Data Patterns (India) Ltd

FY 2023-24

Dear Shareholders,

The Company is pleased to present its Twenty Sixth Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended March 31,2024.

1. Financial highlights for the year ended March 31,2024:

The audited financial statements of the Company as on March 31, 2024 are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and provisions of the Companies Act, 2013 ("Act")The summarized financial highlights are depicted below:

(Rs. in Crs)

2. Business and Operations Review:

The key aspects of your Company's performance during the financial year 2023-24 are as follows:

a) Revenue

Total revenue of your Company for FY 2023-24 stood at INR 565.83 Crores as against INR 462.67 Crores for FY 2022-23 marking an increase of 22.30%.

This revenue growth was contributed by increase in Order inflow and timely execution of the same. Revenue from all product categories showed a good growth during the year. Radar and Electronic Warfare products contributed INR 318.60 Crore to the revenue as against INR 267.58 Crore for the previous year.

b) Operating and administrative expenses

Operating and administrative expenses (comprising of cost of material consumed, employee cost and other administrative expenses) during FY 2023-24 were INR 298.18 Crores, an increase of 5.87% over the previous year figure of INR 281.64 Crores.

c) Depreciation and amortization expenses

Depreciation and amortization expenses during FY 2023-24 were INR 16.13 Crores, an increase of 91.1% over the previous year's figure of INR 8.46 Crores, mainly on account of addition to Plant & machinery and computers.

d) Finance Costs

Finance costs reduced by 20.54% in FY 2023-24 (INR 9.33 Crores as against INR 7.74 Crores in FY 2022-23).

The Company operates only in one business segment i.e. manufacture, sale and service of defence electronics, and hence does not have any reportable segment as per Indian Accounting Standard 108 "operating segments".

3. Utilization of Proceeds of IPO and QIP:

The proceeds of funds raised under Initial Public Offering (IPO) of the Company are being utilized as per Objects of the Issue. The details of utilization of proceeds from IPO and pre-IPO placement, net of IPO expenses (inclusive of GST) are as follows:

(Rs. in Crs)

Out of the total fund raised by the Company under IPO, an amount of Rs. 12.51 crores remain unutilized as on March 31,2024.

The proceeds of funds raised under Qualified Institutional Placement of the Company are being utilized as per Objects of the Issue. The disclosure in compliance with the Regulation 32 (7A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the details of utilization of proceeds from QIP net of QIP expenses (inclusive of GST) are as follows:

(Rs. in Crs)

Out of the total fund raised by the Company under Qualified Institutional Placement, an amount of Rs. 224.95 crores is unutilized as on March 31,2024.

4. Capital Expenditure:

During the financial year 2023-24, the Company added Rs. 54.73 Crores to its gross block with capital expenditure, including Right to Use of the Assets (ROU) which comprised Rs. 18.00 Crores on building & lease, Rs. 30.39 Crores on technology infrastructure, Rs. 6.06 Crores on physical infrastructure and the balance Rs. 0.28 Crores on intangible asset addition.

5. Liquidity :

The Company maintains a adequate cash balance to meet its strategic objectives. The liquid assets stood at Rs. 392.69 Crores at the end of the year against Rs. 547.78 Crores in the previous year. The Company's cash balance as on March 31, 2024 was Rs. 88.14 Crores.

6. Share Capital:

At the end of the current financial year, the Company's paid-up Equity Share Capital stood at Rs. 11,19,67,938/- consisting of 5,59,83,969 fully paid- up equity shares of Rs. 2/- each.

7. Net worth:

As of March 31,2024, the Company's net worth stood at Rs. 1,324.21 Crores against Rs. 1,167.08 Crores at the end of the previous financial year.

8. Dividend:

The Company has paid a final dividend of Rs. 4.50/- per equity share amounting to INR 25.19 Cr. for FY 2022-23, which was approved by the shareholders in the last AGM held on August 09, 2023. The Board of Directors has recommended a final dividend of Rs. 6.50/- per equity share amounting to INR 36.39 Cr. for FY 2023-24, which will be paid to shareholders on or before August 29, 2024, once approved by the Shareholders in the ensuing Annual General Meeting.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the website of the Company. The weblink for the same is https://www. datapatternsindia.com/investors/files/Dividend Distribution Policy.pdf

9. Transfer to Reserve:

As permitted under the Companies Act, 2013, the Board of Directors do not propose to transfer any sum to the General Reserve in FY 2023-24.

