Epigral Ltd

Dear shareholders

Your Directors have pleasure in presenting 17^th (Seventeenth) Annual Report together with the Audited Financial Statements of the Company for the Financial Year (FY) ended on 31^st March, 2024.

CHANGE OF NAME OF THE COMPANY:

Your Company has been on the path to build an admired global organization, since last 15 years. This business and organization driving vision and ambitious goals require active brand building, global image, and performance so as to strengthen reputation and relationships with stakeholders.

To carry out the rebranding exercise the management decided to change the name of the Company from "Meghmani Finechem Limited" to "Epigral Limited". Accordingly, the Shareholders of the Company through the Postal Ballot resolution dated 27^th July, 2023, inter alia, approved the change in name of the Company from "Meghmani Finechem Limited" to "Epigral Limited" and subsequently, the Registrar of Companies (ROC), Gujarat, approved the said change of the name w.e.f. 4^th August, 2023.

The new name is the first step in rededicating ourselves to serve the founders? dream and their toil. This milestone change will be used as an opportunity to scale and reach towards stayed vision of becoming globally respected multi product chemical Company powering the brand and business.

FINANCIAL RESULTS:

(Rs in Lakhs)

STATE OF COMPANY?S AFFAIRS:

i) Revenue:

F.Y. 2024 was challenging year for chemical industry in last 15 years with volatile macroeconomics, subdued demand and drop in realisation. Even in this situation the Company witnessed volume growth of 15% that led to revenue from operations at H 1,92,919.16 Lakh as against H 2,18,839.97 Lakh for the F. Y. ended 31.03.2023.

ii) Earnings Before Interest, Tax, Depreciation & Amortization

Earnings Before Interest, Tax, Depreciation & Amortization (EBITDA) for the year under review stood at H 48120.96 Lakhs as against H 68,899.74

Lakhs for the F. Y. ended 31.03.2023. This drop was in line with bottom out realization for all the products.

iii) Profit Before Tax:

Profit Before Tax (PBT) stood at H 29,067.18 Lakhs as against H 52,252.58 Lakhs for the F. Y. ended 31.03.2023.

The PBT decrease by 44% mainly on account of:

a. Lower realization;

b. Increase in overhead directly attributable to production volume;

c. High interest & depreciation due to commissioning of new capacity.

iv) Consolidated Financial Statements:

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 (Act) read with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 [‘Listing Regulations?], the Company has prepared Consolidated Financial Statements of the Company and its Associate viz. ReNew Green (GJS Three) Private Limited, which forms part of this report. The Financial Statements as stated above are available on the website of the Company at www. epigral.com.

v) Change in Nature of Business, if any:

There has been no change in the nature of business of the Company.

DIVIDEND:

Final Dividend:

The Board of Directors is pleased to recommend a Final dividend of H. 5/- (50%) per Equity Share of Rs. 10/- each fully paid on 4,15,50,158 equity shares of the Company, subject to approval of the shareholders at the ensuing Annual General Meeting of the Company. The Final dividend, if recommended, shall be paid to the members on or after 9^th July, 2024 whose name appears in the Register of Members, as on the Record date i.e. 2^nd July, 2024.

The total dividend pay out for the financial year ended on 31^st March, 2024 works out to H 2077.51 Lakhs. The dividend payout ratio for the current year is at 10.61%. The dividend recommended is in accordance with the Company?s Dividend Distribution Policy.

The dividend distribution policy, in terms of regulation 43A of the Listing Regulations, is available on the website of the Company at https://epigral.com/ governance-policies-compliances.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Other than as stated elsewhere in this report, there were no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year to which this financial statement relates on the date of this Annual Report.

CAPITAL EXPENDITURE:

Capital Expenditure (including Intangible Assets) during the financial year was at H 39,842.97 Lakhs as on 31^st March, 2024 (H 41,645.44 Lakhs FY 2022-23). Your Company manages Cash and Cash flow processes assiduously, involving all parts of the business. There was Cash and Bank balance of H 318.30 Lakhs, as on 31^st March, 2024 (H 1419.00 Lakhs FY 2022-23).

