DC Infotech & Communication Ltd

To,

The Members,

DC Infotech & Communication Limited

Your Directors have pleasure in presenting the Sixth Annual Report on business and operations along with the Audited Financial Statements for the year ended March 31, 2024.

BACKGROUND:

Company was originally formed as a Partnership Firm, under the Indian Partnership Act, 1932 in the name and style of

"DC Infotech" pursuant to partnership deed dated April 01, 1998. Further the Partnership Firm was converted into Public Limited Company "DC Infotech & Communication Limited" on January 15, 2019 pursuant to Part I of Chapter

XXI of the Companies Act, 2013 vide certificate of incorporation issued by Registrar of Companies, Central Registration Centre. The Corporate Identification Number of our Company is U74999MH2019PLC319622.

FINANCIAL HIGHLIGHTS

The highlights of the Financial Results are: (Amount Rs. in Lacs)

BUSINESS PERFORMANCE

The year gone by has been really profitable. The

Company's total revenue increased to Rs. 46,065.79

Lacs as compared to Rs. 35,989.39 Lacs in the previous year marking an increase by Rs. 10,076.40 Lacs.

The Company's Net Profit after Tax stood at Rs.

1,160.96 Lacs as compared to Rs. 707.54 Lacs in the previous year registering an increase of by Rs. 453.42 Lacs.

CHANGE IN NATURE OF BUSINESS

There has been no change in nature of business of the Company, during the period, under review.

DIVIDEND

In order to conserve the financial resources for the further growth and aiding the financial resources, your directors have decided not to recommend any dividend for the financial year ended 31st March, 2024.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013, do not apply as there was no dividend which were unclaimed or unpaid since last seven years.

TRANSFER TO RESERVES

The whole profit after tax has been transferred to reserves and surplus - other equity.

SHARE CAPITAL

The Authorized Share Capital of your Company is Rs. 17,00,00,000 divided into 1,70,00,000 Equity Shares of Rs. 10/- each.

The Issued, Subscribed and paid-up Share Capital of the Company Rs. 13,00,00,000 divided into 1,30,00,000 Equity Shares of face value of Rs. 10.00 each.

During the year Company has raised funds through Preferential Allotment and has issued and allotted 7,85,186 and 2,14,814 Equity shares of Rs. 10/- each with Premium of Rs. 44/- each in the Board meeting held on 17th January 2024 and 18th January 2024 respectively.

Further, the Company has also issued 30,00,000 Fully Convertible Warrants of Rs. 10/- each with Premium of Rs. 44/- each on Preferential basis in the Board meeting held on 17th January 2024.

The convertible warrants allotted as above shall be converted into one Equity Share can be exercised at any time within 18 months from the date of allotment i.e 17.01.2024 on exercising the option against the warrants and on such other terms and conditions, subject to SEBI(ICDR) Regulation, 2018 as applicable, from time to time.

With the above change, the paid-up share capital of the Company as on 31st March 2024, stands at Rs. 13,00,00,000/- having 1,30,00,000 Equity shares of Rs. 10/- each.

ALTERATION OF MEMORANDUM OF ASSOCIATION

During the period under review the company has increased Authorised Share Capital of the Company from from existing Rs. 15,00,00,000 (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crores Fifty Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 17,00,00,000/- (Rupees Seventeen Crores) divided into 1,70,00,000 (One Crores Seventy Lacs) Equity Shares of having face value of Rs.10/- (Rupees Ten Only) by creating additional 20,00,000 (Twenty Lacs) Equity Shares of Rs. 10/- each ranking pari passu with the existing equity Shares of the Company.

Accordingly pursuant to approval of Shareholders of the Company obtained through postal ballot through remote e-voting ended on December 21, 2023, the existing clause V of the Memorandum of Association of the Company be substituted as follows:

V THE AUTHORISED SHARE CAPITAL OF THE COMPANY IS RS. 17,00,00,000/- (RUPEES SEVENTEEN CRORES ONLY) DIVIDED INTO 1,70,00,000/- (ONE CRORE SEVENTY LACS) EQUITY SHARES OF FACE VALUE RS. 10/- (RUPEE TEN ONLY) EACH.

