Worth Peripherals Ltd

Dear Members,

The Board of Directors hereby submits the 28^th report of the business and operations of Worth Peripherals Limited (the Company' or "WORTH'), along with the Audited Financial Statements for the Financial Year ended 31^st March, 2024. The consolidated performance of the Company and its Subsidiaries & Joint Ventures has been referred to wherever required.

1. Financial Performance of the Company:

a. Financial Performance, Operations and State of the Company's affairs:

(Amount in Lakh)

Revenues - Standalone and Consolidated

Our revenue from operations on a standalone basis has dropped by 18.22% from Rs. 21,271.82 Lakh to Rs. 17,396.38 Lakh and on a consolidated basis it has been dropped by 19.84% from Rs. 29,749.17 Lakhs to Rs. 23,845.75 Lakhs in Financial Year 2023-24.

Profits - Standalone and Consolidated

Our gross profit on a standalone basis amounted to Rs. 5,139.52 Lakhs as against Rs. 5,693.25 Lakh in the Previous Year. The operating profit amounted to Rs. 1,193.45 Lakh as against Rs. 1,817.81 Lakh in the Previous Year. The profit before tax was Rs. 2,125.25 Lakh as against Rs. 2,332.02 Lakh in the Previous Year. Net profit after tax is Rs. 1,589.28 Lakh as against Rs. 1,803.92 Lakh in the Previous Year.

Our gross profit on a consolidated basis amounted to Rs. 6,525.06 Lakh as against Rs. 7,639.69 Lakh in the Previous Year. The operating profit amounted to Rs. 1,352.08 Lakh as against Rs. 2,678.82 Lakh in the Previous Year. The profit before tax was Rs. 2,196.24 Lakh as against Rs. 2,874.34 Lakh in the Previous Year. Net profit after tax is Rs. 1,588.34 Lakh as against Rs. 1806.42 Lakh in the Previous Year.

b. Basic EPS

During the year, details of Earnings per share on standalone and consolidated basis are here under:

Each Equity Share of Rs. 10.00 fully paid up.

The financial performance is discussed in detail in the Management Discussion and Analysis Report which forms part of the Annual Report.

2. Change in nature of business

The Company is entirely engaged in the business of manufacturing of Corrugated Boxes and its accessories. During the year under review, there was no change in nature of Business of the Company as at the end of Financial Year ended 31st March, 2024.

3. Change in Capital Structure of the Company

There is no change in the capital structure of the Company during the Financial Year ended 31st March, 2024.

4. Dividend

During the Year, the Board of Directors are pleased to recommend the Final Dividend of Re. 1/- (10% per share) on the 1,57,51,000 Equity Shares of Rs. 10/- each for the Financial Year 31st March, 2024. The dividend payout is subject to approval of member at the ensuing 28th Annual General Meeting and shall be paid to the Members whose names appear in the Register of Members/Beneficial Holders as on Book Closure Date fixed for the said purpose.

The dividend, if declared at the AGM, would be paid/dispatched within thirty days from the date of declaration of dividend to those persons or their mandates:

• whose names appear as beneficial owners as at the end of the business hours on Friday, August 09, 2024 in the list of the Beneficial Owners to be obtained from the Depositories, i.e. National Securities Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL], in respect of the shares held in electronic/dematerialized mode; and

• whose names appear as Members in the Register of Members of the Company as on Friday, August 09, 2024 in respect of the shares held in physical mode.

5. Transfer to Reserve

During the year under review, the Board has approved the transfer of Rs. 200 Lakhs to the General Reserve. Thus, with this transfer, the total amount in the General Reserve amounts to Rs. 715 Lakhs as against to Rs. 515 Lakh during the previous year.

a. Performance and Prospects

Worth Peripherals Limited is engaged in manufacturing and selling of corrugated boxes. Our Registered office is situated at Indore and our manufacturing facility is situated at Pithampur, Madhya Pradesh. Our manufacturing facilities are well equipped with state-of-the-art facilities including machinery, conveyor or other handling equipments to facilitate smooth manufacturing process. The Joint Venture of the Company, M/S Yash Packers is also engaged in manufacturing and selling of corrugated boxes. Its manufacturing unit is situated at Valsad, Gujarat.

We endeavour to maintain safety in our premises by adhering to key safety norms. We ensure timely delivery of our products and have a fleet of trucks to ensure easy logistics and timely delivery.

