Sunil Agro Foods Ltd

1 FINaNCIaL RE^SULTS: (Rs. in Lakhs)

Your Company continued to perform well during the year. The Company has been awarded the best copacking facility in India. Overall business improved satisfactorily with the Chakki Atta volume going up. During the year under review, the highest volatility has been seen in wheat prices because of the Ukraine war, resulting in scarcity of wheat and high prices. Due to decrease in exports, the price of wheat increased by Rs.35/kg from Rs.25/kg. However, subsequently the Government brought down the prices from Rs.35/kg to Rs.25/kg. The Company has associated General Mills for business with launch of manufacturing of rava. In this regard, the rava business has not turned up as expected. Further, the Company is working with General Mills to develop other business portfolios.

The Shareholders may note that there is increase in the revenue from Sales and Services to Rs. 22,904.85 Lakhs in the current year as compared to Rs. 21,008.99 Lakhs in the previous year due to reasons as mentioned above. Profit has decreased to Rs. 87.58 Lakhs in the current year compared to Rs. 89.04 Lakhs in the previous year.

Your Company has been facing competition from other players in the same space. Immense experience of the operating team at the factory helped the Company to achieve better performance. Rationalization of various inputs, expenditures and other resource allocation has been continuously followed.

Pursuant to the provisions of Regulation 15(2) of SEBI (LODR) Regulations, 2015, Compliance with Corporate Governance provisions as specified in the Regulations 17 to 27 and clause (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V shall not apply to listed entities having Paid-up Equity Share Capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs. 25 Crores as on the last date of previous financial year.

The Company falling under the specified limits of the above Regulation, requirement of giving Corporate Governance Report in Annual Report as per the Para C of the Schedule V is exempted to the Company and hence not required to be prepared.

a. Industry outlook and developments:

The Shareholders are aware that the food processing industry in India is large and is growing exponentially. Being in high growth sector, the opportunities for development of this business are very high. The Government of India has been instrumental in the growth and development of the food processing industry. The Government through the Ministry of Food Processing Industries (MoFPI) is infusing all efforts to encourage investments in the business. This sector is among the few that serves as a vital link between the agriculture and industrial segments of the economy. A thrust to the food processing sector implies significant development of the agriculture sector and ensures value addition to it.

b. Business Overview:

The Company has achieved a turnover of Rs. 22,904.85/- Lakhs (previous year Rs. 21,008.99 /- Lakhs) for the financial year ended 31.03.2024 with a net profit of Rs. 87.58/- Lakhs (previous year Rs. 89.04 /- Lakhs).

c. Opportunities: Your Company's production capacity increased from 150 to 250 tonnes per day thereby resulting in increase in productivity, quality and acceptance in the market. There is bulk supply of whole wheat flour in silos in tankers to various suppliers.

d. Outlook: Your Company will take all steps to improve the business and enhance the value add to all the stakeholders.

e. Internal Control System:

The Company has an effective control system to commensurate with its operations. The Company has internal audit system through outside agency with qualified Chartered Accountant, carries out the audit based on a planned program. The audit also reviews the adequacy and effectiveness of the internal control system and the follow up action taken pursuant to audit observation.

f. Human Resource Development:

The Company conducts regular training programs both internally and externally for Employees at all levels to improve the skills and overall development. Employees' relations at all the levels continue to remain cordial.

There were no material changes and commitments which occurred, affecting the financial position of the Company between 31^st March, 2024 and the date on which this report has been signed.

There were no changes in the nature of business during the year under review as prescribed in Rule 8(ii) of the Companies (Accounts) Rules, 2014.

There are no material changes after 31^st March, 2024 till the signing of this Report.

Your Directors do not recommend any dividend for the year under review.

During the financial year the Company has not transferred any amount to the Reserves.

The Authorized Equity Share Capital of the Company as on 31^st March, 2024 was Rs. 3,50,00,000 /- (Rupees Three Crores Fifty Lakhs Only) divided into 35,00,000 (Thirty Five Lakhs) Equity Shares of Rs. 10 /- (Rupees Ten Only) each.

The Paid up Equity Share Capital of the Company as on 31^st March, 2024 was Rs. 3,00,29,000 /- (Rupees Three Crores Twenty Nine Thousand Only) divided into 30,02,900 (Thirty Lakhs Two Thousand Nine Hundred) Equity Shares of Rs. 10 /- (Rupees Ten Only) each.

During the financial year under review, the Company has not issued shares with differential voting rights nor granted Stock Options nor Sweat Equity.

