Barbeque-Nation Hospitality Ltd

To

The Members

Barbeque-Nation Hospitality Limited

Your Directors have pleasure in presenting the Eighteenth (18^th) Annual Report of the Company, together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2024 (FY2024).

1. FINANCIAL SUMMARY OR HIGHLIGHTS:

2. STATE OF THE COMPANY'S

AFFAIRS AND BUSINESS PROSPECTS:

In FY2024, the Company embraced a transformative strategy of "Diversified Growth" in response to the evolving dining landscape post-pandemic. Recognizing the challenges of oversupply and fluctuating consumer demand, we streamlined our operations by rationalization of our portfolio, enhancing the efficiency and sustainability of our core operations. Concurrently, we expanded our reach by enhancing online delivery offerings, and growing the Toscano. Also we have acquired Salt brand, thus broadening our culinary offerings and market presence.

These strategic moves have fortified our foundation, allowing us to adapt swiftly to market demands while exploring new growth opportunities. We remain focused on operational excellence and market diversification for robust growth and innovation. This approach underscores our commitment to Diversified Growth, ensuring long-term success in a dynamic business environment.

In FY2024, we reported operating revenue of Rs. 1,255 Crores, a growth of 1.7% compared to last year. The subsidiaries of the Company continued to perform well and accounted for 16.65% of the consolidated revenue. Our International business continued its strong performance and recorded a revenue of Rs. 90 Crores, Y-o-Y growth of 28% with reported EBITDA margins of 32%. Toscano's performance was also encouraging, it reported a revenue of Rs. 108 Crores, Y-o-Y growth of 18.7% with reported EBITDA margins of 26%.

Looking ahead, the Company remains focused on driving sustainable growth and delivering value to stakeholders. With a solid foundation established through strategic initiatives, the Company is well-positioned to capitalize on emerging opportunities and navigate potential challenges in the dynamic market landscape.

The state of affairs, business performance, initiatives undertaken and business prospects of the Company are more fully articulated in the non-statutory part and Management Discussion and Analysis Report (MD&A) which forms part of the Annual Report.

3. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the Company during the financial year 2023-24.

4. DIVIDEND:

Your Company has in place a Dividend Distribution Policy for the purpose of declaration and payment of dividend in accordance with the provisions of the Companies Act, 2013 (the "Act") and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations"). The Dividend Distribution Policy is available on the website of the Company at https://www.barbequenation. com/corporate-governance-policies

Considering the need to conserve resources for meeting the future expansion plans in India and overseas which will contribute to long-term shareholder value, the Board has not recommended any dividend for the FY2024.

5. AMOUNT CARRIED TO RESERVES:

The details with respect to movement in reserves of the Company for the financial year 2023-24 is available in the Financial Statements, which forms an integral part of the Annual Report.

6. ANNUAL RETURN:

Pursuant to Sections 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return, i.e. Form MGT-7 of the Company for the financial year 2023-24 is available on the website of the Company at https://www.barbequenation.com/postal-ballot

7. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Your Company has a mix of Executive, Non-Executive and Independent Directors ensuring the Board's independence and the clear segregation of governance and management functions.

As on the date of this report, your Board consists of 10 (ten) members, which includes 2 (two) Executive Directors, 3 (three) Independent Directors including 1 (one) woman Independent Director, 4 (four) Non-Executive Directors and

1 (one) Additional Director in the category of Independent. The Board periodically evaluates the need for change in its composition and size.

The composition of the Board of Directors, Key Managerial Personnel (KMP) and changes in the composition of the Board and KMP during the financial year 2023-24 and upto the date of this report are furnished below:

The composition of the Board of Directors, Key Managerial Personnel (KMP) and changes in the composition of the Board and KMP during the financial year 2023-24 and upto the date of this report are furnished below: (Contd.)

Changes in Directors:

Directors appointed/re-appointed during the financial year 2023-24 and upto the date of this report:

#1 Mr. Ajay Nanavati Vipin was appointed as an Additional Director in the category of Independent Director of the Company pursuant to the resolution passed by the Board of Directors at their Meeting held on May 23, 2024.

#2 Mr. Azhar Yusuf Dhanani was appointed as an Additional Director of the Company pursuant to the resolution passed by the Board of Directors at their meeting held on August 7, 2023 and appointed as a Non-Executive Director pursuant to the resolution passed by the Shareholders at the 17^th Annual General Meeting held on September 25, 2023.

