Carysil Ltd

Dear Shareholders,

Carysil Limited

Your Directors are pleased to present the Thirty Seventh (37^th) Annual Report on business and operations of Carysil Limited ('the Company') together with the Audited Annual Financial Statements for the financial year ended March 31,2024. This report states compliance as per the requirements of the Companies Act, 2013 ("the Act"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and other rules and regulations as applicable to the Company.

FINANCIAL RESULTS

The summary of Standalone and Consolidated financial performance for the year under review as compared to the previous financial year are given below:

(Rs in Crores)

COMPANY'S PERFORMANCE

On a consolidated basis, the Company has recorded a revenue from operations of ' 683.76 Crore which was increased by 15.13% as compared to previous year of ' 593.89 Crore. The net profit after tax stood at ' 58.36 Crore in 2023-24 as compared to previous year ' 52.83 Crore. The Earnings per share increased to ' 21.59 as compared to previous year ' 19.59.

On standalone basis, the Company has recorded a revenue from operations of ' 371.26 Crore which was increased by 10.59% as compared to previous year of ' 335.70 Crore. The net profit after tax stood at ' 36.27 Crore in 2023-24 as compared to previous year ' 25.58 Crore. The Earnings per share increased to ' 13.53 per share as compared to previous year ' 9.56.

DIVIDEND AND RESERVES

Considering the consistent financial performance of your Company and promising future prospects while retaining

capital to maintain a healthy Capital Adequacy Ratio and to support future growth, your Directors are pleased to recommend for approval of Members a final dividend of ' 2/- (Rupees Two Only) per equity share of face value of ' 2/- each, i.e. 100% for the financial year ended March 31,2024.

The Board has recommended the final dividend based on the parameters laid down in the Dividend Distribution Policy and the dividend will be paid out of the profits of the year.

The said dividend, if approved by the Shareholders at the ensuing Annual General Meeting ("AGM") will be paid to those Members whose name appears on the register of Members (including Beneficial Owners) of the Company as at the end of Tuesday, September 17, 2024. The said dividend, if approved by the Shareholders, would involve cash outflow of ' 5.68 Crore.

The Company proposes to transfer sum of ' 10 Crore to the General Reserves.

In view of the applicable provisions of the Income Tax Act, 1961, the dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI Listing Regulations, the Board of Director of the Company had formulated a Dividend Distribution Policy. The said policy is available on the website of the Company at Dividend Distribution Policy.

DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

EMPLOYEE STOCK OPTION PLAN AND CHANGES IN SHARE CAPITAL

During the year under review, the Nomination and Remuneration Committee of the Board had issued and allotted 43,989 Equity Shares of ' 2/- each fully paid to its employees against exercise of equal number of stock options pursuant to Acrysil Limited - Employees Stock Option Plan 2021. This resulted increase in the Company's Paid Up Equity Share Capital to ' 5,36,31,860 divided into 2,68,15,930 equity shares of ' 2/- each as on March 31, 2024 as against ' 5,35,43,882 in the previous year.

As required under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulation"), a disclosure is given as Annexure I to this Report and is also available on website of the Company at www.carysil.com.

A certificate issued by the Secretarial Auditor, certifying that all ESOP schemes has been implemented in accordance with SBEB Regulations and in accordance with the resolution(s) passed by the shareholders of the Company will be available on the website of Company at www.carysil. com during the AGM for inspection by the shareholders of the Company.

MATERIAL CHANGES AND COMMITMENTS

During the financial year, the Company has undertaken the following significant activities impacting its capital structure:

1. Issuance of Equity Shares through ESOP On

June 04, 2024, the Company issued and allotted 29,325 equity shares to eligible employees under

the Acrysil Limited - Employees Stock Option Plan 2021 (ESOP). This initiative aims to enhance employee engagement and retention by aligning their interests with the Company's growth. Detailed information about the ESOP, including the vesting period and exercise price, can be found in the Corporate Governance Report.

2. Issuance of Equity Shares through Qualified Institutional Placement (QIP): On July 03, 2024, the Company successfully raised ' 125 Crore through a Qualified Institutional Placement (QIP) by issuing and allotting 15,70,351 equity shares to qualified institutional buyers. The proceeds from the QIP will be utilised for capital expenditure, working capital, and general corporate purposes. This strategic move is expected to strengthen the Company's financial position and support its long-term growth objectives.