Capital Investments during the Financial year 2023-24 was at Rs. 30.06 Lakhs (Net of capital work-in progress and capital advances).

Since the Company does not meet the criteria for the applicability of Section 135 of the Companies Act read with the Companies (Accounts) Rules, 2015, this clause is not applicable.

The Company has formulated a Risk Management Policy and a mechanism to inform the Board about risk assessment and mitigation procedures. The Company also undertakes periodical review to ensure that executive management controls risks by means of a properly designed framework.

The Company has a Whistle Blower Policy for vigil mechanism pursuant to the provisions of Sections 177(9) and (10) of the Companies Act, 2013 and as per Regulation 4(2)(d)(iv) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 which is available on website of the Company at http://sunilagro.in/wp-content/uploads/2019/08/whistle-blower-policy.pdf and there were no cases reported during last year.

The Company does not have any Subsidiary, Joint Venture or Associate Company.

The Company continued to maintain high standards of internal control designed to provide adequate assurance on the efficiency of operations and security of its assets. The adequacy and effectiveness of the internal control across various activities, as well as compliance with laid-down systems and policies are comprehensively and frequently monitored by your Company's management at all levels of the organization. The Audit Committee, which meets at-least four times a year, actively reviews internal control systems as well as financial disclosures with adequate participation, inputs from the Statutory, Internal and Corporate Secretarial Auditors.

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return in MGT-7 is placed on the website of the Company i.e., www.sunilagro.in.

Your Company has not invited/accepted/renewed any deposits from the public as defined under the provisions of Companies Act, 2013 and accordingly, there were no deposits which were due for repayment on or before 31^st March, 2024.

Opportunities are being looked into for undertaking any commercial activities.

During the financial year 2023-24, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Pramod Kumar S (DIN: 00719828) Director, retires by rotation at the forthcoming Annual General Meeting and is eligible for re appointment.

The following is the composition of the Board of Directors and Key Managerial Personnel as on 31^st March, 2024:

Ms. Anchal Sethia resigned from the Office of Company Secretary on 30.04.2023. Mrs. Chandralika Sharma was appointed as the Company Secretary and Compliance Officer on 27.05.2023. Ms. Manvi Jain and Mr. Nikhil Murthy who have been appointed as Non-Executive Additional Director and Non-Executive Independent Director with effect from 01.04.2024 are proposed to be appointed as Non-Executive Director and Non-Executive Independent Director respectively in the ensuing Annual General Meeting.

Further, Mr. Venkataramanasanjeev Alampalli Murthy ceased to be Independent Director as second term as an Independent Director ended on 31st March, 2024 and Mrs. Pinky Jain ceased to be Director w.e.f closing of business hours of 31st March, 2024 of the Company due to resignation.

The Board placed on the record its appreciation for the services rendered by outgoing Directors.

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. During the period under review Six (6) Board Meetings were held and the maximum time gap between 2 (two) meetings did not exceed one hundred and twenty days. The details of the Board Meetings were held on 27^th May, 2023, 10^th August, 2023, 30^th September, 2023, 10^th November, 2023, 12^th February, 2024 and 29^th March,2024.

Details of the attendance at Board Meetings and at the AGM held during the year are as follows:

During the year under review, Four Meetings were held on 27^th May, 2023, 10^th August, 2023, 10^th November, 2023, and 12^th February, 2024.

During the year under review, Three Meetings were held on 27^th May, 2023, 12^th February, 2024 and 29^th March, 2024.

During the year under review, One Meeting was held on 12^th February, 2024

During the year under review, Two Meetings were held on 17^th May, 2023 and 30^th December, 2023.

The Company has received necessary declaration from each Independent Director under Section 149(7) of

the Companies Act, 2013, that he/she meets the criteria of Independence laid down in Section 149(6) of the

Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations 2015 (SEBI (LODR) Regulations, 2015). (Annexure I).

All the Independent Directors have also confirmed under Regulation 16(b) of SEBI (LODR) Regulations,

2015 that they are not Non-Independent Director of another Company on the Board of which any NonIndependent Director of the listed entity is an Independent Director.

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The industrial relations of the Company have been cordial.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2023-24 in the prescribed format, AOC 2 is enclosed as Annexure - II as a part of this Annual Report.

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

Current/Non-Current Investments: Rs. 30.06 lakhs/-.

The Company has neither given any loan nor issued any guarantees in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued there under.

There are no Directors/Employees who were in receipt of the remuneration as prescribed under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration) of Managerial Personnel Rules, 2014 during the year under review and hence annexure required under the said Section is not attached.