ALTERATION OF ARTICLES OF ASSOCIATION

During the period under review pursuant to approval of Shareholders of the Company obtained through postal ballot through remote e-voting ended on December 21, 2023, the company has altered Articles of Association of the company and inserted new Article i.e 7(1) which is as follows:

7 (i) Notwithstanding anything contained, further issue of securities may be made in any manner whatsoever as the Board may determine including by way of preferential offer or private placement, subject to and in accordance with the Act and the rules and in accordance with the pricing method prescribed to the listed entities under the regulations issued by Securities Exchange Board of India from time to time.

DEPOSITORY SYSTEM

The Company has entered into an agreement with the National Securities Depository Limited (NSDL) as well as the Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in dematerialized form. The Company also offers simultaneous dematerialisation of the physical shares lodged for transfer.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consists of Executive and Non-executive Directors including Independent Directors along with Key Managerial Personnel who have vast experience in the core business activity of the Company. The composition of the Board is in consonance with norm specified in the SEBI Regulations with the Stock Exchange

In terms of the provisions of the Act, Mr. Devendra Kishorkumar Sayani (DIN: 06731484), Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting. The Board recommends his reappointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

BOARD MEETINGS

During the year, Nine Meetings of Board of Directors were convened and held and details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

AUDIT COMMITTEE

During the year, Seven Meetings of Audit Committee were convened and held and details of which are given in the Corporate Governance Report. Your directors ensures that Audit Committee meets regularly to review reports, including significant audit observations and follow-up actions thereon. During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

During the year, One Meeting of Nomination and Remuneration Committee was convened and held and details of which are given in the Corporate Governance Report. Your directors ensures that the Company follows a Policy on Remuneration of Directors and Senior Management Employees. The main objective of the Nomination and Remuneration policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and Senior Management employees.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

During the year, One Meeting of Stakeholders' Relationship Committee was convened and held and details of which are given in the Corporate Governance Report. The role of the Committee is explained in detail in the Corporate Governance Report enclosed herewith. During the year, under review, Company has complied with all compliances as mandated by various government authorities and Company has not received any complaint from its Investor or shareholders or any individuals.

RISK MANAGEMENT COMMITTEE

During the year, Two Meeting of Risk Management Committee was convened and held and details of which are given in the Corporate Governance Report. The Company has adopted a policy on risk management for assessment and minimization procedure of risk for periodical review by the Board.

DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI LODR Regulations 2015. Further, The Independent Directors are not liable to retire by rotation.

The Board of Directors has adopted the Code of Conduct for the Independent directors of the Company and the compliance of the same is affirmed by them annually.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV of the Companies Act, 2013 and Regulation 25 of Listing Regulations, the Independent Directors met once during the year i.e. on February 09, 2024 without the presence of Non-Independent Directors, Executive Directors and management representatives.

The Independent Directors inter alia discussed the performance of the Board, Non-Independent Directors, Chairperson, the management of the Company, matters arising out of the Board and Committee meetings and assessed the quality, quantity and timeliness of flow of necessary information between the management and the Board, required for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the meeting. The Independent Directors expressed their satisfaction with reference to governance standards adopted by the Company and advised strategic road-map for overall functioning of Board processes and Company management.

FAMILIARIZATION PROGRAMME

The familiarization programme aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. This programme also seeks to update the Directors on the roles, responsibilities, rights and duties under various Acts and other statutes. The details of familiarisation provided to the Directors of the Company are available on the Company's website https://www.dcinfotech.com/investor-relationships/4.

BOARD EVALUATION

In compliance with the provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board carried out annual evaluation of its own performance, that of its Committees and individual directors.

The performance of the Board and its committees and individual directors were evaluated by the Board after seeking inputs from all the Directors on the basis of criteria, such as composition and structure of the Board, quality of deliberations, effectiveness of the procedures adopted by the Board, participation of the Board and committee meetings and governance reviews etc.