AMOUNT TO BE TRANSFERRED TO RESERVES:

During the financial year, no amount was proposed to be transferred to the Reserves account.

DEPOSITS:

During the financial year, your Company has not accepted any amount as Public Deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

FINANCE:

To meet the funds requirement of working / operational capital and/or expansion / new projects plans, your Company has availed financial facilities from banks / consortium of banks, the details of which forms part of Notes to Financial Statements.

CREDIT RATING:

The Company has been assigned Long Term Rating "CRISIL AA-/Stable" and Short Term Rating "CRISIL A1+" on its Bank Facilities aggregating to H. 1050 Crores by CRISIL Limited (Rating Agency) vide its letter no. RL/GDS12080/335954/BLR/0124/78105 dated 29^th January, 2024.

PROJECTS:

(A) Status of Expansion:

CPVC Resin

In line with Company?s commitment of meeting the growing demand for Chlorinated Polyvinyl Chloride (CPVC) resins in India and globally, your Company has successfully commissioned an additional 45,000 TPA capacity of CPVC Resin plant in April, 2024, at its Dahej facility in Gujarat. With this expansion, Company's total CPVC resin capacity reaches a remarkable 75,000 TPA.

CPVC Compound

Your Company, with an aim to cater the domestic supply market of CPVC Compound, announced its expansion into Chlorinated Polyvinyl Chloride (CPVC) Compounds with a capacity of 35,000 TPA with an additional Capex of H. 25 Crore. The CPVC Compound manufacturing plant is expected to get commissioned by Q1FY25 at Dahej, Gujarat.

Chlorotoluene

Your Company?s expansion into Chlorotoluene and its value chain, an intermediates for manufacturing pharmaceutical and agro-chemical active ingredients, is expected to get commissioned by Q2 FY2025.

(B) Research and Development

During the year, your Company launched its first Research and Development (R&D) Centre at Ahmedabad, Gujarat, thereby enhancing its research capabilities and accelerating its journey towards building Specialty products. Further, the Department of Scientific and Industrial Research (DSIR), Ministry of Science & Technology, Government of India has accorded recognition to the Company?s In-House R&D Unit at Changodar, Ahmedabad, Gujarat.

DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES:

The Company has only one Associate Viz. ReNew Green (GJS Three) Private Limited, incorporated on 24^th September, 2021 with an objective setting up of Wind Solar Hybrid Power Plant of ~ 18.34 MW. During the year, the said Plant was commissioned and generated power.

During the year under review, Meghmani Advanced Science Limited, the Company?s Wholly-Owned Subsidiary, applied for voluntary strike-off of its Name from Registrar of Companies, Gujarat, Ahmedabad (ROC) on 28^th April, 2023 and accordingly, received approval from ROC on 20^th September, 2023.

A separate statement containing the salient features of financial statement of subsidiaries, associates and joint ventures in ‘Form No. AOC-1? forms part of this Annual Report.

As required under Regulations 16(1)(c) and 46 of the Listing Regulations, the Board of Directors have approved the Policy for determining Material Subsidiaries. The details of the Policy are available on the Company?s website at https://epigral.com/ governance-policies-compliances.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

MERGERS AND ACQUISITIONS:

There were no mergers/acquisitions during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i) Change in designation of Directors

During the year under review, with the objective of consolidating the functional responsibilities and to have better governance, Mr. Ankit Patel, Mr. Karana Patel and Mr. Darshan Patel were re-designated as

Non-Executive Directors and Mr. Kaushal Soparkar was re-designated as Executive Director w.e.f. 5^th August, 2023.

ii) Directors to retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Ankit Patel (DIN - 02180007) and Mr. Karana Patel (DIN - 01727321), retires by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The details as required under the provisions of the Companies Act and Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting.

iii) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Companies Act, 2013 read with Schedules & Rules issued thereunder as well as Regulation 16 of the Listing Regulations.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

iv) Key Managerial Personnel (KMP):

Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules framed there under, the following executives have been designated as Key Managerial Personnel (KMP) of the Company.