10. Directors and Key Management Personnel (KMP):

Mr. Mathew Cyriac (DIN: 0190366) was appointed as Nominee Director pursuant to the Articles of Association of the Company, wherein M/s. Florintree Capital Partners LLP ("Florintree"), an investor holding 10.71% of the Share Capital of the Company was entitled to appoint a Nominee Director to the Board as long as they maintained ownership of not less than 7.5% of the Company's share capital of the Company.

On February 16, 2024, Florintree divested their entire 10.71% shareholding in the Company, thereby forfeiting their entitlement to appoint a Nominee Director to the Board. However, the Board was of the opinion that Mr. Mathew Cyriac possess the skills, expertise and competencies which are fundamental for effective functioning in his role as a Non-Executive Non-Independent Director of the Company and his continued association would be of immense benefit to the Company. Therefore, the Board of Directors redesignated Mr. Mathew Cyriac (DIN: 0190366) to NonExecutive Non-Independent Director of the Company.

Directors retiring by rotation

Pursuant to the requirements of the Companies Act, 2013, Mr. Vijay Ananth K (DIN: 09398784), Whole-Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

The Board recommends the re-appointment of the above Director for your approval.

Brief details of the Director proposed to be appointed/ re-appointed as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure requirements) Regulation, 2015 and Secretarial Standards on General Meetings are provided as part of the Notice of Annual General Meeting.

11. Subsidiaries and Branches:

The Company has no subsidiaries. Hence, there is no requirement to prepare Consolidated Financial Statements, which shall form a part of this Annual Report. Further the requirement to provide salient features, performance and financial position of the subsidiaries in the Form AOC I is also not applicable to the Company. The Company has branch offices at Bengaluru, Hyderabad, New Delhi and Thiruvananthapuram.

12. Annual Return:

The Annual Return in Form MGT-7 for the financial year ended March 31, 2024, as prescribed under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with Rule 12 of Companies (Management and Administration) Rules, 2014, as amended, is disclosed on the website of the Company. The weblink for the same is https://www.datapatternsindia.com/ investors/agm.php

13. Number of Meetings of the Board:

The Board met 5 (Five) times during the financial year ended March 31, 2024. The said meetings were held on April 17, 2023; May 13, 2023; August 08, 2023; November 04, 2023 and January 31,2024.

The Corporate Governance Report has details of these meetings. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

14. Corporate Governance and Management Discussion and Analysis Report:

A separate section on Corporate Governance, which is a part of the Board's Report, and the certificate from the Company's Secretarial Auditors confirming compliance with Corporate Governance norms as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, are included in the Annual Report. The Company has taken adequate steps for strict compliance with Corporate Governance guidelines as amended from time to time.

In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, separate section on Management Discussion and Analysis, as approved by the Board, which includes details on the state of affairs of the Company, forms part of this Annual Report.

15. Business Responsibility and Sustainability Report:

Pursuant to Regulation 34(2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement of submitting a Business Responsibility Report was discontinued after the financial year 2021-22 and thereafter, with effect from the financial year 2022-23, the top one thousand listed entities based on market capitalisation as at the end of each financial year shall submit a Business Responsibility and Sustainability Report ('BRSR'). Accordingly, the said BRSR describing the initiatives taken by the Company from Environment, Social and Governance (ESG) perspective as required in terms of the above provisions, separately forms part of this Annual Report.

16. Declaration given by Independent Directors:

All the Independent Directors of the Company have given their declaration under Section 149(7) of the Companies Act, 2013, confirming that they comply with the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013, and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, for being an Independent Director of the Company.

