Raconteur Global Resources Ltd

The Members of

Raconteur Global Resources Limited

(Formerly known as Ganesh Films India Limited)

Your Directors have pleasure in presenting the 6 Director's Report of your

Company together with the Audited Financial Statements along with

Auditors' Report for the Financial Year ended 31 March, 2024.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS

During the year, your Company recorded Total Income of Rs. 171.57 Lakhs (previous year Rs. 7.29 Lakhs). After all the nancial adjustments, the company has earned a net pro t after tax of Rs. 111.22 Lakhs.

In accordance with Section 136 of the Companies Act, 2013, the audited nancial statements are available on the website of the company i.e, www.ganesh lms.com. These documents are available for inspection during working hours at the registered of ce of your Company. Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request.

The Authorized Share Capital as at 31 March, 2024 stood at 7,00,00,000/- (Rupees Seven Crore only) divided into 7000000 (Seventy Lakh) equity shares of Rs. 10/- (Rupees Ten Only) each and the paid-up Equity Share Capital as at March 31, 2024 stood at

3,00,76,840/- (Rupees Three Crore Seventy-Six Thousand Eight Hundred Forty Only) divided into 3007684 (Thirty Lakh Seven Thousand Six Hundred Eighty Four) equity shares of Rs. 10/- (Rupees Ten Only) each.

During the year under review, the company in its Extra Ordinary

General Meeting held on 29 March, 2024 has:

? Increased the Authorized Capital of the Company from Rs. 3,50,00,000/- (Rupees Three Crore Fifty Lakh Only) divided into 3500000 (Thirty Five Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 7,00,00,000/- (Rupees Seven Crore Only) divided into 7000000 (Seventy Lakh) Equity Shares of Rs.10/-

(Rupees Ten Only) each, by way of creation of additional 3500000 (Thirty Five Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each aggregating to Rs. 3,50,00,000 (Rupees Three Crore Fifty Lakh Only).

? Approved the increase in paid up share capital of the company by

issuing 3382346 Equity Shares of the company. After closure of the financial year ended on 31 March, 2024, the Board in its meeting held on 8 May, 2024 has allotted 2205877 Equity Shares to 8 allottees via cash consideration and by the way of conversion of loan.

? Therefore, the company's paid up share capital after the closure of the nancial year ended on 31 March, 2024 stands at Rs. 5,21,35,610/- (Five Crore Twenty One Lakh Thirty Five Thousand Six Hundred Ten Only).

For the Financial Year ended 31 March, 2024, the Company has

not proposed to carry any amount to the General Reserve Account.

In view of the planned business growth, your directors deem it

proper to preserve the resources of the Company for its activities

and therefore, do not propose any dividend for the Financial Year ended 31 March, 2024.

As on 31 March, 2024 the company have NIL Secured Loans. Thedetails of the unsecured loans taken by the company areelaborated under Note No. 4 in the nancial statements for the

financial year ended on 31 March, 2024.

No Material changes and commitments affecting the nancial position of the company which have occurred between the end of the nancial year of the company to which the nancial statements relate and the date of the report except the following:

a. Allotment of 2205877 Equity Shares to 8 allottees via cash consideration and by the way of conversion of loan. st Further during the nancial year ended on 31 March, 2024 the company has initiated the following via conducting Postal Ballot:

a. The company has changed its name from "Ganesh Films

India Limited" to "Raconteur Global Resources Limited"and the fresh certi cate of incorporation has been issuedthby RoC dated 18 December, 2023.

b. The company has altered its object clause to:

1. To establish and carry on directly or indirectly all or any industry, trade or business of preparing, mining, quarrying, boring, digging of stones, sand, iron ore, all types of majorand minor minerals.

2. To engage in the business of cutting, polishing, processing, treating, importing, exporting of all types of stones including but not limited to marble, granite, late rite, lime stone, sand stone, slabs, tiles and other building material and color stones of every description and type, including setting, processing, trading or dealing into waste and by products arising from the mining or processing of stones of all types.

3. To engage in all types of business of import/ export/trading of stone, mines, minerals, metals etc.

2. PUBLIC DEPOSITS

During the year under review, your Company did not accept any deposits from the public in terms of the provisions of Chapter V of the Companies Act, 2013.

3. CHANGE IN THE NATURE OF THE BUSINESS

The Company has altered its Object Clause and the new altered

objects of the company are as follows:

1. To establish and carry on directly or indirectly all or any industry, trade or business of preparing, mining, quarrying, boring, digging of stones, sand, iron ore, all types of major and minor minerals.