These activities have resulted in an increase in the Company's equity base, underscoring our commitment to the growth and value creation for our shareholders.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year, as stipulated under the SEBI Listing Regulations is presented in a separate section, forming part of the Annual Report.

CREDIT RATING

The ratings given by ICRA, a Credit Rating Agency on the Long-Term bank facility(ies) of the Company is ICRA A (Stable) and Short-Term bank facility(ies) of the Company is ICRA A2+. There was no revision in the said ratings during the year under review.

SUBSIDIARIES

As on March 31, 2024, the Company has thirteen (13) subsidiaries, including five (5) overseas subsidiaries and four (4) step down overseas subsidiary and four (4) Indian Subsidiaries.

During the Financial Year, the Company incorporated a Wholly Owned Subsidiary (WOS) Company in Turkey namely ‘Carysil Ankastre Sistemleri Ticaret Limited ?irketi'.

In accordance with Section 129(3) of the Act and Regulation 34 of the SEBI Listing Regulations, the Consolidated Financial Statements of the Company have been prepared and are forming part of this Annual Report. A statement containing salient features of the Financial Statements of subsidiary, joint ventures and associate companies are stated in the prescribed Form AOC-1 which is attached end of the Financials which forms part of the Annual Report. The statement also provides details of the performance and the financial position of each of the subsidiaries, joint ventures and associates. The consolidated financial statements presented in this Annual Report include financial performance and financial position of the subsidiary companies.

The policy for determining material subsidiaries of the Company is available on the Company's website at Material subsidiaries Policy

Performance Highlights

The Company has twelve operating subsidiary companies including step down subsidiaries and newly incorporated Wholly Owned Subsidiary ie. Carysil Ankastre Sistemleri Ticaret Limited ?irketi incorporated in November 2023, hence it is not operating Subsidiary Company as on March 31 , 2024.

The performance highlights of subsidiaries and their contribution to the overall performance of the Company during the financial year ended March 31,2024 are as under:

BOARD OF DIRECTORS, BOARD MEETINGS AND KEY MANAGERIAL PERSONNEL Composition

Your Company's Board is duly constituted and is in compliance with the requirements of the Act, the SEBI Listing Regulations and provisions of the Articles of Association of your Company. Your Board has been constituted with requisite diversity, wisdom, expertise and experience commensurate to the scale of operations of your Company.

Board Meetings

During the year under review, Eight (8) Meetings of the Board of Directors were held. A detailed update on the Board, its composition, governance of committees, number of Board and Committee meetings held during 2023-24 and attendance of the Directors thereat, is provided in the Report on Corporate Governance, which forms part of this Annual Report.

Changes in Board Composition

Details of changes in the Board Composition during the year under review are as under:

The Board places on record its sincere appreciation for the services rendered by Mr. Jagdish R. Naik; Mr. Ajit R. Sanghvi and Mr. Pradeep H. Gohil during their tenure.

Other Information

Other details pertaining to the Directors, their appointment / cessation during the year under review and their remuneration are given in the Corporate Governance Report annexed hereto and forming part of this Report.

Director seeking appointment / re-appointment

In accordance with the provisions of Section 152 of the of the Act read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Anand Sharma (DIN: 00255426) Executive Director of the Company, will retire by rotation at the ensuing AGM and being eligible, have offered himself for reappointment. The Board, on the recommendation of the Nomination & Remuneration Committee, recommended his re-appointment at the ensuing AGM.

On recommendation by Nomination & Remuneration Committee, the Board of Directors at its meeting held on August 08, 2024, re-appointed Mr. Chirag Parekh (DIN: 00298807) as a Chairman and Managing Director of the Company, liable to retire by rotation, subject to the approval of the members at the ensuing Annual General Meeting of the Company, to hold office for the term of three (3) consecutive years commencing from November 01,2024.

The brief details of Mr. Anand Sharma and Mr. Chirag Parekh proposed to be reappointed as directors, required under Secretarial Standard 2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations is provided in the Notice of ensuing AGM of the Company.

Key Managerial Personnel

As on March 31, 2024, Mr. Chirag Ashwin Parekh, Chairman and Managing Director, Mr. Anand Sharma, Executive Director & Group Chief Financial Officer and Mrs. Reena Shah, Company Secretary and Compliance Officer are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) read with Section 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Declaration of Independence by Independent Directors & adherence to the Company's Code of Conduct for Independent Directors

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1) (b) of the SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board and Senior Managerial Personnel. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Company has received confirmation from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Constitution of various Committees

The Board of Directors of the Company has constituted following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

During the year under review, all the recommendations made by the Committees of the Board, including the Audit Committee, were accepted by the Board.