17. Policy on Directors' appointment and remuneration:

The Company has a policy in place on Directors' appointment and remuneration, including criteria for determining qualification, positive attributes, independence of a Director and other matters as required under Section 178(3) of the Companies Act, 2013, and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. There has been no change in this policy since the last financial year. The policy is disclosed on the website of the Company. The weblink for the same is https://www.datapatternsindia.com/ investors/files/Remuneration of the Directors Key Managerial Personnel and other employees.pdf

18. Particulars of loans, guarantees, or investments:

The Company has neither given any loan to any person, nor provided any guarantee or security to any other body corporate, or person in connection with a loan, during the financial year which attracts the provisions of section 186 of the Companies Act, 2013. It has not acquired through subscription, purchase, or otherwise, the securities of any other body corporate.

19. Particulars of contracts or arrangements with related parties:

None of the transactions with related parties fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in the prescribed Form AOC-2 is not applicable to the Company and hence does not form part of this report.

The policy on Materiality of Related Party Transactions, as approved by the Board of Directors, is available on the website of the Company. The weblink for the same is https://www.datapatternsindia.com/investors/ files/Related Party Transactions Policy.pdf

None of the Directors, apart from receiving director's sitting fees/remuneration/profit related commission/ dividend, have any material pecuniary relationship or transactions with the Company.

20. Material changes and commitments, if any, affecting the financial position of the Company:

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which the Company's financial statements relate and the date of the report.

21. Transfer to Investor Education and Protection Fund ("IEPF"):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government. Further, according to the Rules, the shares on which a 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.

During the year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore, no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

I) Steps that impact energy conservation:

• All old CFL lamps used in the Company are being replaced by energy efficient LED lights in stages.

• Motion sensors installation is being tried out in a couple of areas and we intend to implement soon in other areas.

• We have installed VRF AC systems in all cabins of new building which are energy efficient.

• We have installed CFD drives for the chilled water AHUs by which we save about 20 - 25% of energy.

ii) Steps taken to utilize alternative energy sources:

The Company have installed Solar Power System on the roof of our new building with a capacity of about 300 KW(AC) = 400KW(DC). On an average, we generate about 1900 kWH per day.

iii) Capital investment on energy conservation equipment:

Nil

B) Research & development and technology absorption:

A separate section on highlights of the year forms part of this Annual Report.

c) Foreign exchange earnings and outgo:

Foreign exchange earned during the year in terms of actual inflows was Rs. 46.78 Cr. (Previous year - Rs. 68.14 Cr.) whereas foreign exchange outgo during the year in terms of actual outflows was Rs. 192.96 Cr. (Previous year - Rs. 212.36 Cr.).

The current year's inflows and outflows are regarding the movement of funds into and outside India in foreign currency against export and import of goods respectively in the normal course of the business.

23. Risk management:

Throughout the financial year, uncertainties are everpresent, and our ability to navigate these challenges effectively is pivotal to sustaining growth and seizing opportunities. This section highlights our structured approach to risk management, emphasizing our proactive stance in responding to, mitigating, and managing risks while leveraging emerging opportunities.

In the face of ongoing challenges such as geopolitical occurrences in Eastern Europe and the Middle East, disruptions in the global supply chain and Resources, our organization continues to demonstrate resilience. This section delves into our strategies for risk management and the factors contributing to our ability to weather uncertainties.

Our structured approach to risk management is central to our ability to navigate uncertainties. By identifying, assessing, and addressing risks systematically, we are better equipped to respond to emerging threats and capitalize on opportunities as they arise.

The Board holds ultimate responsibility for risk management and sets the Company's risk appetite. Through a robust risk management governance framework, the Board ensures effective prioritization and management of risks within acceptable levels. This framework, fosters clear ownership and delegation of responsibilities for risk management and oversight.

Our Company's ability to navigate business uncertainties rests on our structured approach to risk management, bolstered by the resilience of our people, our business model, and our commitment to delivering results amidst uncertainty. Moving forward, we remain vigilant in identifying emerging risks and opportunities, ensuring our sustained growth and long-term success.