Directors resigned during the financial year 2023-24:

During the FY2024, none of the Directors had resigned from the Board of the Company.

Declaration by Independent Directors:

The Company has received necessary declarations/disclosures from all the Independent

Directors to the effect that they meet the criteria of independence as provided under Section 149(6) of the Act and Rules made thereunder and Regulation 16(1)(b) of SEBI (LODR) Regulations.

8. BOARD MEETINGS:

5 (five) Board meetings were held during the financial year 2023-24. The maximum gap between any two meetings was within the stipulated time period as prescribed under the Act and SEBI (LODR) Regulations. The full details of meetings of the Board and its Committees are given in the Corporate Governance Report which forms part of the Annual Report.

9. COMMITTEES OF THE BOARD:

As on March 31, 2024, your Board has 5 Committees viz., Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility & Sustainability Committee, Stakeholders' Relationship Committee and Risk Management Committee. The composition of the Committees, roles and responsibilities and meetings held, as per the applicable provisions of the Act and rules made thereunder, and SEBI (LODR) Regulations, are disclosed separately in the Corporate Governance Report which forms part of the Annual Report.

10. CORPORATE GOVERNANCE REPORT:

The Company diligently follows and adheres to best governance practices, cultivating a robust value system centered on five guiding principles viz., stewardship, transparency, accountability, integrity, and adherence to Environmental, Social, and Governance (ESG) principles. These principles are designed to benefit all stakeholders. The Corporate Governance Report for the FY2024, as required under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, forms part of the Annual Report.

The Compliance Certificate issued by Mr. Vijayakrishna K T, Practising Company Secretary, on compliance with conditions of Corporate Governance as stipulated in SEBI (LODR) Regulations is annexed to this report as

Annexure-1.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion & Analysis Report (MD&A) for the FY2024, as required under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, forms part of the Annual Report.

12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Business Responsibility and Sustainability Report (BRSR) for the FY2024, as required under Regulation 34 of the SEBI (LODR) Regulations, forms part of the Annual Report.

13. PERFORMANCE EVALUATION OF THE BOARD:

Your Board has implemented a formal mechanism for evaluating its performance, along with that of its Committees and individual Directors, including the Chairperson of the Board. This evaluation was conducted through a structured questionnaire covering various aspects of the Board and Committees' functioning. The detailed process for the annual evaluation of the Board's performance, its Committees, Chairperson and individual Directors, including Independent Directors, is disclosed in the Corporate Governance Report which forms part of the Annual Report.

14. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of the Board's knowledge and belief and according to the information and explanations obtained by the Board, your Directors make the following statements in terms of Sections 134(3)(c) and 134(5) of the Act: a) in the preparation of the annual accounts for the financial year 2023-24, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have 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 as on March 31, 2024 and of the Profit and Loss of the Company for that period;

c) the Directors have 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;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

Your Company has adopted Nomination

& Remuneration Policy for the purpose of Directors' appointment and payment of remuneration to them, including criteria for determining qualifications, positive attributes and independence of a Director, in accordance with Section 178(3) of the Act and the rules made thereunder. The said Policy is available on the website of the Company at www.barbequenation. com/corporate-governance-policies

16. LOANS, GUARANTEES AND INVESTMENTS:

Particulars of loans granted, guarantees given and investments made by the Company, pursuant to Section 186 of the Act and the rules made thereunder, for the financial year 2023-24 are provided in the Financial Statements, which forms an integral part of the Annual Report.

17. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered into by the Company during the financial year 2023-24 with its related parties were conducted in the ordinary course of business and on arm's length basis. These Related Party Transactions (RPTs) were subject to prior approval of the Audit Committee.

During the financial year 2023-24, the Company has not entered into any materially significant related party transaction that requires the approval of Shareholders under Regulation 23 of SEBI (LODR) Regulations or Section 188 of the Act. Disclosures on RPTs under Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2, is not applicable to the Company for the financial year 2023-24 and accordingly, the said form is not enclosed in this report. Details of RPTs are provided in the form of Notes to Financial Statements (both Standalone and Consolidated), as per the applicable Accounting Standards.

The Policy on RPTs, as approved by the Board, is available on the Company's website at https://www.barbequenation.com/corporate-governance-policies

Authorized/Nominal Share Capital as on March 31, 2024:

The Company has only one class of Equity Shares.

Issued, Subscribed and Paid-up Share Capital and changes therein during the financial year 2023-24:

#Details of shares issued during the financial year 2023-24:

Approvals of the Board of Directors and Shareholders of the Company for the aforesaid issue of shares have been obtained, wherever necessary.