The Company's policy relating to appointment of directors, payment of managerial remuneration, directors' qualifications, positive attributes, independence of directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is placed on the website of the Company at https://sunilagro.in/wp-content/uploads/2019/08/nomination-and-remuneration-poMcy.pdf

The Independent Directors of the Company had met on 12^th February, 2024 during the year to review the performance of Non-Independent Directors and the Board as a whole, to review the performance of the Chairman of the Company and Non-Executive Directors and other items as stipulated under the Listing Regulations. The Independent Directors have also declared their independence.

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors, pursuant to the provisions of the Companies Act, 2013.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors based on criteria such as Board structure and composition, formation and delegation of responsibilities to Committees, Board processes and their effectiveness, degree of effective communication with the stakeholders.

The performance of the Board Committees was evaluated by the Board after seeking inputs from the Committee members based on criteria such as Committee composition, structure, effectiveness of Committee Meetings.

Independent Directors of the Company provided their views on performance of Non-Independent Directors, and the Board as a whole, considering the views of Executive Directors and Non-Executive Directors.

Your Board has evaluated the Independent Directors and confirms that all Independent Directors fulfilled the independence criteria as specified in SEBI Listing Regulations and their independence from the management.

Messrs G R V & P K, Chartered Accountants, Bangalore (Firm Registration No. 008099S) were appointed, in the Annual General Meeting held on 23^rd August, 2022, for a consecutive term of five years from the conclusion of 34^th Annual General Meeting till the Conclusion of 39^th Annual General Meeting.

In Rs.

The Company has not made provisions for Bad debt of Rs. 97,56,685/-/ (PY Rs.97,56,685/-) in case of one debtor Maiyas Beverage and Foods Private Limited which was referred to NCLT under Indian Bankruptcy Code and NCLT has passed the order on 10^thMay, 2019. As per NCLT order only 15.14%amount is payable to all the Sundry Creditors of Maiyas Beverage and Foods Private Limited. The Company's total outstanding against Maiyas Beverage and Foods Private Limited at the time of referral to NCLT stood at Rs. 1,14,97,390/- (PY Rs. 1,14,97,390/-). Due to this the Company's profit and Sundry debtors are overstated by Rs. 97,56,685/- (PY Rs. 97,56,685/-).

It is understood that certain creditors of Maiyas Beverages and Foods Private Limited have preferred appeals against the order dated 10^th May, 2019 of the National Company Law Tribunal, Bangalore Bench before the National Company Law Appellate Tribunal, New Delhi, which have been admitted. Since the aforesaid order has not been implemented, the Company has deemed it fit not to make any provisions.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vijayakrishna KT, Bangalore, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed as Annexure - Ill to this Report.

No Director has received any commission from your Company or from Holding or Subsidiary Company.

The information required pursuant to Section 197 read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Details/Disclosures of Ratio of Remuneration to each Director to the median employee's remuneration is annexed as Annexure - IV to this report.

Further, the statement showing details in respect of employees of the Company are given in the Annexure - IV forming part of the Report.

The Company confirms that it has paid the Annual Listing Fees for the Financial year 2023-24 to BSE Limited where the Company's Shares are listed.

No order was passed by any court or regulator or tribunal during the year under review which impacts going concern status of the Company.

1. Energy Conservation measures taken:

The Company has a system to monitor consumption of energy and all efforts for conservation of energy wherever possible are made and have installed Solar Energy lights in the plant. Energy efficient electric

tubes have been installed to save energy. The Company has also installed energy efficient meters controlling waste of power.

2. Additional investments and proposal being implemented for reduction and consumption of energy and the impact of the same in the cost of production of goods.

3. Energy Audit done

Investment was made in machinery designed for low energy consumption and such machinery was in operation in the period under review.

The Company is committed to maintaining its standard and high quality of its production and is constantly engaged in efforts to confer to the guaranteed customer satisfaction.

There were no Foreign Exchange Earnings and Outgo in the Company during the year under review.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed-off during the financial year 2023-24:

No of complaints received : NIL No of complaints disposed : NIL No. of complaints pending : NIL

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed Dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the Shares on which Dividend has not been paid or claimed by the Shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF Authority.

During the year under review there were unclaimed dividend relating to the Financial year 2016-17 which is required to be transferred to IEPF account.

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. Further, no case of Fraud has been reported to the Management from any other sources.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

Maintenance of Cost Records as specified by the Central Government under Sub-Section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.