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.

Compliance with Secretarial Standards

During the year under review, your Company has duly complied with the applicable provisions of the Revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

Policies on the appointment of Directors and their Remuneration

The Board recognises the importance of having a diversified board viz constructive discussion, better decision making and long-term value creation for all the stakeholders. In order to ensure diversity, standardise the process of selection of an individual at the Board or senior management level and pursuant to the provisions of Section 178 of the Act read with Regulation 19 of the SEBI Listing Regulations, the Company has formulated and adopted a Nomination & Remuneration Policy on appointment and remuneration of directors, senior management and Key Managerial Personnel including criteria for determining qualifications, positive attributes, independence of a director and other matters. The Nomination and Remuneration Policy is available on the website of the Company at Nomination and Remuneration Policy .

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.

Annual Evaluation by the Board

The Nomination and Remuneration Committee (NRC) has approved a framework / policy for performance evaluation of the Board, Committees of the Board and the individual members of the Board (including the Chairperson) which includes criteria for performance evaluation, which is reviewed annually by the Committee. A questionnaire for the evaluation of the Board, its committees and the individual members of the Board (including the Chairperson), designed

in accordance with the said framework and covering various aspects of the performance of the Board and its Committees, including composition and quality, roles and responsibilities, processes and functioning, adherence to Code of Conduct and Ethics and best practices in Corporate Governance as mentioned in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017 was circulated to the Directors. Pursuant to the provisions of the Act and SEBI Listing Regulations and based on policy devised by the committee, the board has carried out annual evaluation of its own performance, its committees and individual directors.

The board performance was evaluated on inputs received from all the Directors after considering criteria as mentioned aforesaid. The performance of the committees was evaluated by the Board of Directors on inputs received from all the committee members after considering criteria as mentioned aforesaid. Pursuant to SEBI Listing Regulations, performance evaluation of independent director was done by the entire board, excluding the independent director being evaluated. The performance evaluation of non-independent directors and the board as a whole and Chairman of the Board was also carried out by the Independent Directors of the Company through separate meeting of independent directors held on March 19, 2024.

Familiarisation Program for Independent Directors

The Company has developed and adopted structured induction programs for orientation and training of directors at the time of joining and during their term to ensure familiarisation of directors with, the management and operations of the Company including business models, services, products, processes, culture and the industry in which it operates. A note on the familiarisation programme adopted by the Company for orientation and training of the Directors is provided in the report on Corporate Governance, which forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board to the best of their knowledge and based on the information and explanations received from your Company, confirms that:

a. the applicable Accounting Standards had been followed in the preparation of the annual accounts along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and such judgments and estimates have been made 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 of the Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e. the proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively; and

f. the system to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE ON NON DISQUALIFICATION OF DIRECTORS

Mr. Punit Shah (COP No. 7506), Proprietor of M/s. P. C. Shah & Co., Practicing Company Secretaries has issued a certificate as required under the SEBI (LODR) Regulations, 2015, confirming that none of the Directors on the Board of your Company have been debarred or disqualified from being appointed or continuing as Director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory Authority. The certificate forms part of this Report.

Statutory Auditors and Auditor's Report

In accordance with the provisions of the Act, M/s. P A R K & Company, Chartered Accountants (Firm Registration No 116825W) have been appointed as the Statutory Auditors of the Company, for a period of five years i.e. upto the conclusion of 40^th AGM to be held for the adoption of accounts for the financial year ending March 31, 2027. Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors' Report does not contain any qualification, observation, adverse remark or disclaimer.

Cost Auditors

The Company has maintained cost records as specified by Central Government u/s 148(1) of the Act. M/s. S. K. Rajani & Co., Cost Accountants, were appointed as the Cost Auditor for the financial year 2023-24 to conduct the auditof the cost records of the Company and they have been reappointed as the Cost Auditor for the financial year 202425. In terms of the provisions of Section 148(3) of the Act, read with the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration payable to the Cost Auditor has to be ratified by the Members of the Company. Accordingly, at the ensuing AGM, the Board seeks ratification of the remuneration payable to the Cost Auditor for the financial year 2024-25.

Cost records as specified by the Central Government under sub section (1) of Section 148 of the Act are made and maintained by the Company.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. P. C. Shah & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31,2024, in the prescribed Form MR - 3 is attached to this Report as Annexure II. The said Secretarial Audit Report does not contain any observation or adverse remark.

