Precision Wires India Ltd

TO THE MEMBERS

Your Directors have pleasure in presenting the Thirty Fifth (35 ) Directors' Report of your Company along with Audited

Financial Statements for the financial year ended 31 March, 2024

1. FINANCIAL RESULTS:

2. *DIVIDEND AND RESERVE:

Your Directors are pleased to recommend a Final Dividend of Rs. 0.45 paise (45%) per fully paid up equity share of face

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value of Rs. 1/- each for the year ended 31 March, 2024, subject to the approval of Members at the ensuing Annual General Meeting (AGM) of the Company.

The Two Interim Dividends at the rate of Rs. 0.30 paise (30%) each per fully paid up equity share for the year was

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recommended at the Board Meetings held on 8 November, 2023 and 8 February, 2024 paid in November, 2023 and February, 2024 respectively.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is available on the Company's website: https://precisionwires.in/policies/

There was no change in the Share Capital structure of the Company during the Financial Year 2023-24.

Rs. 6000.00 Lakhs Amount was transferred to General Reserve during the year.

In accordance with the applicable provisions of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. The details relating to amount of dividend transferred to the IEPF and corresponding shares on which dividends were unclaimed for seven (7) consecutive years, are provided on the website of the Company www.precisionwires.in

During the financial year 2023-24, the Company has transferred 48650 equity shares to Investor Education and Protection Fund (IEPF).

3. OPERATIONS:

During the year under review, there was normalcy in terms of Production and Sales.

There was some volatility in the Copper Price and Exchange rates during the year under review. In terms of USD per MT, the Average Copper Prices in FY 2023-24 were slightly lower as compared FY 2022-23. The rupee weakened by about 3% on average during the year under review compared to the preceding year. Overall average Copper prices in Indian rupees during the year under review were almost the same as the preceding year.

As matter of policy and safeguard, so as to avoid market risk, your Company generally enters into back-to-back transaction for purchase of copper against the sales orders of finished goods received.

During the year under review our Production, Sales and Revenue from Operations were higher compared to preceding year.

Exports were satisfactory during the year despite stiff competition and tariff discrimination.

Tuticorin smelter of M/s. Vedanta Limited, one of our major Copper Rod suppliers, continued to be shut during the year. M/s. Hindalco Industries Limited (Birla Copper) is the Principal Producer of Copper Cathodes / Copper Rods in India and they operated their plants at high capacity level during the year. Their capacities may not be sufficient to meet the growing demands of the Country.

Due to global factors, supplies of Copper in the International Market are tight. M/s Kutch Copper Limited (Adani Group) is expected to come into production this year but they will take time to ramp up and stabilize. Demand of Copper in the Indian economy is increasing at a healthy rate and is expected to continue doing so. Supply position of Copper in the Indian market may remain tight this year.

Your Company made suitable arrangements with indigenous producers and also supplemented with some imports during the year under review.

Copper prices have sharply increased in April, 2024 and are expected to remain at elevated levels in the current year.

Interest rates rose during the year and remained at high levels, resulting in increase in the finance costs.

During the year under review, we installed and commissioned most of the equipments for our expansion / modernization project of about 9000 MT per year capacity. The remaining equipments are likely to be commissioned and put into commercial production during the first half of the FY 2024-25. Some old capacity was also partly de-commissioned during the year under review as part of ongoing modernization.

We have recently announced a proposed new expansion / modernization project of about 6000 MT per year capacity of various types of Winding Wires for FY 2024-25 at an estimated project cost of Rs.63 crores plus GST as applicable, for which we are in the process of ordering the equipments.

Despite the uncertainty in the market combined with high inflation, volatile raw material prices and high interest rates, your Company has put up a steady and good performance, declared dividends and discharged all its financial / other commitments and obligations on time without any delay or default or moratorium.

The overall economic situation during the current financial year is expected to remain inflationary. Geo-political tensions in the Middle East and Ukraine are expected to stoke inflation and affect supply chains. Commodity prices are likely to be higher. It is expected that in view of this uncertainty, the US Federal Reserve will not loosen their Monetary Policy quickly. Indian interest rates are also likely to remain at elevated levels during the current year. Towards the end of the year under review, Copper prices started climbing up and are expected to remain at higher levels during the current year as compared to the year under review. Indian rupee may also remain under pressure, due to the above situation. Due to the above factors, the macro-economic situation will remain challenging.

Domestic demand has remained steady during the year under review.

