Independent Directors of the Company as on March 31, 2024 have given their declarations to the Board that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1) (b) and Regulation 25 of the SEBI Listing Regulations and are qualified to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

Further, the Independent Directors have confirmed that they have included their names in the Independent Director's databank maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of strategy, planning and execution, management and leadership, functional and managerial experience, legal and risk management, corporate governance systems and practices, finance, banking and accounts and they hold highest standards of integrity.

During the year 2023-24 a separate meeting of Independent Directors was held on March 26, 2024, without the presence

of executive directors or management representatives and the following matters were discussed:

• the performance of non-Independent directors and the Board as a whole;

• the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors; and

• assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

9.4 Key Managerial Personnel (KMPs)

Pursuant to the provisions of sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following are the KMPs of the Company as on 31st March, 2024:

9.5 Board Effectiveness

9.5.1 Independent Directors' Familiarization Policy

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Board has framed a policy to familiarize the Independent Directors about the Company titled ‘Familiarization Programme for Independent Directors' ("Familiarization Policy"). The Familiarization Policy is available on the website of the Company at the weblink: https://rajshreepolypack. com/wp-content/uploads/2021/09/Familiarization- Programme-for-Independent-Directors.pdf

The Familiarization Policy of the Company seeks to familiarize all new Independent Directors with the working of the Company, their roles, rights and responsibilities with respect to the Company, the industry in which the Company operates, business model, etc.

9.5.2 Board Evaluation

The evaluation of all directors, committees of the Board, Chairman and the Board as a whole was carried out by the Board itself, as per the provisions of the Act and SEBI Listing Regulations.

The evaluation was conducted based on the criteria and framework adopted by the Board. The evaluation parameters and the process has been explained in the Corporate Governance Report.

9.5.3 Criteria for selection of Directors, KMPs and Senior leadership positions and their remuneration

On the recommendation of the Nomination and Remuneration Committee, the Board of the Company has adopted a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The policy is available on the Company's website at the web-link: http://rajshreepolypack.com/demo/ wp-content/uploads/2023/03/NRC-Policy.pdf

The policy contains, inter-alia, principles governing Directors', KMPs, Senior Management Personnel appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Directors, etc.

9.5.4. Committees of the Board

As on March 31, 2024, the Board had 5 (five) committees- Audit Committee ("AC"), Nomination and Remuneration Committee ("NRC"), the Corporate Social Responsibility Committee ("CSR Committee"), the Stakeholders' Relationship Committee ("SRC"), the Executive Committee ("EC") (the AC, NRC, CSR Committee, SRC and EC are collectively referred to as "Committees").

During the year, all recommendations made by the Committees were approved by the Board. A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report, which forms part of the Annual Report.

10. MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD

During the financial year 2023-24, 7 (seven) Board meetings were convened. The details of Board and Committee meetings held during the year under review, are given in the Corporate Governance Report, forming part of this Annual Report. The gap between these meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

11. AUDIT COMMITTEE

During the financial year 2023-24, 6 (six) Audit Committee meetings were convened. The details pertaining to the composition of the Audit Committee is given in the Corporate Governance Report, forming part of the Annual Report. The Board has accepted all recommendations of the Audit Committee during the year under review.

12. PARTICULARS OF CONTRACTS WITH RELATED PARTIES/ RELATED PARTY TRANSACTIONS

In accordance with the relevant provisions of the Act and rules framed thereunder and Regulation 23 of the SEBI Listing Regulations, the Company has in place a Related Party Transaction ("RPT") Policy. All related party transactions ("RPT") entered into during the financial year 2023-24 were in accordance with the Company's RPT Policy and on an arms' length basis and in the ordinary course of business. All RPTs are placed before the Audit Committee and the Board for approvals.

As required under the Act, the prescribed Form AOC-2 is appended as "Annexure III" to the Directors' Report.

Your Company did not enter into any material RPTs during the year under review.