The Board, on the recommendation of the Audit Committee, has re-appointed M/s P. C. Shah & Co., Company Secretaries in Practice, who have confirmed their eligibility for the said re-appointment, to conduct the secretarial audit of the Company for FY 2024-25.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the SEBI Listing Regulations, the Secretarial Compliance Report for the financial year ended March 31, 2024, has been submitted to the Stock Exchanges.

Further, in this regard, please note that the Company does not have any material unlisted Indian subsidiaries during financial year 2023-24.

Internal Auditors

M/s. PBMN & Co. Chartered Accountants (Firm Regn No. 007878) conducted an Internal Audit of the Company for the financial year 2023-24. Auditors suggestions and corrective actions thereon are presented to the Audit Committee of the Board.

Details of fraud reported by the Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor of the Company have reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK

In the opinion of the Board, the Company has an Internal Financial Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

The Act has mandated the Company to have a formal framework of Internal Financial Controls (IFC) and has also laid down specific responsibilities on the Board, Audit Committee, Independent Directors and Statutory Auditors with regard to IFC.

Accordingly, the Company has adopted financial control system and framework to ensure:

• The orderly and efficient conduct of its business,

• Safeguarding of its assets,

• The prevention and detection of frauds and errors,

• The accuracy and completeness of the accounting records, and

• The timely preparation of reliable financial information.

The Board reviews the effectiveness of controls documented as part of IFC framework, and take necessary corrective actions wherever weaknesses are identified as a result of such reviews. These have been designed to provide reasonable assurance about recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of Corporate Policies.

Based on this evaluation, no significant events had come to notice during the year that have materially affected, or are reasonably likely to materially affect, our IFC. The management has also come to a conclusion that the IFC and other financial reporting was effective during the year and is adequate considering the business operations of the Company.

The Statutory Auditors of the Company has audited the IFC with reference to Financial Reporting and their Audit Report is annexed as "Annexure B" to the Independent Auditors' Report under Standalone Financial Statements and Consolidated Financial Statements respectively. Internal Controls are continuously evaluated by the Internal Auditors and Management. Findings from internal audits are reviewed by the Management and by the Audit Committee and corrective actions and controls have been put in place wherever necessary. Scope of work of Internal Auditors covers review of controls on accounting, statutory and other compliances and operational areas in addition to reviews relating to efficiency and economy in operations.

During the year, Internal Financial Controls (IFC) testing process was done in order to review adequacy and strength of IFC followed by the Company. As per the assessment, there are no major concerns and controls are strong.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and those systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Act and Rules framed thereunder, your Company has adopted a policy for Corporate Social Responsibility (CSR) and the Board has constituted a Committee for implementing the CSR activities. Composition of the Committee and other details are provided in the Corporate Governance Report. In the financial year 2023-24, the Company has undertaken various CSR activities directly and/or through implementing agency and the projects undertaken by the Company are in accordance with Schedule VII of the Act. The report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in "Annexure MI", forming part of this report.

RISK MANAGEMENT

In compliance with Regulation 21 of the SEBI Listing Regulations, a Risk Management Committee has been constituted by the Board. The Risk Management Committee is entrusted with roles and powers as specified in Part D of Schedule II of SEBI Listing Regulations.

The Company has laid out a risk management policy which can be accessed at Risk management policy for identification and mitigation of risks. The Company has also constituted a Risk Management Committee which is chaired by the Managing Director and has Senior Leadership of the Company as its members. The Management Risk

Committee identifies the key risks for the Company, develops and implements the risk mitigation plan, reviews and monitors the risks and corresponding mitigation plans on a regular basis and prioritises the risks, if required, depending upon the effect on the business/reputation.

The other details in this regard are provided in the Report on Corporate Governance, which forms a part of this Annual Report.

PARTICULARS OF EMPLOYEES

The statement of disclosure of remuneration under Section 197 of the Act and Rule 5(1) and Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached to this Report as Annexure IV.

INSURANCE

The Company takes a very pragmatic approach towards insurance. Adequate cover has been taken for all movable and immovable assets against unforeseeable perils like fire, riot, earthquake, floods, terrorism etc. and other risks which are considered necessary by the management. In addition to this coverage, a statutory Public Liability Insurance Policy has been taken to cover the Company for providing against the public liability arising out of industrial accidents for employees working in plants.

