RPP Infra Projects Ltd

Dear Members,

Your Directors take pleasure in presenting their 29thAnnual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March 2024.

1. F inancial Highlights (Standalone and Consolidated)

D uring the year under review, performance of your Company's standalone and consolidated results are as under:

2. Oper ation and Performance Review

T he financial year 2023-24 remained a strong year for Company. The Company's revenue increased by 33.54% in the financial year 2023-24 as compared to the previous financial year, and margin and profitability also increased as compared to the previous financial year.

The Company's performance improved during the 4th quarter and it expects to maintain the same momentum in the coming year. During the current year, the Company was awarded a larger number of contracts and has a strong work order book of 2,950.47 Crore.

The Company achieved a turnover of 2,38.57 Crore during first quarter with PBT of 14.78 Crore and PAT of 10.44 Crore. In the second quarter, the Company achieved a turnover of 367.69 Crore with PBT of 28.96 Crore and PAT of 16.95 Crores. The third quarter witnessed a decrease in turnover to 319.12 Crore, with PBT 20.61 Crore and PAT of 16.08 Crore. The last quarter had a much higher turnover of 407.02 Crore, with higher PBT of 28.23 Crore and higher PAT of 22.04 Crore.

Standalone Results

D uring the year under review, revenue from increased to 1,332.29 Crore from 1,005.25 Crore in the previous year, reflecting an increase of 32.53%.

Profit after tax increased to 65.51 Crore during the financial year, as against 25.99 Crore for the previous financial year.

The Company's net worth increased to 414.61 Crore as on 31st March 2024 as compared to 342.59 Crore as on 31st the March 2023.

Consolidated Results

Consolidated revenues for the year under review were

1,353.41 Crore, as against 1040.33 Crore in the previous financial year, recording an increase of 30.09% as compared to the previous financial year.

Consolidated profit after tax increased to 57.20 Crore, against 28.96 Crore for the previous financial year. The Company's consolidated net worth increased to 422.56 Crore as on 31st March 2024 from 362.19 Crore as on 31st March 2023. The increase in networth is owing to capital raise under preferential issue and conversion of partly paid shares into fully paid shares by the Company.

In accordance with the Indian Accounting Standard-27 on consolidated financial statements, the audited consolidated financial statements are also provided along with standalone financial statement in the Annual report.

3. Company's Affairs And Future Outlook

T he Company performed well in the current financial year despite high inflation and interest rates and global economic uncertainty.

Your Company continues to have strong order book which at the end of the financial year 2023-24 stood at 3,009.92 Crore.

Your Company is bound to have better performance as the contracts and orders are from the Government, who are safest customer and provides stability to the Company even amid the most challenging times. Your Company has received the following major contracts during 2023-24 and till the date of this report, and Company has continued its focus to small and mid-sized projects in segments of Building, Water and Infrastructure domain: ? Road and Drain works-1 for CBR Projects of CPCL at Na-gapattinam, Tamil Nadu for 300.44 Crore ? Provision of civil works and allied services for engine test facility along with ancillary work for GRTE at Rajankute, DRDO, Bengaluru, Karnataka, for 90.18 crore ? Formation of Northern, Eastern, Western Side internal roads, const. of RCC drain, RCC Culvert, Minor Bridges, providing pipe causeway and street light arrangement in SIPCOT Industrial Estate at Hosur for 94.13 Crore

Major projects awarded after 31st March 2024: ? Major Upgradation of Raipur Railway station of SECR, Chhattisgarh on EPC Mode for 412.81 Crore ? Construction of New District Jail - 1026 Capacity at Hatharas District, UP on EPC mode for 152.11 Crore ? Construction of New District Jail-1026 Capacity at Hapur District, UP on EPC mode for 158.81 Crore ? Construction of New District Jail- 1026 Capacity at Jaun-pur District, UP on EPC mode for 152.11 Crore The details of the affairs of the Company and future outlook has also been provided at other places, including Management Discussion and Analysis Report forming a part of this report.

4. Change in Nature of the Business

There was no change in the nature of the business of the Company and its subsidiaries during the financial year except Lunkar Finance Private Limited.

Dividend

Your Directors regret to inform that they have decided against the recommendation of dividend for the financial year 2023-24 owing to the need for conservation of resources and liquidity for meeting onward and future requirement of the funds for the projects of the Company.

5. Transfer to Reserves

Company has not transferred any amount to the reserve during the year. All profits are carried forward in the P&L

Account.

6. Share Capital

During the financial year, the paid-up capital of the Company increased to 37.95 Crore from 37.46 Crore in the previous year.

During the year, partly paid rights issue also converted into fully paid up rights issue.

Rights Issue:

Your Company has made a rights issue of 1.60 Crore Equity Shares at a price of 30 per share aggregating upto 48 Crore. The rights basis was made to the existing equity shareholders in the ratio of three rights equity shares for every five fully paid equity shares held by the shareholders. Based on application, the Company has allotted 1,42,30,000 equity shares on 26th October 2021 on receipt of 18 (including premium of 12). Further, the Company has made first and final call of balance 12 (including premium of 8) on 3rd February 2022.