B. Other Disclosures on Share Capital:

19. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to Sections 124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), any amount in the Unpaid Dividend Account, the application money received for allotment of any securities and due for refund, principal amount of matured deposits and debentures and interest accrued thereon, redemption amount of preference shares, etc., remaining unclaimed and unpaid for a period of 7 (seven) years from the date it became due for payment by the Company shall be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. Additionally, the shares on which dividend has not been paid or claimed by the shareholders for 7 (seven) consecutive years or more shall also be transferred to IEPF, pursuant to Section 124(6) of the Act and the rules made thereunder.

Further, it is hereby confirmed that the Company is not required to transfer any amount to the IEPF.

20. EMPLOYEE STOCK OPTION SCHEME:

In order to attract and retain talented and key employees, and to reward them for their performance, the Company has adopted 2 (two) Employee Stock Option Schemes viz., "Barbeque Nation Hospitality Limited - Employee Stock Option Plan 2015" (‘ESOP Plan 2015') and "Barbeque Nation Hospitality Limited - Employee Stock Option Plan 2022" (‘ESOP Plan 2022'). Both the ESOP Schemes are administered by the Nomination and Remuneration Committee of the Board for the benefit of employees of the Company and its Subsidiaries.

ESOP Plan 2015:

At the 17^th Annual General Meeting held on September 25, 2023, the Shareholders approved: a) The repricing of ESOPs granted during the financial year 2021-22 and 2022-2023; and

b) Modification of the ESOP Plan 2015 to the extent of insertion of new proviso under clause 6.5, as mentioned hereunder:

"In case of repricing of Options, the overall vesting period (from the initial grant) of those repriced Options shall not exceed 5 years."

ESOP Plan 2022:

At the 17^th Annual General Meeting held on September 25, 2023, the Shareholders approved: a) the repricing of ESOPs granted during the financial year 2022-2023; and

b) Modification of ESOP Plan 2022 to the extent of insertion of new proviso under clause 6.1, as mentioned hereunder:

"In case of repricing of Options, the overall vesting period (from the initial grant) of those repriced Options shall not exceed 5 years."

The certificate from the Secretarial Auditor of the Company stating that ESOP Plan 2015 and ESOP Plan 2022 have been implemented in accordance with SEBI (Share Based Employees Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolutions passed by Shareholders of the Company in the general meeting, will be placed before the Shareholders at the Annual General Meeting and the same will also be made available on the website of the Company.

The disclosures as required under Rule 12 of the Companies (Share Capital and Debentures)

Rules, 2014 and SEBI (Share Based Employees Benefits and Sweat Equity) Regulations, 2021, is available on the website of the Company at https://www.barbequenation.com/postal-ballot .

(i) the steps taken or impact on conservation of energy:

Although the Company is engaged in the restaurant business, the Company is dedicated to usage of its energy requirements prudently and implementing energy conservation measures across all its operations.

The Company has taken significant steps towards energy conservation, including:

• Implementation of LED lighting systems to minimize energy consumption during operations.

• Deployment of an IoT-based Electricity Management system, featuring Variable Frequency Device (VFD) panels in new outlets. These panels automatically detect power requirements and optimize equipment operations to conserve power.

• Ongoing efforts to implement an energy management system for AC units and refrigerators to monitor and optimize energy usage.

These measures reflect the Company's commitment to sustainability and responsible resource management.

(ii) the steps taken by the Company for utilising alternate sources of energy: Nil (iii) the capital investment on energy conservation equipments: Nil

B. Technology Absorption:

Technology plays a pivotal role in today's digital era and the Company recognizes its significance. The Company is committed to embracing and utilizing the technology at every possible step to enhance its operations and stay competitive.

Detailed information about conservation of energy and technology absorption and adoption by the Company is available in the MD&A and BRSR which forms part of the Annual Report.

Foreign Exchange Earnings:

*Foreign inward remittance received through international cards against the sale of food & beverages at restaurants.

Foreign Exchange Outgo (on CIF value basis):

22. RISK MANAGEMENT POLICY:

The business and financial risks faced by the Company are akin to any other Company in the same line of business. To address these risks, your Board has constituted a dedicated Risk Management Committee and implemented a comprehensive Risk Management Policy.

This policy aims to manage uncertainty and adapt to changes in both internal and external environment, thereby minimizing negative impacts and maximizing opportunities. The robust enterprise risk management framework enables the Company to identify and evaluate business risks and opportunities transparently.