The RPT Policy as approved by the Board is uploaded on the Company's website and is available at the web-link: http:// rajshreepolypack.com/wp-content/uploads/2023/03/RPT- Policy-14.02.2022.pdf

13. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company remains committed to improve the effectiveness of internal financial controls and processes which would help in efficient conduct of its business operations, ensure security to its assets and timely preparation of reliable financial information. The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board. The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly. The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets. The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Statutory Auditors and the Internal Auditors are invited to attend the Audit Committee Meetings and present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any. There are no observations of Statutory Auditors as well as Internal Auditors.

14. AUDITOR

14.1 Statutory Auditor-

The first term of 5 consecutive years of the Statutory Auditors M/s. MSKA & Associates, Chartered Accountants (ICAI Firm Registration No. 105047W) shall end at the conclusion of ensuing Annual General Meeting. Since M/s. MSKA & Associates has intimated about their non-availability for reappointment as Statutory Auditors of the Company for the second term of 5 consecutive years, the Company has approached M/s. Singrodia & Co. LLP, Chartered Accountants (Firm Registration No. W100280) for the said purpose.

M/s Singrodia & Co. LLP is one of India's leading professional advisory firms, providing assurance, taxation, regulatory advisory and transaction advisory services to a wide range of local as well as multinational clients. The firm has a unique blend of experts in the field of taxation and audit to enable discovery of tax omissions & evasion. The firm assists the clients at each stage of their journey from set up to growth, to stabilisation and beyond. The firm offers host of services ranging in the spectrum of Audit and Assurance, Domestic and International Tax, Transfer Pricing, Indirect Taxes, Mergers Acquisition services, FEMA, Due Diligence Business

Transaction Advisory etc. The firm has rich experience to serve Large Corporates, Small and Medium Enterprises (SMEs) and Owner Managed Businesses.

The Audit Committee and Board of Directors of the Company in its ensuing meeting respectively shall consider the matter of appointment of M/s Singrodia & Co. LLP as Statutory Auditors, subject to the approval of shareholders, from the conclusion of ensuing Annual General Meeting till the conclusion of 18^th Annual General Meeting to be held in the year 2029. The appointment of M/s Singrodia & Co. LLP as Statutory Auditors for the said period in accordance with the provisions of Section 139 of the Companies Act, 2013 and rules made there under at such remuneration as shall be fixed by the shareholders.

14.2 Secretarial Auditor-

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Nishant Bajaj & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year ended March 31,2024. The Secretarial Audit Report for the financial year ended March 31, 2024 is enclosed to this report as "Annexure IV". The Secretarial Audit Report is self-explanatory and thus does not require any further comments.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.

In addition to the above and pursuant to SEBI circular dated February 8, 2019, a report on Secretarial Compliance for the financial year 2023-24 has been submitted to the National Stock Exchange of India Limited.

14.3 Cost Auditor-

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company are required to be audited. The Board on the recommendation of the Audit Committee, has appointed M/s. V.J. Talati, Cost Accountants bearing Firm Registration Number: R00213 to audit the cost records relating to the Company's units for the financial year ending on March 31, 2025, at a remuneration as specified in the Notice convening the 13^th AGM. (refer Item No. 4) .

As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking members' ratification for the remuneration payable to M/s. V.J. Talati, Cost Accountants is included at Item No. 4 of the Notice convening the 13^th AGM.

14.4 Internal Auditor-

The Board, upon the recommendation of the Audit Committee, has re-appointed M/s. ProDigy Consultancy firm, as the Internal Auditor of the Company for financial year 2024-2025.