2. To engage in the business of cutting, polishing, processing, treating, importing, exporting of all types of stones including but not limited to marble, granite, late rite, lime stone, sand stone, slabs, tiles and other building material and color stones of every description and type, including setting, processing, trading or dealing into waste and by products arising from the mining or processing of stones of all types.

3. To engage in all types of business of import/ export/trading of stone, mines, minerals, metals etc.

4. REGULATORY STATEMENT

In conformity with the provision of Regulation 34 of SEBI (Listing

Obligations Disclosure Requirements), Regulations, 2015, the

st

required disclosures for the year ended 31 March, 2024 are

annexed hereto.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

st

? During the Financial Year ended 31 March, 2024, the following changes were made in the Board of Directors of the Company:

? Mr. Iqbal Singh (DIN: 02776893) was appointed as Additional and Non-Executive Non-Independent Director of the Company w.e.f. 17 th April, 2023.

? Mr. Krishna Kumar Kulshrestha (DIN: 09719927) has resigned

st

from the position of Independent Director of the Company w.e.f 1 August 2023 due to his other assignments and pre-occupations. Further he also con rmed that there was no material reasons for his resignation other than those mentioned in his resignation letter.

? Mr. Sunil Bansal (DIN: 06523066) and Mr. Tushar Bansal (DIN: 08192636) were appointed as Additional Directors (Non-

th

Executive Non-Independent) at Board Meeting held on 9 August

2023.

? Mr. Deepak Sinha (DIN: 09726154) has resigned from the position

th

of Independent Director of the Company w.e.f. 11 August 2023 due to his other assignments and pre-occupations. Further he also con rmed that there was no material reasons for his resignation other than those mentioned in his resignation letter.

? Mr. Rajan Singla (DIN: 09188786) and Ms. Bhawna Malhan (DIN: 10275579) were appointed as Additional and Non-Executive

st

Independent Directors of the Company w.e.f. 31 August 2023

? Mr. Iqbal Singh (DIN: 02776893), Mr. Sunil Bansal (DIN: 06523066), Mr. Tushar Bansal (DIN: 08192636), Mr. Rajan Singla

(DIN: 09188786) and Ms. Bhawna Malhan (DIN: 10275579) were

th

regularized as Directors of the Company at 5 Annual General

th

Meeting held on 29 September 2023.

? Mr. Sunil Bansal (DIN: 06523066) and Mr. Tushar Bansal (DIN:

th

08192636) has resigned from directorship w.e.f. 7 December

2023.

? Mr. Rajan Singla (DIN: 09188786) and Ms. Bhawna Malhan (DIN: 10275579) have resigned from the of ce of Independent Directors

th

w.e.f. 26 December 2023 due to other assignments and preoccupations. Further, they have also con rmed that there are no other material reason for their reason other than those mentioned in the resignation letter.

? Mr. Gaurav Kumar (DIN: 06717452) resigned from the of ce ofdirector w.e.f. 28 February 2024.

? Mr. Tushar Virendra Pratap Singh (DIN: 10388960) and Mr. Asdulla Mehfuzali Khan (DIN: 10388973) were appointed as Additional

Director (Non-Executive Independent) at Board Meeting held on28 February 2024.

? Mr. Asdulla Mehfuzali Khan (DIN: 10388973) and Mr.Tuhsar Virendra Pratap Singh (DIN: 10388960) were regularized as Non-

Executive Independent Director of the Company at Extra Ordinary

General Meeting held on 29 March 2024.

The following changes were made in the Key Managerial

Personnel of the Company during the Financial Year ended 31 March, 2024;

? Ms. Harleen Kaur (Mem. No.50513) resigned from of ce of

Company Secretary and Compliance Of cer and Key Managerial

Personnel of the Company w.e.f.19 October, 2023.

? Ms. Navkiran Kaur (M. No. A69879) was appointed as Company Secretary and Compliance Of cer and KMP of the Company w.e.f. 28th February 2024.

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Sahara Sharma (DIN: 07682859) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment.

The Independent Directors of the Company met one time during the year where all the independent directors were present under the requirement of Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has received necessary declarations from each Independent Director of the Company con rming that he met with the criteria of independence as laid down in sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code for

Independent Directors prescribed in Schedule IV to the Act.

A policy on familiarization program for independent directors has also been adopted by the Company. All new Independent Directors inducted to the Board are presented with an overview of the Company's business operations, products, organization structures and about the Board Constitutions and its procedures.