As per Schedule IV to the Companies Act, 2013 a separate meeting of Independent Directors was held to be held to reviewed the performance of Non Independent Directors, the Board as a whole, and the Chairman of the Company.

Criteria for evaluation of Board as a whole i. The frequency of meetings; ii. The length of meetings; iii. The administration of meeting; iv. The number of committees (if any) and their roles ; v. The flow of information to board members and between board members; vi. The quality and quantity of information; and vii.The Disclosure of Information to the stakeholders.

Criteria for evaluation of the Individual Directors i. Ability to contribute and monitor corporate governance practices; ii. Ability to contribute by introducing best practices to address top management issues; iii. Participation in long term strategic planning; iv. Commitment to the fulfilment of director obligations and fiduciary responsibilities; v. Guiding strategy; vi. Monitoring management performance and development; vii. Statutory compliance & corporate governance; viii. Attendance and contribution at Board /Committee (if any) meetings; ix. Time spent by each of the member; and x. Core competencies.

CRITERIA OF MAKING PAYMENTS TO NON-EXECUTIVE DIRECTORS

The policy of the Company on Criteria of making payments to Non-executive Directors is uploaded on to the Company's website and the same is available at http://dcinfotech.com/investor-relationships/1.

REMUNERATION OF DIRECTORS AND EMPLOYEES OF COMPANIES

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report is appended as to the Board's report. In terms of first proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars as required pursuant to provisions of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

The Information Required under Section 197 of the Act read with rule 5(1) of The Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 A. Remuneration of each Director & Key Managerial Personnel, percentage of increase during the FY 2023-24, the ratio of the remuneration of each of the director to the median remuneration of the employees of the company for the financial year 2023-24 is marked as Annexure-A.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in accordance with the provisions of Section 134(3) (c) and 134(5) of the Companies Act, 2013:

1. That in preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

2. That the directors had selected such accounting policies and applied consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and the profits of the Company for the year under review;

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the annual accounts have been prepared on a ‘going concern basis.'

5. That proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively.

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

STATUTORY AUDITORS

M/s. DGMS & Co, Chartered Accountants (Registration No. 0112187W), were appointed as statutory auditors of the Company, for a period of 5 years, to hold office from the 1st Annual General Meeting until the conclusion of the 6th Annual General Meeting of the Company to be held for the financial year 2023-24. In terms of the provisions of Section 139 of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014, and other applicable provisions, the Company can appoint or reappoint an audit firm as statutory auditors for not more than 2 (two) terms of 5 (five) consecutive years. M/s. DGMS & Co, Chartered Accountants is eligible for reappointment for a further period of five years.

Based on the recommendations of the Audit Committee, the Board of Directors at their meeting held on August 13, 2024, approved the reappointment of M/s. DGMS & Co, as the Statutory Auditors of the Company to hold office for a second term of 5 (five) consecutive years from conclusion of the 6th Annual General Meeting until the conclusion of the 11th Annual General Meeting of the Company. The Board of Directors, in consultation with the Audit Committee, may alter and vary the terms and conditions of appointment, including remuneration, in such manner and to such extent as may be mutually agreed with the Statutory Auditors.

Considering the evaluation of the past performance, experience and expertise of M/s. DGMS & Co, and based on the recommendation of the Audit Committee, it is proposed to appoint M/s. DGMS & Co, as Statutory Auditors of the Company for a second term of five consecutive years till the conclusion of the 11th Annual General Meeting of the Company in terms of the aforesaid provisions.

The Company has obtained a certificate for their independence and eligibility for their appointment as Statutory Auditors, and the same are within the limits as specified in section 141 of the Companies Act, 2013.

The Auditors' Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark.

The Auditors' Report on the financial statements for the financial year 2023-24 is self-explanatory and do not call for any further explanation of the Board.