Our enterprise-wide risk management process is embedded throughout the Company to support our strategic objectives. Our annual risk assessment is a crucial component of this process, encompassing a comprehensive evaluation from both top-down and bottom-up perspectives to ascertain the likelihood and potential impact of risks on the Company at a residual level. We gather input from Head of the Departments and Projects through various mechanism, consolidating this information to create the Risk Register. The results of this process are compiled and reviewed by Corporate Risk Committee and further validated by Chief Risk Officer before presenting them to the Risk Management Committee of the Board for final consideration.

The Board of Directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for formulating relevant Risk Management Policy for identifying risks, assessment of its impact in Company's business, required action plan for mitigating the risks and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

The Company has formulated an Enterprise Risk Management Policy (ERM) in compliance with the Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Companies Act, 2013, which requires the Company to lay down procedures about risk assessment and risk minimization.

24. Adequacy of internal financial controls:

Pursuant to the Companies Act 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of errors and frauds, completeness and accuracy of its accounting records and timely preparation of reliable financial statements.

The Company has put in place the required internal control systems and processes commensurate with its size and scale of operations. This ensures that all transactions are authorized, recorded, and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of Internal Financial Controls. The internal financial controls are adequate and operating effectively.

The Audit Committee of the Board of Directors regularly reviews execution of Audit Plan, the adequacy and effectiveness of Internal audit systems, and monitors implementation of internal audit recommendations including those relating to strengthening of company's risk management policies and systems.

During the year, an Internal Financial Control (IFC) audit concerning financial statements was done by the Statutory Auditors. Their report is annexed as part of the Independent Auditor's Report.

25. Corporate social responsibility :

We approach community care with the same zeal and efficiency as we approach our business. We have a committed implementation team to carefully choose and craft initiatives in alignment with current and future needs of the nation. We believe in positive relationships that are built with constructive engagement which enhances the economic, social and cultural wellbeing of individuals and regions connected to our activities. We continuously engage in dialogues, consultation, coordination and cooperation with community members to improve our sustainability performance and reduce business risks.

Corporate Social Responsibility ('CSR') Committee has been constituted pursuant to Section 135 of the Companies Act, 2013.

Details of the composition of the Committee, meetings held, attendance etc. along with policy developed and implemented by the Company as part of its CSR programme and other initiatives taken during the year are given in Annexure 1-A as required under Section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended. The Key highlights of the CSR activities undertaken by the Company are given in Annexure 1-B.

26. Composition and recommendation of the audit committee:

The Audit Committee of the Company has been constituted in line with Section 177 of the Companies Act, 2013, read with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The members of the Audit Committee are:

i) Mr. Sowmyan Ramakrishnan, Chairman

ii) Mr. Prasad Raghava Menon, Member

iii) Dr. Sastry Venkata Rama Vadlamani, Member

iv) Ms. Anuradha Sharma, Member

During the year, the Board accepted all recommendations of the Audit Committee.

27. Code of Conduct:

The Company has in place, Code of Conduct for its Board of Directors and Senior Management Personnel in addition to the Business Conduct Policy of the Company. A copy of the Code of Conduct is available on the website of the Company. The weblink for the same is https://www.datapatternsindia.com/ investors/files/Code of Conduct for Directors and Senior Management.pdf. The compliance of the Code of Conduct have been affirmed by the Directors and Senior Management Personnel annually.

A declaration on confirmation of compliance of the Code of Conduct, signed by the Company's Chairman and Managing Director is published in this Annual Report.

28. Vigil mechanism (Whistle Blower Policy):

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 7(1) of Companies (Meeting of Board and its Powers) Rules, 2014, the Company has established the Vigil Mechanism for the genuine concerns and grievances of its Directors and Employees and also nominated Ms. Rekha Murthy Rangarajan, Whole Time Director of the Company, to play the role of Grievances Officer for the purpose of vigil mechanism to whom other Directors and Employees may report their concerns, in terms of Rule 7(3) of Companies (Meeting of Board and its Powers) Rules, 2014. There were no complaints/ grievances received during the financial year under consideration.

The Company has formulated and adopted a vigil mechanism policy for employees to access the Management in good faith and to report concerns about unethical behavior, improper practices, actual or suspected fraud, or violation of the code of conduct. It also provides for adequate safeguards against the victimization of employees who avail the mechanism and allows direct access to the chairperson of the Audit Committee in exceptional cases. During the year, no person was denied access to the Audit Committee.