Framework for Familiarization Programme for the Independent Directors and the details of Familiarization Programme imparted to Independent Directors are made available on the website of the Company at https://ganesh lms.com/wp-content/uploads/2023/02/Policy-on-Familiarization-Programmes.pdf

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this report are Mr. Rajiv Vashisht (DIN: 02985977), Managing Director, Ms. Navkiran Kaur (M. No. A69879) Company Secretary & Compliance Of cer and Mr. Ravi Sharma (PAN: BLDPS4509R), Chief Financial Of cer.

The Nomination and Remuneration Committee has adopted the attributes and quali cations as provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and Quali cation of Directors) Rules, 2014, in respect of Independent Directors. The

Committee has also adopted the same attributes and quali cations, to the extent applicable, in respect of Non-Independent Directors.

All the Non-Executive Directors of the Company ful l the t and proper criteria for appointment as Directors. Further, all Directors of the Company, other than Independent Directors are liable to retire by rotation. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-election.

The Board, on the recommendation of the Nomination and Remuneration Committee, approved the Remuneration Policy for the Directors, Key Managerial Personnel and other employees of the Company, a copy of which is enclosed as ANNEXURE-I to this Report.

The Board carried out formal annual evaluation of its own performance and that of the individual Directors as also functioning of the Board Committees pursuant to the provisions of Companies Act, 2013, SEBI ((Listing Obligations and Disclosures Requirements) Regulations, 2015) and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, as required in terms of Section 134 (3) (p) of the Act. The performance evaluation of the Board, its committees and individual Directors was based on criteria approved by the Nomination and Remuneration Committee. The Directors expressed their satisfaction with the overall evaluation process.

In the separate meeting of Independent directors, performance of non-independent directors, the Chairman of the Board and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors.

6. NUMBER OF BOARD MEETINGS

During the year ended 31 March, 2024, the Board met 10 (Ten) times. The Intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (the "Act").

Required quorum was present throughout each meeting as per the

requirement of the said Act, the dates of Board Meetings are: 17

th th th th

April, 2023, 29 May, 2023, 4 August, 2023, 9 August, 2023, 31

August, 2023, 9 November, 2023, 9 December, 2023, 26

December, 2023, 28 February 2024 and 15 March, 2024.

7. BOARD COMMITTEES AND MEETINGS

Presently, the Company has 3 (Three) Board Committees with the

following members:

During the year ended 31st March, 2024, 7 (Seven) meetings of the

Committee were held on 29 May, 2023, 31 August 2023, 9

November 2023, 7 December 2023, 23 February 2024, 28

February 2024 and 15 March, 2024.

During the year ended 31 March, 2024, 6 (Six) meetings of the

Nomination and Remuneration Committee were held on: 17 April,

2023, 1 August 2023, 9 August 2023, 11 August 2023, 31

August 2023 and 28 February, 2024.

During the year ended 31 March, 2024, 4 (Four) meetings of

Stakeholder's Relationship Committee were held on: 10 April,

2023, 11 July, 2023, 6 October, 2023 and 18 January, 2024.

The committees has also conducted the circular resolutions for re-constitutions and appointment on Board.

8. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act, your Board of Directors

to the best of their knowledge and ability con rm that: -

i) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed with proper explanation relating to material departures, if any;

ii) 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 nancial year and of the pro t and loss of the Company for that period;

iii) they have taken proper and suf cient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

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

v) they have laid down internal nancial controls to be followed by the Company and such internal nancial controls are adequate and were operating effectively;

vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

9. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As at 31 March, 2024 the Company does not have any subsidiary,

associate or joint venture. Hence, Form AOC-1 is Not Applicable

The Equity Shares of the Company are presently listed on SME

Platform of BSE Limited and Annual listing fee for the nancial year

2023-24 has been duly paid.

The securities of the Company are admitted with NSDL and CDSL,

the ISIN allotted to the Company is INE00WY01013

There were NIL Investor complaints received and resolved duringthe year. The pending Complaints of the Shareholders/ Investors'

registered with SEBI at the end of the current nancial year endedon 31 March, 2024 are NIL.

There were no pending requests for share transfer/dematerialization of shares as of 31 March, 2024.

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their speci ed securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements, like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company. However, the Company is in compliance to the extent of applicable sections of Companies Act 2013 with regard to Corporate Governance.

As the Company's Net Worth, Turnover or Net Pro t is below the limit prescribed under Section 135 of the Companies Act, 2013 and hence CSR is not applicable to your Company.