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

The details regarding 'energy conservation, technology absorption and foreign exchange earnings and outgo' as required under Section 134(3)(m) of the Act read with rule 8(3) of the Companies (Accounts) Rules, 2014 are mentioned below:

A. CONSERVATION OF ENERGY-

i) Steps taken or impact on conservation of energy:

• The Company has change the piping and Pump Tank System of Chillers and Cooling Towers resulting in the reduced energy consumption of the chiller load. Presently One installed Chiller is idle (65TR) out of the total (403TR). This resulted in reduction of 5 Lakh units per year (power savings)

• By removing 12 pumps from the system we have reduced energy consumption by 3,50,000 Units per Year.

ii) The steps taken by the company for utilizing alternate sources of energy:

Your Company generated 4,11,470 units from another source, namely solar rooftop, which saved about 80,100 deforestation.

Because of the aforesaid actions, total carbon emissions from all Units were reduced by 1669 tonnes.

iii) The capital investment on energy conservation equipment: ' 50 Lakhs.

B. TECHNOLOGY ABSORPTION-

Your Company continued its Research & Development efforts in technologies, designs & development and products to augment its growth. The focus is on developing new combinations of materials for enhancing the functional performance of the packaging material and aesthetics. Company work very closely with the Product - Packaging Development teams of our customers, contributing to their efforts in creating the desired packaging solutions.

a. The efforts made towards technology absorption:

(i) Throughout the year, the Company experimented with IML technology.

(ii) Replaced outdated thermoforming machines with new thermoforming equipment with robotic packing features, decreasing human interaction and maintaining product hygiene.

b. The benefits derived like product improvement, cost reduction, product development or import substitution.

i) The Company can enhance product quality and hygiene by implementing a new thermoforming equipment.

c. Details of expenditure on Research and Development during the year under review is as under:

Your Company operates in an industry which requires continuous technology upgradation for manufacturing products and research activities to stay ahead of the market. During the financial year 2023-24, your Company has incurred an expenditure of ' 1.81 Lakhs on Research & Development.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

16. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. The Report on Corporate Governance as stipulated under Regulation 27 of the SEBI Listing Regulations forms part of this report as "Annexure V". The Company is in full compliance with the requirements and disclosures made in this regard. The requisite certificate from M/s. Nishant Bajaj & Associates, Company Secretaries in Practice, confirming compliance of the Corporate Governance requirements is annexed to the Corporate Governance Report, forming part of this Directors' Report.

17. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of section 135 of the Act and the rules made thereunder, your Company has constituted a Corporate Social Responsibility Committee. ("CSR Committee") The role of the CSR Committee is to formulate an annual action plan in pursuance of CSR policy and review CSR activities of the Company periodically and recommend to the Board amount of expenditure to be spent on CSR annually. The CSR policy of the Company, inter alia, provides for CSR vision of the Company including proposed CSR activities and its implementation, monitoring and reporting framework.

Your Company has adopted a CSR Policy for the Company which provides a broad framework with regard to implementation of CSR activities to be carried out by the Company in accordance with Schedule VII of the Act. The CSR Policy is available on the Company's website at the web-link: http://rajshreepolypack.com/wp-content/uploads/2023/03/ Amended-CSR-Policy-RPPL.pdf

During the financial year 2023-24, your Company has spent Rs. 28.50 Lakhs towards CSR activities. Your Company's key objective is to make a difference to the lives of the underprivileged and local communities and is committed to CSR engagement. An Annual Report on CSR activities undertaken by the Company during the financial year 2023-24 is annexed herewith as "Annexure VI" Corporate Overview Statutory Reports.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Company's Code of Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.

The Whistle Blower Policy is available on the Company's website at the weblink: https://www.rajshreepolypack.com/ wp-content/uploads/2023/03/Whistle-blower-Policy.pdf

19. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has been widely communicated internally. Your Company has constituted 'Internal Complaints Committee' to redress complaints relating to sexual harassment at its workplaces. The Company has not received any complaints relating to sexual harassment during financial year 2023-24.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During the year under review, there are no significant or material orders passed by the regulators or courts or tribunals impacting the Company's going concern status and its future operations.

21. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return as on March 31,2024 is available on the website of the Company and can be accessed at www.rajshreepolypack.com.