The Whistle Blower Policy of the Company is available on the website of the Company. The weblink for the same is https://www.datapatternsindia.com/ investors/files/Whistle Blower Policy.pdf

29. Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year along with their status as at the end of the financial year:

There were no applications made or any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 during the year.

30. The details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the banks or financial institutions:

There was no instance of any one-time settlement or any requirement of a valuation for any loan from the banks or financial institutions during the year.

31. Directors' responsibility statement as required under Section 134(5) of the Companies Act, 2013:

Under Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

a) For the preparation of the annual Financial Statements, the applicable accounting standards were followed, accompanied by a proper explanation relating to material departures;

b) Accounting policies were selected and applied consistently; fair judgment was used, and prudent estimates made to give an accurate view of the Company's state of affairs at the end of the financial year, and its profit and loss for that period;

c) Proper and sufficient care was taken for maintaining adequate accounting records as per provisions of the Act to safeguard the Company's assets to prevent and detect fraud and other irregularities;

d) Annual Financial Statements were prepared on a going concern basis;

e) The Company has laid down Internal Financial Controls and that such internal financial controls are adequate and these were operating effectively; and

f) Proper systems were devised to ensure compliance with all applicable laws, and such systems were adequate and operating effectively.

32. Board evaluation:

One of the key functions of the Board is to monitor and review the Board evaluation framework. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria for the performance of the Chairman, the Board, Board committees, and executive / non-executive / independent directors through peer evaluation, excluding the director being evaluated.

The Board had engaged Potentia Growth Technologies, a leadership advisory firm on board matters, to conduct the Board evaluation for financial year 20232024. The evaluation process focused on Board dynamics, softer aspects, committee effectiveness and information flow to the Board or its committees, among other matters. The methodology included various techniques. The recommendations were discussed with the Nomination and Remuneration Committee and the Board and individual feedback was provided.

33. Criteria for making payment to Non-Executive Directors:

The Nomination and Remuneration Committee and the Board of Directors considered the following criteria while deciding on the payments to be made to Non-Executive Directors:

• Company performance.

• Maintaining independence and adhering to Corporate Governance laws.

• Contributions during meetings and guidance to the Board on important Company policy matters.

• Active participation in strategic decision-making and informal interaction with the management.

34. Familiarization Programme:

The Company has a familiarization programme for Independent Directors under Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. It aims to provide Independent Directors of the Company an insight to enable understanding of the business in depth and contribute significantly to the Company. Overview and details of the programme for Independent Directors have been updated on the website of the Company. The weblink for the same is https://www.datapatternsindia.com/investors/files/ Familiarization of Independent Director.pdf.

35. Policy for determining material subsidiaries:

Pursuant to Regulation 16(1 )(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, a policy for determining material subsidiaries is not applicable to the Company since the Company doesn't have any subsidiary.

36. Particulars of employees:

In accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement containing the names of top 10 employees in terms of remuneration drawn during the financial year and that of every employee employed throughout the financial year and in receipt of a remuneration of Rs. 1.02 crore or more per annum or employed for part of the financial year and receipt of Rs. 8.50 lakh per month is annexed and forms a part of this Report in Annexure-2 (A) and the ratio of remuneration of each Director to that of median employees' remuneration, as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is part of this Report in Annexure-2 (B).

37. Public deposits:

The Company has not accepted or renewed any public deposits and, as such, no amount of principal or interest was outstanding on the Balance Sheet as of date.

38. Statutory Auditors:

Deloitte Haskins & Sells LLP Chartered Accounts (FRN No:008072S) Chartered Accountants, was appointed as the auditors of the company, to hold the office for a term of five consecutive years from the conclusion of 25th Annual General Meeting held on August 09, 2023 till the conclusion of the 30th Annual General Meeting to be held during the year 2028, pursuant to the provisions of Section 139 of the Companies Act, 2013 read with The Companies (Audit and Auditors) Rules, 2014.