The Company provides a gender friendly workplace, during the year under review, there were no cases led pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Managing Director of the company has drawn the remuneration in excess of the limits as prescribed under Section 197 of Companies Act, 2013. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

* Mr. Gaurav Kumar (DIN: 06717452) resigned from the of ce ofdirector w.e.f. 28 February 2024.

** Mr. Krishna Kumar Kulshrestha (DIN: 09719927) has resigned

from the position of Independent Director of the Company w.e.f 1 August 2023 due to his other assignments and pre-occupations. Further he also con rmed that there was no material reasons for his resignation other than those mentioned in his resignation letter.

*** Mr. Deepak Sinha (DIN: 09726154) has resigned from the position

of Independent Director of the Company w.e.f. 11 August 2023 due to his other assignments and pre-occupations. Further he also con rmed that there was no material reasons for his resignation other than those mentioned in his resignation letter.

**** Mr. Iqbal Singh (DIN: 02776893) was appointed as Additional and Non-Executive Non-Independent Director of the Company w.e.f. 17 April, 2023.

***** Mr. Sunil Bansal (DIN: 06523066) and Mr. Tushar Bansal (DIN: 08192636) were appointed as Additional Directors (Non- Executive Non-Independent) at Board Meeting held on 9 August

2023 and thereafter their appointments were regularized by the shareholders in their 5 AGM held on 29 September, 2023. Mr. Sunil Bansal (DIN: 06523066) and Mr. Tushar Bansal (DIN: 08192636) has resigned from directorship w.e.f. 7 December

2023.

****** Mr. Rajan Singla (DIN: 09188786) and Ms. Bhawna Malhan (DIN: 10275579) were appointed as Additional and Non-Executive

Independent Directors of the Company w.e.f. 31 August 2023. Mr.

Rajan Singla (DIN: 09188786) and Ms. Bhawna Malhan (DIN:

10275579) have resigned from the of ce of Independent Directors

w.e.f. 26 December 2023.

Mr. Tushar Virendra Pratap Singh (DIN: 10388960) and Mr. Asdulla Mehfuzali Khan (DIN: 10388973) were appointed as Additional

Director at Board Meeting held on 28 February 2024. Mr. Asdulla

Mehfuzali Khan (DIN: 10388973) and Mr. Tushar Virendra Pratap

Singh (DIN: 10388960) were regularized as Non-Executive

Independent Director of the Company at 29 March 2024.

# Ms. Harleen Kaur (Mem. No.50513) resigned from of ce of Company Secretary and Compliance Of cer and Key Managerial Personnel of the Company w.e.f. 19 October, 2023.

## Ms. Navkiran Kaur (M. No. A69879) was appointed as Company Secretary and Compliance Of cer and KMP of the Company w.e.f.

28th February 2024.

? Percentage increase in Median remuneration of employees in nancial year 2023-24: There was 100% increase in the remuneration paid/payable to the employees (including Directors) of the company as the company during FY 2022-23 has not provided any remuneration to its employees (including Directors).

? Number of permanent employees on rolls of the Company as st

on 31 March, 2024: 3 (Three)

? Average percentile increase already made in the salaries of employees other than the Managerial Personnel in the last

in the managerial remuneration and justi cation thereof: NIL

Personnel of the Company during the nancial year was NIL.

The provisions of maintenance of cost records as speci ed under sub-Section (1) of Section 148 of the Companies Act, 2013 is not applicable to the company and accordingly accounts and records are not maintained as per the provisions of this Section.

The Board has approved the Risk Management Policy of the Company. The Company's risk management framework is designed to address risks intrinsic to operations, nancials and compliances arising out of the overall strategy of the Company. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its objectives. The responsibility for management of risks vests with the Managers/ of cers responsible for the day-to-day conduct of the affairs of the Company which lead to identi cation of areas where risk management processes need to be strengthened. Annual update is provided to the Board on the effectiveness of the Company's risk management systems and policies.

Since, there was no unpaid/unclaimed dividend declared and paid last year, the provision of section 125 of the companies act, 2013 do not apply.

As on date, the company has only class of share capital i.e. Equity

shares of face value INR 10/- each

The Company has adequate internal nancial controls with respect to the nancial statements, commensurate with the size and scale of the operations of the Company. During the year such controls were tested and no reportable material weakness in operation has been observed. Internal audit of the Company has been carried out during the year. The Audit Committee reviews the internal audit ndings, provides guidance on internal controls and ensures that the internal audit recommendations are implemented.

The company has not provided any guarantee in respect of the loan, any loan or haven't made any investment in the securities of the other body corporate.