1. Mr. Maulik Patel- Chairman &

Managing Director

2. Mr. Kaushal Soparkar- Executive Director

3. Mr. Kamlesh Mehta- Company Secretary *

4. Mr. Sanjay Jain- Chief Finance Officer

There has been no change in the Key Managerial Personnel of the Company during the financial year ended 31^st March, 2024, except that Mr. Kamlesh Mehta, Company Secretary retired from the services of the Company w.e.f. closure of business hours on 22.04.2024 and that Mr. Gaurang Trivedi has been appointed as Company Secretary and Compliance Officer w.e.f. 23.04.2024.

MEETINGS OF THE BOARD:

During the year, Five Board meetings were convened and held on 25.04.2023, 13.06.2023, 05.08.2023, 06.11.2023 and 24.01.2024, respectively, in respect of which proper notices of meetings were given and the proceedings were properly recorded and signed.

DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there under, including any enactment or re-enactment thereon, the Directors hereby confirm that:

a) In the preparation of the Annual Accounts for the year ended on 31^st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31^st March, 2024 and of the Profit of the Company for the period ended on 31^st March, 2024.

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

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

e) The Directors had laid down Internal Financial Controls (‘IFC?) and that such Internal Financial Controls are adequate and were operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has conducted familiarization programme for Independent Directors during the year. The details of the same are given in the Corporate Governance Report and also posted on the website of the Company at https://epigral.com/governance- policies-compliances.

BOARD PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out the annual performance evaluation of its own performance and that of its statutory committee?s Viz., Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee and also of the individual Directors.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board?s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Directors on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The entire Board carried out the performance evaluation of the Independent Directors and also reviewed the performance of the Secretarial Department.

As required under the provisions of the Act and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held to evaluate the performance of the Chairman, Non- Independent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board.

The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. A brief detail of the policy is given in the Corporate Governance Report and also posted on the website of the Company at https://epigral.com/governance- policies-compliances.

Non-Executive Independent Directors are paid sitting fees for attending each meeting of the Board and/or Committee of the Board, approved by the Board of Directors within the overall ceilings prescribed under the Act and Rules framed thereunder.

All the Executive Directors (i.e. Chairman/Managing Director/Whole-time Director) are paid remuneration as mutually agreed between the Company and the Executive Directors within the overall limits prescribed under the Companies Act, 2013.

In determining the remuneration of the Senior Management Employees, the Nomination and Remuneration Committee ensures / considers the following:

> The remuneration is divided into two components viz. fixed component comprising salaries, perquisites and retirement benefits and a variable component comprising performance bonus;

> The remuneration including annual increment and performance bonus is decided based on the criticality of the roles and responsibilities, the Company?s performance vis-a-vis the annual budget achievement, individual?s performance vis- a-vis Key Result Areas (KRAs) / Key performance Indicators (KPIs), industry benchmark and current compensation trends in the market.

COMMITTEES:

The composition of committees constituted by Board along with changes, if any, forms part of the Corporate Governance Report, which forms part of this Annual Report.

AUDIT COMMITTEE:

The Company has constituted an Audit Committee in terms of the requirements of the Act and Regulation 18 of the Listing Regulations. The details of the same are disclosed in the Corporate Governance Report.

RISK MANAGEMENT COMMITTEE:

The Company has constituted a Risk Management Committee in terms of the requirements of Regulation 21 of the Listing Regulations. The details of the same are disclosed in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

As per the provision of Section 135 read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has constituted Corporate Social Responsibility (CSR) Committee and formulated Corporate Social Responsibility Policy (CSR Policy). The composition of CSR Committee is given in the Corporate Governance Report.