The report issued by the Statutory Auditors to the members for the financial year ended March 31,2024, does not contain any qualification, reservation or adverse remark, or disclaimer.

39. Internal Auditors:

M/s. QED Corporate Advisors LLP Chartered Accountants, is the internal auditors of the Company. As prescribed under Section 138 of the Act, M/s QED Corporate Advisors LLP, Chartered Accountants, carried out the internal audit of the Company for FY 2023-24. The internal audit was completed as per the scope defined by the Audit Committee from time to time.

40. Secretarial Auditors:

Pursuant to Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. M Alagar & Associates, Practising Company Secretaries (Peer Review Certificate No. 1707/2022) as the Secretarial Auditor of the Company for the financial year 2023-24.

The Secretarial Audit Report issued by M/s. M Alagar & Associates, Practising Company Secretaries is annexed and forms a part of this Report in Annexure-3. The report issued by Secretarial Auditors to the members for the financial year ended March 31,2024 does not contain any qualifications, reservation or adverse remark on disclaimer.

41. Cost Record and Cost Auditors:

The Company had re-appointed CMA G. Sundaresan, (FRN. No. 101136) Practicing Cost Accountant for the period of three years to conduct audit of cost records of the Company from the financial year 2023-24 till financial year 2025-26. The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.

The Cost Auditors' Report of FY 2022-23 did not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Cost Auditors to the Company under subsection (12) of Section 143 of the Act.

42. Secretarial Standards:

Pursuant to Section 205 of the Act, the Company complies with the applicable Secretarial Standards as mandated by the Institute of Company Secretaries of India ('ICSI') to ensure compliance with all the applicable provisions read together with the relevant circulars issued by MCA during pandemic.

43. Details in Respect of Frauds Reported by Auditors under Section 143(12) of the Companies Act, 2013:

During the year under review, no frauds were reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

44. Significant and material orders passed by the regulators, courts or tribunals:

There are no significant and material orders passed by the regulators or courts or tribunals, Statutory and quasi-judicial bodies that may impact the Company as a going concern and/or Company's operations in the future. There is no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code, 2016.

45. Human potential:

The Company has increased its manpower bandwidth in line with the business needs. As on March 31,2024, the company's employee strength stood at 1345 as compared to 1130 as at the end of previous year, which accounts for 19% increase during the year. The Company managed the attrition rate effectively during the year. The attrition rate at the end of current financial year was 7.1% as against 9.5% as at the end of previous year.

We have been able to build a strong experienced talent pool of more than 240 employees serving the Company for longer than 10 years. The profile of employees are as follows:

As part of future talent strategy, we plan to groom a talent pipeline from campus to reduce the gestation period, hire premium talent from Tier 1 / 2 Technology institutions to develop Technical backbone and Key people ring-fencing plan to prevent key talent loss along with continuous upskill plan.

46. Process & Quality:

The Company has established a process based management system that follows a phased approach. It starts with establishing various requirements to be complied with, creating awareness on these requirements through internal communication, integration of requirements with existing process based management system for ongoing compliance, monitoring, and audit for ensuring compliance. The process based management system is independently assessed and certified by external certification bodies on an annual basis. Independent assessment, are done as part of ISO 9001:2008, AS9100D, ISO 27001:2013, ISO 14001:2015 and ISO 45001:2018 certifications.

47. Disclosure as required under Section 22 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013:

The Company has a policy on the prevention of sexual harassment at the workplace. It has duly constituted the Internal Complaints Committee (ICC), in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The ICC has been set up to redress any complaints received regarding sexual harassment. The ICC did not have any complaints at the beginning of the year and further has not received any complaints during the financial year 2023-24.

48. Listing fees:

The Company confirms that it has paid the annual listing fees for the financial year 2023-24 to both National Stock Exchange of India Limited and BSE Limited.

49. Acknowledgments:

Your Directors place on record their appreciation for assistance and co-operation received from various Ministries and Department of Government of India and other State Governments, Banks, financial institutions, Company's Auditors, and all stakeholders.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels and all others, to ensure that the Company continues to grow and excel.

The Directors also wish to place their thanks to all the investors for posing confidence in the Company and investing in its shares.