The Board of Directors has already adopted the Code of Ethics and Business Conduct for the Directors and Senior Management personnel. This code is a comprehensive code applicable to all Directors, Executive as well as Non - executive and members of the Senior Management. The Code has been circulated to all the members of the Board and Senior Management Personnel and compliance of the same has been

affirmed by them. A declaration given by the Managing Director is attached as Annexure-V of the Board's Report.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company.

There is no such process initiated during the year, therefore said clause is not applicable to the Company.

As per the Secretarial Standards-4 in case the Company has revised its financial statement or the Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of a judicial authority, the detailed reasons for such revision shall be disclosed in the Report of the year as well as in the Report of the relevant financial year in which such revision is made.

There is no revision of Financial Statement of the Company took place in any of the three preceding financial years under consideration.

There were no such events took place during the year under consideration.

Your Company has not obtained any rating from the credit rating agency for the securities during the year. Therefore, the said clause is not applicable to the Company.

The Directors place on record their appreciation for valuable contribution made by employees at all levels, active support and encouragement received from the Government of India, Government of Karnataka, Company's Bankers, Customers, Principals, Business Associates and otherAcquaintances.

Your Directors recognize the continued support extended by all the Shareholders and gratefully acknowledge with a firm belief that the support and trust will continue in the future also.

annexure-i

declaration from independent directors on annual basis

The Board of Directors

Sunil Agro Foods Limited

Dear Sirs,

We undertake to comply with the conditions laid down under Section 149 and Schedule IV of the Companies Act, 2013

read with the provisions of Listing Regulations in relation to conditions of independence and in particular:

1. Apart from receiving Director sitting fees/commission, I have/had no material pecuniary relationship / transactions with the Company, its Promoters, its Directors, its Senior Management or its Holding, Subsidiary or Associate Company, or their Promoters, or Directors, during the immediately three preceding financial years or during the current financial;

2. None of my relatives:

a. is holding any security of or interest in the Company, its holding, subsidiary or associate company during the three immediately preceding financial years or during the current financial year of face value exceeding Rs. 50 lakhs or 2 % of the paid-up capital of the Company, its holding, subsidiary or associate company or such higher sum as may be prescribed;

b. is indebted to the Company, its holding, subsidiary or associate company or their promoters, or directors, in excess of such amount as may be prescribed during the three immediately preceding financial years or during the current financial year;

c. has given a guarantee or provided any security in connection with the indebtedness of any third person to the Company, its holding, subsidiary or associate company or their promoters, or directors of such holding company; for an amount of Rs. 50 lakhs during the three immediately preceding financial years or during the current financial year;

d. has any other pecuniary transaction or relationship with the Company, or its subsidiary, or its holding or associate company amounting to two per cent. or more of its gross turnover or total income singly or in combination with the transactions referred to in sub-clause (b), (c) or (d);

3. Neither I nor any of my relatives:

a. holds or held the position of a key managerial personnel or is or has been an employee of the Company or its holding, subsidiary or associate company or any company belonging to the promoter group of the listed entity, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed.

b. is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of:

i. a firm of auditors or company secretaries in practice or cost auditors of the listed entity or its holding, subsidiary or associate company; or

ii. any legal or a consulting firm that has or had any transaction with the listed entity, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm;

c. holds together with my relatives two per cent or more of the total voting power of the listed entity; or

d. is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives 25% or more of its receipts or corpus from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds 2% or more of the total voting power of the Company;

4. I meet the criteria of other qualifications as prescribed under Rule 5 of the (Companies Appointment and Qualification Rules), 2014.

5. I am not less than 21 years of age.

6. I am not a non-independent director of another company on the board of which any non-independent director of the listed entity as an independent director.

7. I have registered on the https://www.independentdirectorsdatabank.in.

8. I affirm to make an application for renewal for a further period of one year or five years or for the life-time, within a period of thirty days from the date of expiry of the period up to which my name was applied for inclusion in the data bank.

form no. AOC-2

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-Section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso there to.

annexure iii Form No. MR-3

secretarial audit report

for the financial year ended 31.03.2024

To

The Members

SUNIL AGRO FOODS LIMITED

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Sunil Agro Foods Limited (CIN: L01111KA1988PLC008861) (hereinafter called 'the Company'). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31.03.2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by Sunil Agro Foods Limited for the financial year ended on 31.03.2024 according to the provisions of:

I) The Companies Act, 2013 and the Rules made thereunder;

ii) The Securities Contracts (Regulation) Act, 1956 ("SCRA, 1956") and the Rules made thereunder;

iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (" SEBIAct, 1992"): -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(d) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act, 2013 and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; and Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018

(h) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(i) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013;

(j) Circulars/Guidelines issued thereunder;

(vi) The Industry specific laws applicable to the Company are as follows:

> Prevention of Food Adulteration Act, 1954

> Food Safety and Standards Act, 2006

> The Legal Metrology Act, 2009

> The Narcotic Drugs and Psychotropic Substances (Karnataka) Rules 1985

> The Trade Marks Act, 1999

(vii) The other general laws as may be applicable to the Company including the following:

i. Industries (Development & Regulation) Act, 1951

ii. The Factories Act, 1948

iii. The Employment Exchanges (Compulsory notification of Vacancies) Act, 1959

iv. The Apprentices Act, 1961

v. The Employees Provident Fund & Miscellaneous Provisions Act, 1952

vi. The Employees State Insurance Act, 1948

vii. The Workmen's Compensation Act, 1923

viii. The Maternity Benefits Act, 1961

ix. The Payment of Gratuity Act, 1972

x. The Payment of Bonus Act, 1965

xi. The Industrial Disputes Act, 1947

xii. The Trade Unions Act, 1926

xiii. The Payment of Wages Act, 1936

xiv. The Minimum Wages Act, 1948

xv. The Child Labour (Regulation & Abolition) Act, 1970

xvi. The Contract Labour (Regulation & Abolition) Act, 1970

xvii. The Industrial Employment (Standing Orders) Act, 1946

xviii. Equal Remuneration Act, 1976

xix. Inter-State Migrant Workmen (Regulation of Employment and Conditions of Services) Act, 1979

xx. The Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal) Act, 2013

xxi. Persons with Disabilities (Equal Opportunities, Protection of Rights and Full Participation) Act, 1996

xxii. Prohibition of Employment as Manual Scavengers and their Rehabilitation Act, 2013

xxiii. Dangerous Machines (Regulation) Act, 1983

xxiv. Indian Boilers Act, 1923

xxv. The Karnataka Shops & Establishments Act, 1961

xxvi. The Industrial Establishments (National and Festival Holidays) Act, 1963

xxvii. The Labour Welfare Fund Act, 1965

xxviii. The Karnataka Daily Wage Employees Welfare Act, 2012

xxix. For majority of Central Labour Laws the State has introduced Rules [names of each of the Rules is not included here]

i. The Environment Protection Act, 1986

ii. The Water (Prevention & Control of Pollution) Act, 1974

iii. The Air (Prevention & Control of Pollution) Act, 1981

iv. Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2008

v. The Karnataka Ground Water (Regulation for Protection of Sources of Drinking Water) Act, 1999

i. The Competition Act, 2002

ii. The Indian Contract Act, 1872

iii. The Sales of Goods Act, 1930

iv. The Forward Contracts (Regulation) Act, 1952

v. The Indian Stamp Act, 1899

vi. The Transfer of Property Act, 1882

I have also examined compliances with the applicable clauses of the Secretarial Standards issued by the Institute of Company Secretaries of India on the Board and General Meetings i.e. SS - 1 and SS - 2.

During the period under review, the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. mentioned above except for filing of one return for modification of charges. Certain nonmaterial findings made during the course of the audit relating to the Labour Laws were addressed suitably and the Management has undertaken to ensure full compliances.

Further, I report that with regard to financial and taxation matters, I have relied on the Audit Report, Limited Review Report and the Internal Audit Report provided by the Statutory/Internal Auditor as the case may be.

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There were no changes in the composition of the Board of Directors during the year under review.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the Meeting.

Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes as per the practice followed. However, during the period under report, there was no such case instance.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that I could not physically verify documents/registers/returns due to Lockdown situation in relation to outbreak of Pandemic Covid-19 and I have relied up on the soft copies/information shared with me.

My report of even date is to be read along with this letter:

1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of Secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in the secretarial records. I believe that the processes and practices, I have followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company including records under Income Tax Act, Customs Act, Goods and Service Tax Act.

4. Where ever required, the Company has represented about the compliance of laws, rules and regulations and happening of events etc as applicable from time to time.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of Management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

annexure - iv

the ratio of remuneration of each director

The Certificate by the CEO of the Company concerning compliance with the Code of Conduct for Directors and Senior Management is given below:

I hereby confirm that the Company has obtained from the Directors and Senior Management personnel affirmation that they have complied with the above code for and in respect of the year ended March 31,2024.