Timely delivery and efficient supply chain management of our Company is also witnessed from the awards conferred to our Company.

b. Sustainability

We are environmentally conscious and our products have been certified as meeting relevant FSC Standards. With increasing awareness of being environmentally friendly and many organizations supporting the Go green campaign, it increases the demand of FSC certified products. Our Company is well equipped with in-house testing laboratory to test the products. Our finished products have to undergo a strict quality check to ensure that they are of relevant quality as per the standards set. Our in house testing laboratory regulates and monitors the quality, strength, stiffness, amongst other parameters, of the boxes to ensure that the same can safely carry products for their end use.

1) Enhancing our customer base

Our present customer base comprises of Indian Companies and MNCs who are mainly operating in the FMCG sector. We intend to grow in the business continuously by adding new customers. With growth in the retail, pharmaceuticals, breweries, textile sectors and agriculture-based products, we aim to tap these markets for further marketing and supply.

2) Modernization and upgradation of our technology

We are always in the lookout for upgrading our technology as per the global standards.

3) Improving functional efficiencies

Our Company intends to improve efficiencies to achieve cost reductions and have a competitive edge over our peers. We believe that this can be achieved through continuous process improvement, customer service and adoption of latest technology.

4) Quality Products

Our Company invests in high quality machineries and equipment to ensure efficient production and quality products. The scale of operations shall enable our Company to produce quality products. Our Company believes that the investment in technology shall allow it to provide quality products to its customers and differentiate it from other competitors.

7. Material changes and commitments affecting financial position between the end of the Financial Year and date of the report

There has not been any significant and material change and commitments affecting financial position of the Company since closing of Financial Year and up to the date of this Board's Report.

8. Public Deposits

During the year the Company has not accepted any Deposits falling within the preview of Chapter V of the Companies Act, 2013 and Rules made there under. However, the Company has taken unsecured loan from Directors. As per the requirement of proviso to Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the details of money accepted by the Company from the Directors during the Financial Year 2023-24 are mentioned below:

9. Details of Subsidiaries, Associates and Joint Ventures

The Company has 2(Two) Subsidiary Companies i.e. Worth Wellness Private Limited (CIN: U24290MP2020PTC053302) & Worth India Pack Private Limited (CIN: U21093MP2021PTC055546). Worth Wellness Private Limited was incorporated on 15.10.2020 with the object to manufacturing of Diapers of Different Sizes. Worth India Pack Private Limited was incorporated on 25.03.2021 with the object to Manufacturing & Supply of Corrugated Boxes.

During the year under review, the company, "Worth India Pack Private Limited" has filed an application with the Registrar of Companies to Strike off the name of the Company from the Register of Members of the Company maintained by the Ministry of Corporate Affairs due to noncommencement of business operations within 2 years from incorporation of the company. On 27.06.2024 the application filed for striking off the name of the company was approved by the Registrar and thus, the name of the company has been striked off.

Thus, the Company, Worth Peripherals Limited, has only 01 (one) Subsidiary Company i.e. Worth Wellness Private Limited (CIN: U24290MP2020PTC053302).

The Company has invested as capital contributions in M/s Yash Packers, Mumbai (Joint Venture) and has profit sharing and capital ratio of 50%, Therefore net profit of the firm distributed to its partners, out of which share of the Company as its partner for the Financial Year was Rs. 43,64,564/- (previous year Rs. 2,59,25,737-).

As required pursuant to first proviso to sub section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules, 2014, the consolidated statement of account for the Financial Year ended 31.03.2024 in form of AOC-1 forms the part of Board Report as Annexure-1.

Further, pursuant to the provisions of Section 136 of the Act, the Standalone as well as Consolidated financial statements of the Company along with and all other documents required to be attached thereto and separate audited financial statement in respect of the subsidiary is available on the website of the Company at www.worthindia.com

10. Related Party Transactions and its particulars

All Related Party Transactions that were entered into during the Financial Year 2023-24 were on Arm's Length Basis and were in the Ordinary Course of business. There are no materially significant Related Party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were approved by the Audit Committee on omnibus basis or otherwise and the Board. The transactions entered into by the Company are audited. The Company has developed a Related Party Transactions Policy, Standard Operating Procedures for the purpose of identification and monitoring of such transactions.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as "Annexure-2" to the Board's report.