During the Period under review, no matter of actual or alleged fraud were reported by the auditor (Statutory Auditor, Secretarial Auditor) to the Board.

The Auditors' Report on the financial statements of the Company for the year ending March 31, 2024 is unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statements forming part of the Annual Report.

SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed Mr. Dilip Gupta, Practicing Company Secretary (Membership No. 21727, COP No. 21634) as the Secretarial Auditors for conducting Secretarial Audit of your Company for the financial year ended March 31, 2024.

The Secretarial Auditors' Report does not contain any qualification, reservation or adverse mark and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Act.

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings as notified under Section 118 of the Act.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROLS

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and the same were operating effectively throughout the year. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Apart from in-house Internal Audit function, to strengthen and maintain transparency, the Company has also appointed M/s Gaurav Radia., Chartered Accountants, Mumbai, as Internal Auditors of the Company in accordance with Section 138 of the Companies Act, 2013, to examine the effectiveness of internal control system.

MAINTAINENCE OF COST RECORDS

The Company is not required to maintain cost records pursuant to Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014.

CHANGE IN ACCOUNTING TREATMENT

There has been no change in the accounting policies during the period under review.

PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS

There are no Loans given, Investments made and Guarantees given by the Company during the period under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

Throughout the financial year, no noteworthy or substantial orders were issued by any regulatory authority, court, or tribunal that bear implications on the Company's operational continuity or its conduct.

PREVENTION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

During the year, No Meeting of Internal Compliant Committee (under Sexual Harassment Policy) were held. The Company has a Policy on "Prevention of Sexual Harassment of Women at Work Place" and matters connected therewith or incidental thereto covering all the aspects as contained under the ‘The Sexual Harassment of Women at Work Place (Prohibition, Prevention and Redressal) Act, 2013'. Your Directors state that during the year under review, no cases were filed pursuant to the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or other policies. The policy provides for adequate safeguards against victimization of employees who avail of mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of the Company on Vigil Mechanism / Whistle Blower is uploaded on to the Company's website and the same is available at https://dcinfotech.com/investor-relationships/4.

PERFORMANCE EVALUATION

In compliance with the provisions of the Act and Regulation 17(10) of the SEBI Listing Regulations, the assessment of the performance of the Board, its committees, and individual Directors for the financial year 2023-24 was conducted internally.

To maintain a heightened level of confidentiality and facilitate a streamlined evaluation process, a structured questionnaire was employed. Each Board member completed the evaluation template, which encompassed aspects related to the efficacy and overall engagement of the Board and its Committees. Parameters included the composition of the entities, execution of specific responsibilities, adequacy and promptness of information flow, depth of discussions during meetings, independence in judgment, decision-making, management actions, and more. The evaluation templates were formulated in line with the alterations introduced under the SEBI Listing Regulations. Directors were also invited to offer their invaluable insights and recommendations regarding the overall performance of the Board, its committees, and avenues for enhancement.

Additionally, the Independent Directors convened a meeting on February 09, 2024, exclusive of the participation of any other Director or Key Managerial Personnel, to review the performance evaluation of Non-Independent Directors and the entire Board of Directors, including the Chairman.

This review took into consideration the perspectives of both Executive and Non-Executive Directors.

The Independent Directors expressed contentment with the overall functioning of the Board, its assorted committees, and the performance of fellow Non-Executive and Executive Directors. They acknowledged the commendable leadership exhibited by the Chairman of the Board in upholding and adhering to the highest standards of corporate governance.

In sum, the Board conveyed its satisfaction with the assessment process, underscoring an elevated level of engagement between the Board, its committees, and the Management.

HUMAN RESOURCES A. Employee Relations

We believe that success of Company depends on the talent and dedication of our employees and we strive to attract, hire, develop and retain outstanding employees. In view of this, we have laid down a comprehensive set of policies aiming at attracting, retaining and motivating employees. We believe significant benefits are realized from having a strong and seasoned management team with many years of experience in technology distribution and related industries. We consider relations with our employees to be good.