The Total Revenue from Operations (net of taxes) is Rs. 330169 (303357). PBDIT is 15333 (12835). Finance Cost is Rs 3713 (3290). Depreciation is 1739 (1416). PBT is 9880 (8128). Provision for Tax is 2595 (2179). PAT is 7285 (5949). Other Equity (Excluding revaluation) went up to 48857(43244). Our Current Ratio 1.71 (1.74) and Debt Equity Ratio 0.19 (0.04). Profit after tax during the year were higher by 22%.

4. NUMBER OF BOARD MEETINGS HELD:

During the year under review, 5 (Five) meetings of the Board of Directors were held as under:

15 April, 2023, 27 May, 2023, 10 August, 2023, 08 November, 2023 and 08 February, 2024.

The details of attendance of Directors with respect to above meeting are as follows:

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*Smt. Asha Morley has been appointed as an Independent Director of the Company on 23 June, 2023. Smt. Swati

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Maheshwari ceased to be an Independent Director of the Company w.e.f. 04 September, 2023 as her term expired. Shri

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Manoj Lekhrajani has been appointed as an Independent Director of the Company w.e.f. 06 March, 2024. Smt. Vandana

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Garg was appointed as an Additional Non-Executive Independent Director of the Company w.e.f. 15 April, 2023 and

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subsequently ceased to be an Additional Non-Executive Independent Director w.e.f. 12 May, 2023 due to her prior commitments and pre-occupation.

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Further, during the year, a separate meeting of the Independent Directors of the Company was held on 08 February, 2024 to discuss and review the performance of all other Non-Independent Directors, Chairperson of the Company and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of the Companies Act, 2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

5. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

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a) In the preparation of the Annual Accounts for the year ended 31 March, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for the same period;

c) the directors have 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) they have prepared the Annual Accounts on a going concern basis;

e) they have laid down internal financial controls in the Company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

6. DECLARATION BY THE INDEPENDENT DIRECTOR:

The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Act, confirming that they meet the criteria of independence under Section 149(6) of the Act, and Regulation 16 (1)(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

7. NOMINATION AND REMUNERATION POLICY:

The Policy of the Company on Directors' Appointment, Remuneration and other Terms including criteria for determining qualifications, positive attributes, experience and any other matters as required to be provided for the Independence of a Director as per subsection (3) of Section 178 of the Act and Regulation 19 of Listing Regulations is appended as Annexure-I to this Annual Report. The inter alia, provides that the Nomination and Remuneration Committee shall, formulate the criteria for Board membership, including the appropriate mix of Executive & Non-Executive Directors, Board Diversity and approveand recommend compensation packages and policies for Directors and Senior Management and lay down the effective manner of performance evaluation of the Board, its Committees and the Directors and such other matters as provided under Section 178 of the Act and Listing Regulations.

The salient features of the Nomination and Remuneration Policy of the Company are outlined in the Corporate Governance Report which forms part of this Annual Report. The Policy is also available on the website of the Company www.precisionwires.in

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2023-24, following changes has taken place on the Board of Directors of the Company :

a. Smt. Asha Morley, has been appointed as Non-Executive Independent Director of the Company for a period of three

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years starting from 23 June, 2023 and subsequently confirmed by the members of the Company at the Annual

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General Meeting held on 04 September, 2023.

b. Shri Mahendra R. Mehta, has been re-appointed as Chairman and Director of the Company for a period of one year

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starting from 01 October, 2023.

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c. Shri Manoj Lekhrajani, has been appointed as a Non-Executive Independent Director of the Company on 06

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March, 2024 and subsequently confirmed by the members of the Company through postal ballot on 15 April, 2024.

d. Smt. Swati Maheshwari, Non-Executive Independent Director of the Company ceased to be Director, as her term as

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an Independent Director has ended on 04 September, 2023.

e. Smt. Vandana Garg was appointed as an Additional Non-Executive Independent Director of the Company w.e.f.

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15 April, 2023 and subsequently ceased to be an Additional Non-Executive Independent Director w.e.f. 12 May, 2023 due to her prior commitments and pre-occupation.

All the Independent Directors of the Company have given their declaration for the FY 2023-24 that they continue to meet all the criteria as specified under Section 149(6) & (7) of the Companies Act, 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they are Independent of the management in respect of their position as an "Independent Director" in the Company.