The details of transactions entered into with related parties, as per Accounting Standards, are disclosed in the Note No. 37 of the Financial Statement. The Company's Policy on Materiality of related party transactions and dealing with related party transactions is available on the Company's website at: www.worthindia.com

11. Management's Discussion and Analysis

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Management's Discussion and Analysis Report is set out in this Annual Report.

a. Policy on Directors Appointment and Remuneration

The policy of the Company on Director's appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, have been regulated by the nomination and remuneration committee and the policy framed by the Company is available on our website, at https://worthindia.com/home/investors/6.

There has been no change in the policy since last Financial Year. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company with the Nomination and Remuneration Committee of the Company.

b. Risk Management

In terms of the provisions of Section 134 of the Companies Act, 2013, the Company has taken due care of the assets of the Company, and ensured it as per the policy. The Risk management policy is available on the website of the Company at https://worthindia.com/home/ investors/6.

c. Vigil Mechanism/Whistle Blower Policy

The Company has a ‘Whistle Blower Policy'/Vigil Mechanism' in place as per Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations. The objective of the Vigil Mechanism is to provide the employees, Directors, customers, contractors and other stakeholders of the Company an impartial and fair avenue to raise concerns and seek their redressal, in line with the Company's commitment to the highest possible standards of ethical, moral and legal business conduct and fair dealings with all its stakeholders and constituents and its commitment to open communication channels. The Company is also committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization, for whistle blowing in good faith. The Board of Directors affirms and confirms that no personnel have been denied access to the Audit Committee. The Policy contains the provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. Vigil Mechanism cum Whistle Blower Policy is available on the Company's website at: https://worthindia.com/home/investors/6.

d. Corporate Social Responsibility (CSR)

Since net profit of the Company is in excess of Rs. 5 Crores, the provisions of Section 135 of the Act regarding Corporate Social Responsibility became applicable to the Company. The constitution, composition, quorum requirements, terms of reference, role, powers, rights and obligations of CSR Committee are in conformity with the provisions of Section 135 and all other applicable provisions of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and all other applicable Rules made under the Act. The CSR Committee comprises of the following Directors as on the date of this Report:

01 (One) Committee Meeting were held during the financial year under review, on 12.02.2024.

Brief description of terms of reference of the Committee inter-alia includes:

• formulate and recommend to the Board of Directors (Board), a Corporate Social Responsibility (CSR) Policy which shall indicate

• the activities to be undertaken by the Company as specified in Schedule VII of the Act;

• formulate and recommend to the Board, an annual action plan in pursuance of its CSR policy.

• recommend the Board alteration in annual action plan at any time during the financial year with reasonable justification.

• Recommend CSR activities;

• recommend to the Board the amount of expenditure to be incurred on the CSR activities;

• monitor the CSR Policy of the Company from time to time;

• institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company; and

• carry out any other functions as authorized by the Board from time to time or as enforced by statutory/regulatory authorities.

The CSR Policy is available on the website of the Company at https://worthindia.com/home/investors/6. The composition of the CSR Committee and the Annual Report on CSR activities as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in "Annexure-3" to this Report.

Other Board Policies and Conducts: Following policies have been approved and adopted by the Board, the details of which are available on the website of the Company https://worthindia.com/home/investors/6and for convenience given herein below:

Prevention of Insider Trading: In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 & Amendment thereof, 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.

The Code requires Pre- clearance Trading Plan, for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the Designated Person & Employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

13. Managerial Remuneration and Particulars of the Employees

The ratio of the remuneration of each Whole-Time Director and Key Managerial Personnel (KMP) to the median of employees remuneration as per Section 197 (12) of the Companies Act, 2013, read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board's report as "Annexure-4".

Additionally, the following details form part of Annexure-4 to the Board s Report:

• Remuneration to Whole Time Directors

• Remuneration to Non-Executive / Independent Directors

• Percentage increase in the median remuneration of employees in the Financial Year

• Number of permanent employees on the rolls of the Company

• There has not been any employee drawing remuneration exceeding 1.02 crores during the year, employed for the full year or Rs.8.50 lakhs p.m. employed for part of the year.

• The Company did not allot any sweat equity shares & does not have employees stock option scheme.

• The details of employee remuneration as required under Section 197(12) of the Act, read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and second proviso to Section 136 of the Act are available for inspection without any fee, up to the date of the ensuing AGM and shall also be made available to any Member upon request. Members seeking to inspect such documents can send an email ncs@worthindia.com. None of these employees is a relative of any Director of the Company.