By mitigating adverse impacts on business objectives and enhancing the Company's competitive edge, this framework strengthens the Company's ability to navigate challenges and capitalize on emerging opportunities.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company has constituted a Corporate Social Responsibility and Sustainability (CSRS) Committee and has adopted Corporate Social Responsibility Policy in accordance with the provisions of Section 135 of the Act and the rules made thereunder. The CSR Policy is available on the Company's website at https://www. barbequenation.com/corporate-governance-policies . Further, details of CSRS Committee and its roles and responsibilities are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

The Company is not required to make any CSR contribution for the financial year 2023-24 as its average net profits for the 3 immediately preceding financial years is nil and has average net loss.

The Annual Report on CSR activities for the financial year 2023-24, as required under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed in this report as

Annexure-2.

24. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

Your Company has an internal control system which is commensurate with the size, scale and complexity of its operations, with a focus on promoting the interest of all stakeholders. This system aims to facilitate operations while managing financial, business, and operational risks, prioritizing integrity and ethics within the organizational culture.

Pursuant to Section 138 of the Act and the rules made thereunder and resolution passed by the Board at its meeting held on May 27, 2023, Mr. Mukunth Jeyasingh, Head - Internal Audit and an employee of the Company, was appointed as an Internal Auditor of the Company for conducting internal audit of first quarter of financial year 2023-24.

Further, in the board meeting held on September 27, 2023, Messrs. Deloitte Touche Tohmatsu India LLP were appointed as an Internal Auditor of the Company for conducting internal audit for the period from July 1, 2023 to December 31, 2026.

The scope and authority of the internal audit is defined by the Audit Committee. The Internal

Auditor efficacy monitors and evaluates the and adequacy of internal control system in the Company, ensuring compliance with the accounting procedures, financial reporting standards, and policies across all locations of the Company. Based on the internal audit reports, process owners undertake corrective actions, wherever necessary, within their respective areas to strengthen the controls.

Your Company has laid down a set of standards, processes and structures which enables the Company to implement internal financial control across the organisation and ensure that the same are adequate and operating effectively.

25. PROHIBITION OF INSIDER TRADING:

In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted ‘Code of Conduct for Prevention of Insider Trading' and ‘Code for Fair Disclosure of Unpublished Price Sensitive Information'. The Code for Fair Disclosure is available on the Company's website at www.barbequenation.com/corporate-governance-policies .

The Company has implemented a framework for regulating, monitoring and reporting of trading in Securities of the Company by Designated Persons (DPs) and their immediate relatives.

26. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177 of the Act and the rules made thereunder and SEBI (LODR) Regulations, the Company has in place a Whistle Blower Policy for Directors and employees to report any genuine concerns, unethical behaviours, misuse of any UPSI, actual or suspected fraud or violation of the Company's Code of Conduct. The vigil mechanism provides adequate safeguards against victimization of director(s) or employee(s) or any other person who avails the mechanism.

The said policy is available on the website of the Company at https://www.barbequenation.com/ corporate-governance-policies .

27. REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

Disclosures in relation to remuneration paid to Directors, Key Managerial Personnel and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-3.

Further, full details of remuneration paid to Directors is disclosed under the Corporate Governance Report which forms part of the Annual Report.

The statement and particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report.

In terms of proviso to Section 136(1) of the Act, the Board's Report and Financial Statements are being sent to the Shareholders, excluding the aforesaid information. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at compliance@ barbequenation.com . The said information is also open for inspection at the registered office of the

Company during the working hours.

28. HOLDING, SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

The details of subsidiaries, associate companies and joint ventures of the Company are furnished below:

#1 At the Board Meeting held on September 27, 2023, the Board approved the acquisition of Blue Planet Foods Private Limited.

#2 Barbeque Nation Holdings Pvt. Ltd., Mauritius is under strike-off process.

#3 Barbeque Nation Bahrain W.L.L has received Commercial Registration Certificate (active without License) from the Ministry of Industry and Commerce, Kingdom of Bahrain on January 4, 2023 and received final Commercial Registration Certificate (active) on June 5, 2023.

#4 On the basis of voting rights and control, BBQ Mena has 100% control over the step down subsidiaries.

Salient features of the financial statements, including performance and financial position of Subsidiaries of the Company for the financial year 2023-24 are given in Form AOC-1 which is annexed to this report as Annexure-4. Your Company has in place a Policy for determining Material Subsidiaries and the said Policy is available on the website of the Company at https://www.barbequenation. com/corporate-governance-policies .