The Companies Act, 2013 not only mandates Board and Directors evaluation, but also requires the evaluation to be formal, regularized and transparent. SEBI has also notified Securities and Exchange Board of India (Listing Obligations

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and Disclosure Requirements) Regulations, 2015 ('Listing Regulations 2015') on 02 September, 2015, whereby it has aligned the present Listing Agreement with the Companies Act, 2013. In accordance with the provisions of the Companies Act, 2013 and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the

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Company at its meeting held on 18 May, 2024 undertook an annual evaluation of the performance of the Board, its committees and all the individual Directors

9. AUDITOR: a. Statutory Auditor

M/s S.R. Divatia & Company, Chartered Accountants (ICAI Firm Registration No. 102646W), firm of Chartered

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Accountant appointed as Statutory Auditor of the Company from the conclusion of the 33 AGM to the end of the

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38 AGM of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their

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Audit Report for the Financial Year ended on 31 March, 2024.

During the year under review, Company has paid a total fees of Rs. 13 Lakhs (Rupees Thirteen Lakhs) to the Statutory Auditor of the Company, for the Audit of the Financial of the Company.

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Based on the recommendation of the Audit Committee and passed by the Board at its meeting held on 27 May, 2023, the Board has appointed M/s. Gangan & Co., Cost Accountants as the Cost Auditors to audit the Cost Accounts of the Company for the Financial Year 2023-24 at a remuneration of Rs. 2.75 Lakhs plus taxes as may be applicable and reimbursement of out of pocket expenses, subject to approval of Members at the ensuing AGM.

The Cost Accounting records maintained by the Company for Products covered under GST Tariff of India Chapter Heading / Sub Heading HS 8544 (Winding Wires made of Copper and also Insulating Varnish HS 3208/09 are subject to yearly audit by qualified Cost Auditors.

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The Secretarial Audit Report along with Secretarial Compliance Report for the Financial Year ended 31 March, 2024 under Companies Act, 2013, read with Rules made thereunder and Regulation 24A of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in Annexure II to this Annual Report.

There were no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditors in

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their Audit Report for the Financial Year ended on 31 March, 2024.

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, read with

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Companies (Meeting of Board and Its Powers) Rules, 2014 as on 31 March, 2024 are given in the Notes to the Financial Statements forming part of this Annual Report. The Company has not given any Loans/Guarantees to any Individual/ Body Corporate, except to its employees.

The Company doesn't have any Subsidiary, Joint Venture or Associated Companies.

All transactions entered with Related Parties, during the financial year were in the ordinary course of business and on an arm's length basis on normal commercial terms and do not attract the provisions of Section 188 of the Companies Act, 2013. Thus, there are no transaction required to be disclosed under form AOC-2. There were no materially significant Related Party's transactions during the financial year with Promoters, Directors and Key Managerial Personnel which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the Notes to the Financial Statements.

The Board has approved a Policy for Interested Related Party Transactions which has been uploaded on the Company's website.

The Company has frame work for the purpose of identification and monitoring of Related Party Transactions. All Related Party Transactions are placed before the Audit Committee as also to the Board of Director's for approval. Prior omnibus approvals are granted by the Audit Committee for Related Party Transactions. Transactions entered into pursuant to omnibus approval are placed before the Audit Committee and Board for review and approval on quarterly basis.

The Company in terms of Regulation 23 of the Listing Regulations submits within 30 days from the date of publication of its Standalone and Consolidated Financial Results for the half year, disclosures of Related Party Transactions on a consolidated basis, in the format specified in the relevant accounting standards to the Stock Exchanges. The said disclosures can be accessed on the website of the Company at https://www.precisionwires.in

The particulars in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 is given in Annexure III to Director's Report in this Annual Report

The Company has been addressing various risks impacting the Company. Risk Management is integral to your Company's strategy and for the achievement of our long-term goals. Our success as an organization depends on our ability to identify and leverage the opportunities while managing the risks.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021, the Risk Management Committee has made applicable to Top 1000 Companies as per market capitalization. Hence Risk management Policy and constitution of the same has become applicable to the Company.

During the financial year under review 2023-24, the Company has constituted Risk Management Policy, which is uploaded on the website of the Company i.e. www.precisionwires.in

The Risk management Committee consisting following members have also been constituted: a. Shri Milan Mahendra Mehta - Chairman b. Shri Niraj Bhukhanwaka - Member c. Shri Deepak Mahendra Mehta - Member The Company is also mitigating these risks with the help of regular external compliance audits.