No Managing Director or Whole-time Director of the Company were paid any remuneration or commission from any of its Subsidiary Company

14. Corporate Governance

Your Company is committed towards maintaining high standards of Governance. The Report on Corporate Governance stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and a Certificate from Practicing Company Secretary confirming compliance to the corporate governance requirements by the Company is attached to this Report.

15. Board Diversity

The Company recognizes and embraces the importance of a diverse board in overall success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender that will help us retain our competitive advantage.

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2024, the Board had 6 (Six) members, one of whom is the Chairman, Executive and Managing Director, two Executive and Whole-time Directors and three are Non-Executive Independent Directors. One Whole-Time Director and one Non-Executive Independent Director on the Board are women.

16. Board Evaluation

Pursuant to provision of Companies Act, 2013 and Rules made there under, SEBI Listing Regulations and Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on January 05, 2017, The Board of Directors has carried out an annual evaluation of its own performance, performance of Individual Directors, board committee including the Chairman of the Board on the basis of composition and structure, attendance, contribution, effectiveness of process, information, functions and various criteria as recommended by Nomination and Remuneration Committee. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the Non-Independent Directors (including the Chairman) was also evaluated by the Independent Directors at the separate meeting held between the Independent Directors of the Company.

The meeting of independent director was held on 15.03.2024.

a. Meetings of the Board

The Board has met 7 (Seven) times during the Year ended 31st March, 2024. These Board Meetings were held on 29.04.2023, 29.05.2023, 07.08.2023, 22.09.2023, 08.11.2023, 12.12.2023, 12.02.2024. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

b. Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on 15.03.2024 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

18. Directors and Key Managerial Personnel

As on the date of this Report, your Company has 06 (Six) Directors consisting of 03 (Three) Non-Executive Independent Directors including 1 (One) Woman Independent Director, 03 (Three) Executive Directors (Promoter) including 1 (One) Woman Executive Director.

A. Retirement by Rotation

As per the provisions of the Companies Act, 2013 and article 145 (b) of Article of Association of the Company, Mr. Raminder Singh Chadha (DIN:00405932), Managing Director of the Company, who is liable to retire by rotation at the ensuing 28 th AGM and, being eligible offer himself for reappointment. The Board recommends his reappointment.

A resolution seeking shareholders' Approval for his re-appointment along with other required details forms part of the Notice convening 28th AGM.

B. Continuation of Appointment

As per Regulation 17 (1A), the Board has recommended the continuation of appointment of Mr. Dilip Kumar Modak (DIN:07750172), Independent Director of the Company who will be attaining the age of 75 years on 16.08.2024. The Board seeks approval of the shareholders for continuation of the appointment at the ensuing 28th Annual General Meeting.

C. Reappointment:

Mr. Raminder Singh Chadha (DIN: 00405932) was reappointed as the Managing Director of the Company in the 27th Annual General Meeting of the Company held on 29.08.2023 for a period of 3 (Three Years) Commencing from 01st June, 2023.

Mrs. Amarveer Kaur Chadha (DIN: 00405962) was reappointed as the Whole-Time Director of the Company in the 27th Annual General Meeting of the Company held on 29.08.2023 for a period of 3 (Three Years) Commencing from 01st June, 2023.

Mr. Jayvir Chadha (DIN: 002397468) was reappointed as the Whole-Time Director of the Company in the 27th Annual General Meeting of the Company held on 29.08.2023 for a period of 3 (Three Years) Commencing from 01st June, 2023.

The Directors and Key Managerial Personnel (KMP) of the Company is summarized below:

*Ms AyushiTaunk (Mem. No A54236), Company Secretary & Compliance Officer of the Company has resigned from the post w.e.f 30.09.2023

**Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its Meeting held on September 22, 2023 had appointed Ms. Radhika Tripathi (Mem No: A70414) as Company Secretary & Compliance Officer of the Company.

D. Disclosures by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. All Independent Directors have also given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Act; and in the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act read with the Listing Regulations and that they are independent of the Management.

E. Declaration by Independent Directors

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 16(1)(b) and 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

19. Committees of the Board

As on March 31, 2024, the Board had four committees: The Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholders Relationship Committee. All committees consist of optimum number of Independent Directors as required under the Companies Act 2013 and the SEBI (LODR) Regulations, 2015.

A. Composition of Audit Committee

The Board of Directors in its meeting held on August 13, 2021 reconstituted an Audit Committee in compliance with the provision of Section 177 of Companies Act, 2013.