The Company has identified projects in accordance with Schedule VII of the Companies Act, 2013, such as eradication of poverty, women empowerment, education, health care and such other projects. The Annual Report on CSR activities for the FY 2023-24 is annexed to this report as ‘Annexure - A?

AUDITORS AND AUDITORS' REPORT: Statutory Auditors:

M/s. S R B C & Co LLP, Chartered Accountants, Ahmedabad (Firm Regn. No. 324982E / E300003) were re-appointed as Statutory Auditors for the Second Term to hold office till the conclusion of 20^th AGM to be held in 2027, subject to ratification of their appointment at every Annual General Meeting.

M/s. S R B C & Co LLP have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Notes to Financial Statements referred in the Auditors? Report are self-explanatory.

There are no qualifications or reservations, or adverse remarks made by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Act. The Auditors? Report is attached with the Financial Statements in this Annual Report.

Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s. K V Melwani & Associates (FRN - 100497), Cost Accountants were appointed as the Cost Auditors of the Company to conduct audit of the Company?s Cost Accounting Records in respect of the products of the Company for the Financial Year 2023-24 at the remuneration of H. 2,00,000/- (Rupees Two Lakhs) per annum plus Goods and Service Tax (GST) and out of pocket expenses.

Your Company has received consent from M/s. K V Melwani & Associates (FRN - 100497), Cost Accountants, to act as the Cost Auditors of your Company for the Financial Year 2024-25 along with a certificate confirming their independence. As per the provisions of the Companies Act, 2013, a resolution seeking approval of the Shareholders ratifying remuneration payable to the Cost Auditors forms part of the Notice convening Annual General Meeting.

The Company has maintained the Cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rules framed thereunder. The Cost Audit Report for the Financial Year 2022- 23 was filed with the Ministry of Corporate Affairs on 16.10.2023.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company had engaged the services of M/s Shahs & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended 31^st March, 2024. The Secretarial Audit Report in Form No. MR - 3 for the financial year ended 31^st March, 2024 is annexed to this report as ‘Annexure - B?.

Internal Auditor:

M/s. C N K Khandwala & Associates, Chartered Accountants was appointed as Internal Auditors for Financial Year 2023-24 to carry out the periodic audit as per the Scope of Work.

Frauds Reported by Auditors

During the year under review, no instance of fraud in the Company was reported by the Auditors.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in its place adequate Internal Financial Controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weakness in the design or operation of Internal Finance Control System was observed.

For all amendments to Accounting Standards and the new standards notified, the Company carries out a detailed analysis and presents the impact on accounting policies, financial results including revised disclosures to the Audit Committee. The approach and changes in policies are also validated by the Statutory Auditors.

Further, the Audit Committee periodically reviewed the Internal Audit Reports submitted by the Internal Auditors. Internal Audit observations and corrective action taken by the Management were presented to the Audit Committee. The status of implementation of the recommendations were reviewed by the Audit Committee on a regular basis and concerns if any were reported to the Board.

As per the relevant provisions of the Companies Act, 2013, the Statutory Auditors have expressed their views on the adequacy of Internal Financial Control in their Audit Report.

RELATED PARTY TRANSACTIONS (RPT):

All Related Party Transactions entered during the financial year were on an Arm?s Length Basis and were in the ordinary course of business. The Company has not entered in to material related party transactions i.e., exceeding 10% or more of the turnover of the Company with related parties, which may have a potential conflict with the interest of the Company at large. Hence, no transactions are required to be reported in Form AOC-2.

During the year, all Related Party Transactions were placed before the Audit Committee and the Board for approval. The Company, whenever required, has obtained approval of the Shareholders of the Company before entering into Material Related Party Transactions.