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee. The Committee comprises of One Independent Director and Two Executive Directors. The CSR Policy has been uploaded on the website of the Company.

As required under the Companies Act, 2013, During the year under review, the Company was required to contribute Rs.

146.32 Lakhs. The Company has fully contributed the entire amount to eligible entities as required pursuant to provisions of Section 135 of the Companies Act, 2013. The detailed statement in Annexure-IV is the part of the Director Report. The Company has made an excess spend of Rs. 0.44 Lakhs.

The CSR projects of the Company are primarily focused in the areas of Education, Healthcare, Promotion of Sports and Skill Development, Social Welfare, Rural Development and Eradication of Hunger and Malnutrition etc.

Pursuant to Regulation 34 of Listing Regulations, the Corporate Governance Report together with Certificate from Practicing Chartered Accountant, on compliance with the conditions of Corporate Governance as laid down, forms a part of this Annual Report.

The Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafter referred to as "Prevention of Sexual Harassment Act").

Internal Complaints Committees have also been set up to redress any such complaints received. The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The Company periodically conducts sessions for employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act.

No complaints of sexual harassment were received during the Financial Year 2023-24 by the Company.

Pursuant to the provisions of the Act, and Regulation 17 of the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria for the Board, its Committees and Directors.

The Board's functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

The Committees of the Board were evaluated after taking inputs from the Committee Members on the basis of criteria such as degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board Members.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations at present so far.

The Statement of Disclosure of Remuneration under Section 197 of the Act and Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rule") is appended as Annexure-V to this Directors' Report.

The Companies Audit Committee consists of following Independent Directors:

a. Shri Niraj Bhukhanwala (Chairman) - Non-Executive Independent Director

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b. Smt. Swati Maheshwari (Member) - Non-Executive Independent Director -Term ended on 04 September, 2023

c. Shri Pradip Roy (Member) - Non-Executive Independent Director

d. Shri Milan M Mehta (Member) - Managing Director

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Act, and Regulation 18 of the Listing Regulations.

All members of the Audit Committee are financially literate and have experience in financial management. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. Kailash Chand Jain & Co, Chartered Accountants, Reputed Firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the Industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations.

The Policy also provides adequate protection to the Directors, Employees and Business Associates who report unethical practices and irregularities. Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy. The Whistle Blower Policy of the Company can be accessed at website of the Company at www.precisionwires.in

Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section and forms part of this Annual Report.

In terms of Regulation 34(2)(f) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, detailed information on the initiatives taken by the Company from an environmental, social and governance perspective is provided in the Business Responsibility and Sustainability Report which forms part of this Report.

In January 2015, SEBI notified the SEBI (Prohibition of insider trading) Regulations, 2015 which came into effect from May 15, 2015. Pursuant thereto, the Company has formulated and adopted a new Code for Prevention of Insider Trading.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. The Company also maintains Structural Digital Database of all Insider, as directed by the SEBI.

All Board members and the designated employees have confirmed compliance with the Code.

a. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;

b None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force); c. The Company does not have any scheme or provision of money for the purchase of its own shares by Employees / Directors or by Trustees for the benefit of Employees / Directors; and

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

e. No fraud has been reported by the Auditors to the Audit Committee or the Board.

f. The Company has received an order from Additional Magistrate of Labour Court, Palej, Bharuch, Gujarat imposing penalty of Rs. 50,000/- (Rupees Fifty Thousand only) in the matter of an accident taken place out of human error at Palej Plant (Gujarat) of the Company. The penalty has been paid by the Company.

g. There is no proceeding filed / pending under the Insolvency and Bankruptcy Code, 2016. h. There was no change in the nature of business of the Company during the Financial Year i. There was no instance of onetime settlement with any Bank or Financial Institution

j. All the non executive Independent Directors are highly experienced and qualified, as stated in detailed in Corporate Governance Report.

Your Directors place on record their sincere appreciation for significant contribution made by employees of the Company at each level, through their dedication, hard work and commitment.

The Board places on record its appreciation for the continued co-operation and support extended to the Company by various Banks, Stock Exchanges, NSDL and CDSL. The Board wishes to express its grateful appreciation for the assistance and co-operation received from Vendors, Customers Consultants, Banks, Financial Institutions, Central and State Government bodies, Dealers, and other Business Associates. The Board deeply acknowledges the trust and confidence placed by the Consumers of the Company and, above all, the Shareholders..

Chairman and Director DIN: 00003558

Mumbai, 18 May, 2024