During the year under review, 04 (Four) meetings of the Audit Committee were held on 29.05.2023, 07.08.2023, 08.11.2023 & 12.02.2024. Composition of Nomination and Remuneration Committee

The Board of Directors in its meeting held on August 13, 2021 reconstituted a Nomination and Remuneration Committee in compliance with the provision of Section 178 of Companies Act, 2013.

During the year under review, 03 (three) meetings of the Nomination and Remuneration Committee was held 29.05.2023, 22.09.2023 & 12.12.2023.

B. Composition of Stakeholders Relationship Committee

The Board of Directors in its meetings held on August 13, 2021 reconstituted a Stakeholder Relationship Committee in compliance with the provision of Section 178 of Companies Act, 2013.

During the year under review, 04 (Four) meetings of Stakeholder Relationship Committee were held on 29.05.2023, 07.08.2023, 08.11.2023 & 12.02.2024.

C. Composition of Corporate Social Responsibility Committee

The Board of Directors in its meeting held on August 13, 2021 reconstituted a Corporate Social Responsibility Committee in compliance with the provision of Section 135 of Companies Act, 2013.

During the year under review, 01 (One) meeting of Corporate Social Responsibility Committee were held on 12.02.2024.

D. Investment Committee

Pursuant to the Proviso to Section 179 (3) of Companies Act, 2013 which states that the Powers of Board with respect to borrowing of monies, investment of funds of the company, advancing & granting loans, providing securities, etc, could be delegated to the Board's sub-Committee and thus, the Board of Directors in its meeting held on 27.05.2024, constituted its subcommittee under the name of "Investment Committee" by adoption of its policy under the name of " Investment Committee Policy", which has also been displayed at the website of the company at www.worthindia.com

The Composition of the Committee:

20. Risk Management and Internal Financial control and its adequacy

Company has an effective risk management framework for identifying, prioritizing and mitigating risks which may impact attainment of short- and long-term business goals of your Company. The risk management framework is aligned with strategic planning, deployment and capital project evaluation process of the Company. The process aims to analyze internal and external environment and manage economic, financial, market, operational, compliance and sustainability risks and capitalizes opportunities of business success.

During the Year, Mr. Shubham Tirole, Chartered Accountant (MN: 468251) was appointed as Internal Auditor of the Company for the Financial year 2023-24. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

21. Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the Company's operations in future.

22. Reporting of frauds by Auditors

During the year under review, neither the statutory auditors, secretarial auditor nor the Internal Auditor has reported to the audit committee or the Board, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.

23. Annual Return

In accordance with Section 92 of the Companies Act, 2013 and read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return in the Form MGT-7 is displayed on the Website of the Company. The link is as follows https://worthindia.com/ Home/investors/3/122/436/2021-22

24. Share Capital & Listing of Securities:

During the financial year under review, the Company has not issued:

• any equity shares with differential rights as to dividend, voting or otherwise;

• any equity shares (including sweat equity shares) to employees of the Company under any scheme; and

• any sweat equity shares.

The Company's equity shares are listed on National Stock Exchange of India Limited (NSE). The symbol for NSE is WORTH.

25. Secretarial Standards

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India and notified by the Central Government.

26. Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 ("the Act"), 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 after the completion of seven years. Further, according to the IEPF 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, the provision of section 125(2) of Companies Act, 2013 does not apply as the Company was not required to transfer any amount to the Investor Education Protection Fund (IEPF) established by Central Government of India.

27. Directors' Responsibility Statement

Pursuant to the requirement under section 134(3) (C) of the Companies Act, 2013 with respect to Director's Responsibility Statement, The Board hereby confirms that:

• In preparation of the Annual Accounts for the Financial Year ended 31st March, 2024, the applicable accounting standards have been followed and there are no material departures.

• 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.

• The Directors had taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

• The Directors had prepared the annual accounts on a going concern basis.

• The Directors had laid down internal financial controls, which are adequate and are operating effectively.

• The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

28. Particulars of Loans, Guarantees or Investments under section 186:

During the year under Report the Company has not given any loan or given guarantee or provided securities as covered under section 186 of the Act. Further, the Company has not made any fresh investment during the year.

The details of Investment made by the Company have been given in note no. 2 of the Financial Statement.

a. Audit reports

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (IndAS) notified under section 133 of the Act. The Company has received an unmodified opinion in the Auditors' Report for the financial year 2023-24.