Pursuant to the provisions of Section 136 of the Act and Regulation 46 of the SEBI (LODR) Regulations, separate audited financial statements of the subsidiaries are available on the website of the Company at https://www.barbequenation. com/investor .

Except as disclosed above, no other Company has become or ceased to be a subsidiary, joint venture or associate of the Company during the financial year.

A. Statutory Auditors:

Pursuant to the provisions of Section 139(2) of the Act, Messrs. Deloitte Haskins & Sells, Chartered Accountants (ICAI Firm Registration No. 008072S), were re-appointed as Statutory Auditors of the Company for the second term of 5 (five) consecutive years at the 12^th Annual General Meeting (AGM) held on June 4, 2018 and were holding office until the conclusion of 17 ^th AGM.

Considering the completion of term of appointment by the abovementioned auditors, the Shareholders, at the 17^th AGM held on September 25, 2023, have approved the appointment of Messrs. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration Number: 101049W/E300004), as Statutory Auditors of the Company for a period of 5 consecutive years from the conclusion of 17^th AGM until the conclusion of 22^nd AGM of the Company.

The Auditor's Report, read together with Annexure referred to in the Auditor's Report for the financial year ended March 31, 2024, do not contain any qualification, reservation, adverse remark or disclaimers.

Further, the Statutory Auditors have not reported any frauds in terms of Section 143(12) of the Act during the financial year 2023-24 and hence, the details which are required to be disclosed under Section 134(3)(ca) of the Act are not applicable.

B. Secretarial Auditor:

The Board at its meeting held on February

5, 2024 has approved the appointment of Mr. Vijayakrishna K T, Practising Company Secretary (FCS No: 1788; C.P. No: 980),

Bengaluru, as Secretarial Auditor of the Company for conducting Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year 2023-24 received from Mr. Vijayakrishna K T in Form MR-3 is enclosed to this report as Annexure-5. The report does not contain any qualifications, reservations, adverse remarks or disclaimers.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace ecting the financial position of the Company aff

(Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The Company has constituted Internal Complaints Committee (ICC) to redress the sexual harassment complaints. The constitution and composition of the ICC is in accordance with the POSH Act.

Following is the summary of sexual harassment complaints received and disposed-offduring the financial year 2023-24:

31. SECRETARIAL STANDARDS:

During the financial year 2023-24, your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

32. EVENTS OCCURRING AFTER THE BALANCE SHEET DATE:

There are no significant events to have occurred after the Balance Sheet date which have material impact on the financial statements.

33. MATERIAL CHANGES & COMMITMENTS:

There are no material changes and commitments

which have occurred between the end of the financial year of the Company to which the financial statements relate to and the date of this report.

34. DISCLOSURE BY LARGE CORPORATES:

With reference to Regulation 50B of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 read with SEBI Master Circular No. SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 (updated as on April 13, 2022) and SEBI Circular No. SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, as amended from time to time, on issue and listing of Non-Convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper, we hereby confirm that the Company is not a "Large Corporate" as on March 31, 2024 or in the previous financial years in terms of the applicability criteria mentioned in clause 1.2 of Chapter XII of the of the SEBI Master Circular.

Hence, the requirement of raising minimum 25% of incremental borrowings in a financial year through issuance of debt securities is not applicable to the Company.

35. OTHER DISCLOSURES:

Disclosures Board's Comment

One-Time Settlement with the During the financial year 2023-24, your Company has not entered banks and financial institutions into any One-Time Settlement with banks or financial institutions. Cost Audit Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act are not applicable to the Company.

Details of significant and During the financial year 2023-24, no significant or material orders material orders passed by were passed by any regulators, courts or tribunals which impact the the regulators or courts going concern status and operations in the future. or tribunals impacting the going concern status and Company's operation in future Statement of Deviation(s) or During the financial year 2023-24, the Company has not raised any Variation(s) money through preferential issue or any money raised through Initial

Public Offer/preferential issue is pending unutilized at the end of the financial year.

36. ACKNOWLEDGEMENTS:

The Directors place on record their sincere appreciation for the cooperation and continued support extended by customers, landlords, employees, shareholders, investors, partners, vendors, suppliers, bankers, the Government, statutory and regulatory authorities, stock exchanges, depositories and other intermediaries to the Company.

We anticipate and value the continued support and co-operation of all our stakeholders.