RELATED PARTY TRANSACTIONS

All the related party transactions entered during the financial year were at arm's length basis and in the ordinary course of the Company's business. All such contracts or arrangements were entered into only with prior approval of the Audit Committee. Omnibus approval was obtained for the transactions of repetitive nature. In compliance with the requirement of SEBI Listing Regulations, names of related parties and details of transactions with them have been included in notes to the financial statements provided in this Annual Report. The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board are available on the Company's website at Materiality of Related Party Transactions Policy.

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 and thus, a disclosure in the prescribed Form AOC-2 in terms of Section 134 of the Act is not required.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 in Form MGT 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at Annual Return.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance, reinforcing the valuable relationship between the Company and its Stakeholders.

Pursuant to Regulation 34 of the SEBI Listing Regulations, a separate report on Corporate Governance has been included in this Annual Report along with a certificate from the Statutory Auditors of the Company regarding the compliance with the provisions of the Corporate Governance.

All Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year 2023-24. A declaration to this effect signed by the Chairman & Managing Director of the Company is contained in this Annual Report.

CHAIRMAN & MANAGING DIRECTOR (CMD) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE

In compliance with the SEBI Listing Regulations, the Company have obtained the compliance certificate outlined in Part B of Schedule II from Mr. Chirag Parekh, Chairman and Managing Director and Mr. Anand Sharma, Executive Director, Group Chief Financial Officer, for the financial year 2023-24, affirming the accuracy and completeness of the Financial Statements and associated matters. This certificate is included as an integral component of this annual report.

ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of environmentally clean and safe operations. Your Company endeavours that the conduct of all operations is in such manner so as to ensure safety of all and compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34 of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report covering disclosures on the Company's performance on Environment,

Social and Governance parameters for 2023-24 is attached and forms part of this Report and also available on the Company's website at Business Responsibility and Sustainability Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has implemented a Vigil Mechanism Policy, also known as the Whistleblower Policy, to address instances of fraud and mismanagement. This policy empowers the Company's stakeholders to report genuine concerns regarding unethical behavior, suspected fraud, or breaches of the Code of Conduct. Additionally, it facilitates the reporting of incidents or suspected leaks of unpublished price-sensitive information.

This policy ensures the strict confidentiality of whistleblowers while handling their concerns and stipulates non-discriminatory treatment for individuals raising genuine concerns. Moreover, it includes a provision for direct access to the Chairman of the Audit Committee in emergency cases. The Vigil Mechanism/Whistleblower Mechanism Policy is publicly accessible on the Company's website at The Vigil Mechanism/Whistleblower Mechanism Policy

During the year under review, Nil complaint pertaining to the Company were received under the Whistle Blower mechanism.

DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee ('ICC') is in place for all works and offices of the Company to redress complaints received regarding sexual harassment.

During the year under review, there were no complaints pertaining to sexual harassment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be given under Section 134 of the Act, read with the Companies (Accounts) Rules, 2014 is attached as Annexure V and forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans given, investments made or guarantees given or security provided by the Company as required under Section 186 of the Act and the SEBI Listing Regulations are contained in the notes to the financial statements of the Company.

HUMAN RESOURCE

Your Company firmly believes that Human Resource function is closely integrated with the business and has been an important pillar supporting growth aspiration.

The function focuses on Leadership Development, Succession Planning and Skills & Competency Development. At Carysil, the Human Resource function is a business partner that focuses on improving the way of life, work culture, employee engagement, productivity, effectiveness and efficiency. The Company believes in developing an engaged, efficient and committed employee base that is aware and empowered. Employee Engagement Programs are integral part of the function and are designed in a manner that keeps motivational levels high and they range from competitive sports to celebration festivals, cultural events to recognition through rewarding for exceptional achievement. Company also conducts in-house training programs to develop leadership as well as technical / functional capabilities in order to meet future talent requirements. Industrial relations were cordial throughout the year.

GENERAL

Your directors state that no disclosures or reporting is required in respect of the following items, as the same is either not applicable to the Company or relevant transactions/events have not taken place during the year under review.

1. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (including sweat Equity shares) to employees of the Company under any Scheme save and except Employee Stock Option Scheme referred to in this Report.

3. There is no application/proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review. Further, there are no instances of onetime settlement with any Bank or Financial Institutions.

ACKNOWLEDGEMENT

Your Directors would like to thank all the stakeholders viz., Consumers, Shareholders, Employees, Government, Suppliers, Business Partners, Bankers and all other Business Associates for their continuous support to the Company and its Management.