As required under Regulation 23 of the Listing Regulations, the Company has framed a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions which is available on the website of the Company at https://epigral.com/ governance-policies-compliances.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has formulated a Vigil Mechanism- cum-Whistle Blower Policy ("Policy") as per the requirements of Section 177 of the Companies Act, 2013 and Regulation 22 of the LODR requirements. The Policy is applicable to all Directors and Employees of the Company. The Policy is to deal with instance of unethical behaviour, actual or suspected fraud or violation of Company?s code of conduct, if any. The said Policy is available on the website of the Company at https://epigral.com/governance-policies-compliances.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has constituted Internal Complaint Committee (ICC) as per requirement of the Act which is responsible for redressal of complaints relating to sexual harassment against woman at workplace. The Sexual Harassment of Women Policy formed is available on the website of the Company at https://epigral.com/governance-policies-compliances.

During the year, no complaint was lodged with the ICC nor any such instance was reported and the management was happy to take the same on record.

PARTICULARS OF EMPLOYEES:

Details of remuneration of Directors, KMPs and employees as per Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this report as ‘Annexure - C?. However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to the Members and others entitled thereto, excluding the information on employees? remuneration particulars as required under Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure is available for inspection by the Members at the Registered Office of your Company during business hours on all working days (except Saturday) of the Company up to the date of the ensuing AGM. Any Member interested in obtaining a copy thereof, may write to the Company Secretary of the Company.

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as ‘Annexure - D?.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE AUTHORITY:

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations.

CORPORATE GOVERNANCE:

The Report on Corporate Governance for FY2024, as per Regulation 34(3) read with Schedule V of the Listing Regulations along with the Certificate from Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

As per Clause 34(2)(e) of the Listing Regulations, a detailed report on the Management Discussion and Analysis forms part of this Annual Report.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, the Annual Return as on 31^st March, 2024 of the Company is available on Company?s website and can be accessed, at https://epigral.com/ governance-policies-compliances.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report as a separate section to this Annual Report.

INSURANCE:

The Company?s Plant, Property, Equipment and Stocks are adequately insured under the Industrial All Risk (IAR) Policy. The Company has insurance coverage for Product Liability and Public Liability Policy and Commercial General Liability (CGL). It also maintains various other types of insurance, such as Erection All Risk for its major capital expenditures projects, Directors? and Officers? liability, Transit cover, Charterers? liability cover, Marine policy and Employee Benefit Insurance policies. The Company covers the properties on full sum insured basis on replacement value. The scope of coverage, insurance premiums, policy limits and deductibles are in line with the size of the Company and its nature of business.

ENVIRONMENT:

As a responsible corporate citizen and as a Chemicals manufacturer environmental safety has been one of the key concerns of the Company. It is the constant endeavor of the Company to strive for compliant of stipulated pollution control norms.

INDUSTRIAL RELATIONS:

The relationship with the workmen and staff remained cordial and harmonious during the year and management received full cooperation from employees.

DETAILS OF NODAL OFFICER

In accordance with Rule 7(2A) of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the detail of Nodal Officer of the Company, for the purpose of coordination with Investor Education and Protection Fund (IEPF) Authority is as under:

Name: Mr. Gaurang Trivedi*

Designation: Company Secretary and

Compliance Officer

Postal Address: "Epigral Tower", B/h Safal Profitaire, Corporate Road, Prahladnagar, Ahmedabad - 380 015, Gujarat. Telephone No.: +91 79 7176 1000

E-mail ID: helpdesk@epigral.com

The Company has also displayed the above details of Nodal Officer at its Website at www.epigral.com.

* Mr. Kamlesh Mehta, Company Secretary & Compliance Officer retired from services of the Company w.e.f. 22.04.2024 and Mr. Gaurang Trivedi has been appointed as Company Secretary & Compliance Off icer w.e.f. 23.04.2024.

OTHER DISCLOSURES AND INFORMATION:

(A) Secretarial Standards:

During the year under review, the Company is in Compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

(B) Annual Listing Fee:

The Company?s shares are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) and applicable listing fees has been paid to both the Stock Exchanges.

(C) No One Time Settlement:

There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGMENT:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz.

Customers, Members, Dealers, Vendors, Banks and other business partners for the excellent support received from them during the year. The Directors place on record unstinted commitment and continued contribution of the Employee to the Company.