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. Vatsalya Sharma & Co., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2023-24 and issue Secretarial Audit Report. Secretarial Audit Report issued by M/s. Vatsalya Sharma & Co., for the financial year 2023-24, on July 20, 2024, in Form MR-3. The Secretarial Auditors' Report for Financial Year 2023-24 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors' Report is enclosed as "Annexure-5" to the Board's report.

i. Statutory auditors

At the 23rd Annual General Meeting held on August 14, 2019 the Members approved appointment of M/s. Khandelwal & Jhaver, Chartered Accountants (Firm Registration No. 003923C) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that Annual General Meeting till the conclusion of the 28th Annual General Meeting. Their Tenure of 5 years gets completed at the ensuing AGM.

After retirement of the present Statutory Auditors, The Board of Directors have received the consent for the appointment of M/s Maheshwari & Gupta, Chartered Accountants, Indore (M.P) (Firm Registration Number: 006179C) as the Statutory Auditor of the Company for a period of five years, from the conclusion of (28th) ensuing Annual General Meeting until the conclusion of 33rd Annual General Meeting in the year 2029 at a remuneration of as maybe fixed by the Board of Directors of the Company.

The aforesaid auditors are eligible for appointment and have communicated their consent to act as such. The proposal regarding the appointment of the aforesaid auditor is placed for your approval, The Board of directors recommends their appointment.

The Auditors Report to the shareholders for the year under review does not contain any qualification, reservation, disclaimers, or adverse remarks. Further, the Statutory Auditors have not reported any incident of fraud during the year under review to the Audit Committee of your Company.

ii. Secretarial Auditor

As required under Section 204 of the Companies Act, 2013 and Rules there under, the Board re-appointed M/s Shilpesh Dalal & Co., Practicing Company Secretaries, Indore to conduct a Secretarial Audit of the Company for Financial Year 2023-24 but later on, Mr. Shilpesh Dalal, proprietor of M/s Shilpesh Dalal& Co., resigned from the office of Secretarial Auditor of the Company w.e.f 31.08.2023. On, the recommendation of the Nomination & Remuneration Committee and on the basis of the eligibility letter received from M/s Kaushal Agrawal & Co., Mr. Kaushal Kumar Agrawal was appointed as the Secretarial Auditor of the Company for the FY 2023-24.

On, 30.11.2023, Mr. Kaushal Agrawal, proprietor of M/s Kaushal Agrawal & Co. resigned from the position of Secretarial Auditor of the company, due to pre-occupancy and M/s. Vatsalya Sharma & Co., was appointed as the Secretarial Auditor of the company to conduct the Secretarial Audit for the year 2023-24.

Thus, M/s. Vatsalya Sharma & Co., Practicing Company Secretaries, has conducted the Secretarial Audit of the Company for the financial year 2023-24 and issued Secretarial Audit Report under the Form MR-3 for the FY 2023-24.

iii. Internal Auditors:

Pursuant to the provisions of Section 138 of the Act read with Rule 13 of Companies (Accounts) Rules, 2014 and on the basis of the recommendation of Audit Committee, the Board of Directors in their meeting held on July 20, 2024 had appointed Mr. Shubham Tirole, Chartered Accountant (MN: 468251) as the Internal Auditors of the Company for the financial year 2024-25.

30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Your Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the aforesaid Act, including constitution of the Internal Complaints Committee. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Policy is gender neutral. We are pleased to inform you that no complaints pertaining to sexual harassment were received during the Financial Year 2023-24 and pending as on March 31, 2024.

31. Cost Records:

The provisions of section 148 (1) of the companies act, 2013 and other applicable rules and provisions is not applicable on the Company. Therefore, no cost records have been maintained by the Company.

Foreign Exchange Earnings and Outgo

The particulars, as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 with respect to Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo are enclosed as "Annexure-6" to the Board's report.

33. Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy as required under regulation 43A of the Listing Regulations. The said Policy is uploaded on the Company's website. The weblink of the same is as follows: www.worthindia.com

34. Other Disclosures/Reporting:

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

a) The details of application made and proceeding pending under the Insolvency and Bankruptcy Code, 2016;

b) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions;

35. Acknowledgments

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Central Government of India, State Government of Madhya Pradesh, the Bankers to the Company, business associates, technical professionals within and outside the Company and after all shareholders of the Company for their valuable support and the board is looking forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day to day management.

DIN: 00405932

Place: Indore

Date: July 25, 2024