During the year ended 31st March, 2024, the Company has not entered into any Related Party Transactions. Hence Form AOC-2 is not applicable.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the website of the Company at https://ganesh lms.com/wp-content/uploads/2023/02/Policy-on-Related-Party-Transaction.pdf

During the year under review, no signi cant and material orders were passed by any Regulators/ Courts/ Tribunals impacting the going concern status and your Company's operations in future.

As on 31 March, 2024, no dues were pending towards micro, small and medium enterprises.

M/s JMR & Associates LLP, Chartered Accountants, Mumbai (Firm

Registration No. 106912W/W100300) an Auditors rm was

appointed as Statutory Auditors of the Company, for a term of veconsecutive years, at the Annual General Meeting held on 30 September, 2019.

On 11 November, 2023, M/s JMR & Associates LLP, Chartered Accountants, Mumbai (Firm Registration No. 106912W/W100300) resigned from their position. On 9th December, 2023 M/s Kapil Sandeep & Associates, Chartered Accountants, FRN: 016244N were appointed as the Statutory Auditors of the company to ll the casual vacancy so arised due to the resignation of the previous auditor.

The audit report contains some quali cation or reverse remark on the nancial statements of the company for the nancial year ended on 31st March, 2024.

The Board's comment on the remarks reported by the Auditor is as

follows:

Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed herewith and marked as ANNEXURE-II forming a part of the Annual Report.

Efforts to conserve electricity by operating only necessary lights,

ttings and xtures were made during the nancial year 2023-24.

energy: Nil

Capital investment on energy conservation equipment: Nil

Efforts, in brief, made towards technology absorption and bene ts derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc: NIL

No technology was/were imported during the last 3 years reckoned

from the beginning of the nancial year.

Expenditure incurred on research and development Nil

There were no foreign exchange earnings or out ow during the

nancial year.

Safety and occupational health responsibilities are integral to your company's business process. Safety is a key performance indicator and your company is committed to ensuring zero harm to its employees, to any person in the company premises and to the community. The company is continuously focusing on improved training, new initiatives, your company is also focusing on environment protection policy.

In terms of Section 204 of the Companies Act, 2013, the Company has appointed Ms. Anuradha Malik (M.No: A60626; CoP: 27205), Practicing Company Secretary as the Secretarial Auditor of the Company for the Financial Year 2023-2024. The Secretarial Audit Report issued by Ms. Anuradha Malik (M.No: A60626; CoP: 27205), Practicing Company Secretary is provided under ANNEXURE-III to this Report.

The Board's comment on the remarks reported by the Auditor is as

follows:

The Board of Directors states that the company has complied with the provisions of the applicable Secretarial standards issued by the Institute of Company Secretaries of India, as amended from time to time.

st

The Annual Return of the Company for the nancial year ended 31 March, 2023 is available on the website of the Company which can be accessed at https://ganesh lms.com/investor-relations/

The Vigil Mechanism Policy of the Company is formulated in terms of Section 177 (9) of the Companies Act, 2013 read with the provisions of the Listing Agreement with the Stock Exchange(s) and thereby also incorporates Whistle Blower Policy. That as per the said policy protected disclosures can be made by the Whistle Blower to the dedicated e-mail / telephone line/ letter to Chairman of Audit Committee.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is available on the website of the Company at web link: https://ganesh lms.com/wp-content/uploads/2023/02/Policy-on-Vigil-Mechanism-Whistle-Blower.pdf

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate 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.

All Board of Directors and the designated employees have

con rmed compliance with the code.

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/ behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. A declaration signed by the Company's Managing Director for the Compliance of these requirements is furnished in ANNEXURE-V forming part of the Annual Report.

The Managing Director and/or CFO of the company are required to give an Annual Certi cate on compliance with Financial Reporting and internal controls to the board in terms of Regulation 17(8) of SEBI (LODR) Regulations, 2015 and Certi cate On Financial Results while placing the Annual nancial results before the board in terms of Regulation 33 of SEBI (LODR) Regulations, 2015 of and same is published in this report as ANNEXURE-V

During the year under review, your Company enjoyed cordial

relationship with employees at all level.

No frauds were reported under Section 143 of the Companies Act,

2013 during the nancial year 2023-24.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:-

a) Issue of equity shares and differential rights as to dividend, voting or

otherwise.

b) Issue of Shares (including sweat equity shares) to employees of

the Company under any scheme.

c) No signi cant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

No CIRP process is initiated against the company under IBC 2016.

No such settlement took place during the year

Your directors would like to express their sincere appreciation for the assistance and corporation received from the nancial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.