22. INFORMATION PURSUANT TO SECTION 197(12) OF THE ACT

Disclosures pertaining to remuneration and other required information pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Companies Remuneration Rules"), in respect of employees of the Company, is provided herewith as "Annexure VII" and forms part of the Directors' Report. However, as per the second proviso clause to Rule 5(3) of the Companies Remuneration Rules, the statement pertaining to details of top 10 (ten) employees in terms of remuneration shall be made available

to any shareholder on a specific request made by him/her in writing before the AGM date.

23. COMPLIANCE OF ACCOUNTING STANDARDS

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

24. COMPLIANCE OF SECRETARIAL STANDARDS

During the year, your Company has complied with the Secretarial Standards (SS-1 and SS-2), issued by the Institute of Company Secretaries of India and forming part of the Act, on meetings of the Board of Directors and General Meetings.

25. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3)(c) of the Act, the Board of Directors ("Board") , to the best of their knowledge and belief confirm as under:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. The Board had selected appropriate such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year March 31, 2024 and of the Profit and Loss of the Company for the financial year ended March 31,2024;

iii. The Board had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Board had prepared the annual accounts on a going concern basis;

v. The Board had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

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

26. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, of any instances of fraud committed against the Company by its officers or employees, as required under Section 143(12) of the Act.

27. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE

FINANCIAL YEAR AND DATE OF THE REPORT

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

28. CHANGE IN THE NATURE OF COMPANY'S BUSINESS

There has been no change in the nature of business of the Company.

29. RISK MANAGEMENT POLICY

The provisions of Regulation 21 (Risk Management Committee) of the SEBI Listing Regulations do not apply to our Company. However, pursuant to Regulation 17(9) of the SEBI Listing Regulations, the Company has implemented a Risk Management framework which is comprehensive in nature, providing guidance on identification and mitigation of the various risks that the Company may face in the conduct of its business.

The specific objectives of this framework are:

• To identify and assess various business risks arising out of internal and external factors that affect the business of the Company;

• To work out methodology for managing and mitigating the risks;

• To establish a framework for the Company's risk management process and to ensure its implementation;

• To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices; and

• To assure business continuity, sustained growth with financial stability.

30. SHARE CAPITAL

The details of Share capital of the Company is as under:

* The Company has increased the Authorised Share Capital

twice in the following manner

a. Increase in Authorised Share Capital from Rs. 12,50,00,000/- to Rs. 15,00,00,000/- in Extra Ordinary General Meeting held

on November 8, 2023

b. Further, Increase in Authorised Share Capital from Rs. 15,00,00,000/-to Rs. 40,00,00,000/- vide Postal Ballot Notice dated January 17, 2024.

• Pursuant to a resolution passed by the Board of the Company by way of circulation for allotment of shares and convertible warrants on December 11,2023 which are as follows:

• 7,75,000 equity shares of the Company on preferential basis at a price of ' 209 per equity share (including share premium of ' 199 per equity share), aggregating to ' 1619.75 Lakhs.

• 3,00,000 Convertible Warrants which shall be converted into Equity shares in future date (25% amount is received by the Company) at a price of ' 209 per equity share (including share premium of ' 199 per equity share), aggregating to ' 627 Lakhs.

• Out of 7,75,000, 10,000 Equity shares were not listed and traded as on March 31, 2024.

The Company allotted the 2,28,98,000 and 15,30,000 Bonus shares in the ratio of 2:1 to the shareholders post approval of the shareholders vide postal ballot notice dated January 17, 2024. Further, as on 31^st March 2024, 20,000 Bonus shares which were earlier kept in abeyance, are yet to be allotted after the approval from National Stock Exchange.

31. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from various stakeholders including financial institutions and banks, Government authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your Directors take this opportunity to place on record their appreciation for the committed services rendered by the employees of the Company at all levels, who have contributed significantly towards the Company's performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.