B. Trade Relations

The Company maintained healthy, cordial and harmonious industrial relations at all levels. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry.

This accord incorporates novel elements such as introducing wide range of products, nurturing healthy competition, giving pocket friendly credit cycles, timely clearance of dues, easy accessibility to product heads, etc. Your Company will continue in its endeavour to build and nurture strong links with trade allies, based on mutuality, respect and co-operation with each other and with consistent consumer interest.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is given hereunder:

A. Conservation of energy

Your Company is primarily engaged in Trading activities and has not consumed energy of any significant level and hence no additional investment is required to be made for reduction of energy consumption. However, the Company will continue with its efforts to conserve the energy.

B. Technology absorption

The Company's operations do not require significant absorption of technology.

C. Foreign Exchange Earnings and Outgo

OTHER POLICIES UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

In accordance with the provisions of Regulations 30 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company has formed policy for determination of materiality for disclosures of events or information. The same has been hosted on the website of the Company at the https://www.dcinfotech.com/investor-relationships/4.

MATERIAL CHANGES AND COMMITMENTS

No material changes have took Place affecting the financial position of the Company from the date of closure of financial year till the date of signing of this report.

DEPOSITS

Your Company has not accepted any deposit and as such no amount of principal and interest were outstanding as at the Balance Sheet date.

EXTRACT OF THE ANNUAL RETURN

In terms of Section 92(3) and section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of The Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2024 is available on the Company's website on www.dcinfotech.com

RELATED PARTY TRANSACTIONS

During the year, Company has made several related party transactions which were in the ordinary course of business and on an "arm's length" basis. The particulars of contracts or arrangements entered into by the Company with related parties as referred in sub-section (1) of section 188 of the Companies Act, 2013, in prescribed Form No. AOC-2, is annexed herewith as Annexure-B to the Board's Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis as required under the Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulation is annexed herewith as Annexure-C and forms part of the Boards' Report.

SECRETARIAL AUDIT

The Secretarial Audit Report in form MR-3, for the financial year 2023-24, forms part of the Directors' Report as Annexure-D.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is provided together with the Certificate from the Practicing Company Secretary confirming compliance of conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is separately annexed herewith as Annexure-E and forms part of this Annual Report.

DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any Subsidiary/Joint Ventures/Associate Companies.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has the policy of giving back to the society and has carried a host of CSR activities this year. In line with the requirement of Section 135 of the Companies Act, 2013, your Company having a Corporate Social Responsibility Committee. The details of Committee are provided in Corporate Governance Report.

During the year, the Company has spent Rs. 12,15,000/- on CSR activities as annexed herewith Annexure-F to this report.

GREEN INITIATIVE

The Ministry of Corporate Affairs (‘MCA') has taken a Green Initiative in Corporate Governance by permitting electronic mode for service of documents to members after considering relevant provisions of the Information Technology Act, 2000 and Act and Rules made thereunder.

Pursuant to provisions of Act, service of documents to Members can be made by electronic mode on the email address provided for the purpose of communication. If a member has not registered an email address, other permitted modes of service would continue to be applicable.

Your Company sincerely appreciates members who have contributed towards furtherance of Green Initiative. We further appeal to other Members to contribute towards furtherance of Green Initiative by opting for electronic communication.

Members who have not provided their email address will continue to receive communications, dissemination, notice(s), documents etc. via permitted mode of service of documents. Further, the members who request for physical copies, will be provided the same.

OTHER DISCLOSURES

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review:

i. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as on March 31, 2024.

ii. The details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof. iii. No disclosure is required under Section 62(1)(b) of the Act in respect of Employee Stock Option Scheme as the provisions of the said section read with Rule made thereunder are not applicable. iv. No disclosure is required under Section 67(3)(c) of the Act in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.

APPRECIATION

The Directors wish to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance extended during the period under report by the bankers, suppliers and Government agencies. The Board of Directors wishes to express its appreciation for the valuable contribution made by the employees at all levels during the year under report.