During the financial year, 4,79,904 no. of partly paid converted into fully paid shares and remaining outstanding partly paid shares is 2,34,375 and 1,39,709 partly paid shares was converted into fully paid up shares as on 26.02.2024 and the process was completed after balance sheet date. After the last allotment on Feb 2024, 94,666 shares remain unpaid.

Company forfeited 94,666 partly paid shares on 2nd August 2024 and is in the process of completing the forfeiture.

Preferential Issue:

Your company has made preferential issue of 3,00,000 equity shares and 1.15 crore warrants at 44.25 per share/warrants. Company has made allotment of 3,00,000 equity shares of the face value of 10 and 1.15 crores convertible warrants is issued at 44.25 per warrant as on 06th March, 2023 and each warrant will be converted into one equity share of face value of 10 each within the 18 months' time limit from the date of allotment.

Allotment Committee of the Board of Directors held on 29th August, 2024 approved the allotment of equity shares on conversion of 1,15,00,000 warrants into 1,15,00,000 equity shares at an price of 44.24 per equity shares (including

34.25 premium per share) each non promoter category on preferential basis, upon receipt of amount aggregating to 38,16,56,250 (being 75% of the issue price per warrant).

One warrants at the rate of 44.25 will be converted into one equity share at the rate of 44.25.

The last date for warrant conversion is 5th September 2024.

Authorized Share Capital:

During the year, there is no change in the authorised share capital and remains the same as 50 crores authorised capital.

7. Annual Return

The Annual Return in the e-form MGT - 7 for the financial year 2023-24 is provided on the Company's website at web-link http://www.rppipl.com/investor.php and may be treated as part of Board Report.

8. Board of Directors and Meetings of the Board

The Board is properly constituted with an appropriate mix of executive, non- executive and independent directors to maintain the independence of the Board and to separate the Board functions of governance and management. The Board is constituted in compliance with Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015. The total strength of the Board comprised of six directors during financial year 2023-24. Board comprised of two executive promoter directors, one non-executive director and three independent directors, with one woman director being part of Board. The composition of the Board was proper throughout the financial year as per Companies Act, 2013 and SEBI (LODR) Regulation, 2015. Mr. K Rangasamy was resigned as independent director from 21th April 2023. Due to resignation of independent director, composition of executive, on-executive director and independent director is not maintained as per Section 149 of the Companies Act,2013 and as per Regulation 17 of SEBI(LODR) Regulations, 2015. Mr. Thangavel is appointed as Independent Director as on 21st July 2023 after getting shareholder approval as on 30th Sept 2023.

More details about the Board, including the profile of directors are provided in the Corporate Governance Report forming a part of the Board Report.

During the financial year 2023-24, nine Board Meetings were held on 23rd May 2023, 29th May, 2024, 23rd June 2023, 21st July, 2023, 12th August 2023, 04th Sept 2024, 30th Sept 2024, 08th November 2023 and 14th Feb, 2024.

The attendance of Directors in the Board meeting is provided below:

During the year, one postal ballot meeting were conducted on 26 July, 2023 and AGM Date is 30th Sept 2023.

9. Loan, Guarantees and Investments under Section 186

During the financial year 2023-24, the Company has not made any investment, granted any loan or extended any guarantee or provided any security in connection with the loans to other companies.

Company has incorporated three joint ventures in the form of partnership namely RPP-SUN CONSTRUCTIONS JV, RPP-SAMRAT JV, and RPP-BOSAN INFRA JV for bidding various project and the said partnership has also been awarded with the contract.

Further, Company has not made any loan or guarantee or security or investment in subsidiaries including wholly owned subsidiaries or joint venture during the financial year 2023-24.

Please refer to note no. 6 of Notes to Accounts for details of all investments made by the Company.

10. Contracts or Arrangements with Related Parties

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, for the financial year 2023-24 in the prescribed format, AOC - 2 has been enclosed with this report as Annexure – 1. The Company do enters into bidding agreement with various parties including related parties for making of bidding to various Government Departments as per qualification criteria. These agreements when made are made in ordinary course of business and on arm's length basis as acceptable in this industry. Company ensures to have similar/ same terms and conditions for all agreements, including with related party. These are as per the bidding agreement, where formal agreement needs to be entered on award of the work by the Government Department.

Company do obtain omnibus approval of the Audit Committee and wherever it goes forward for contract and also obtains Board/ Members approval. Company will also approach for omnibus approval to the shareholders to seek their prior approval as some of these may be material related party transection as per SEBI LODR Regulation, 2015. These will work as omnibus approval. Company will ensure that any contracts/ agreements as made, are in ordinary course of business and at arm's length price.

11. M aterial Changes Affecting the Financial Position of the Company

T here are no material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company i.e., 31st March 2024 and till the date of the Directors' Report.

12. C onservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo

I nformation as per Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo has been enclosed with this report as Annexure – 2.

13. Subsidiaries, Joint Venture and Associate

T he Company at the end of financial year had a total of subsidiaries, out of which four are wholly owned subsidiaries (WOS), one is step-down subsidiary and one company though subsidiary is in nature of joint venture. RPP-Annai (JV) Private Limited has been incorporated as subsidiary as Company holds 51% in it, however, it is a joint venture company. Company also has one joint venture outside India namely R.P.P Infra Projects Myanmar Ltd, which has been strike off during the year.

Company has incorporated three Joint venture namely, RPP-SUN CONSTRUCTIONS JV, RPP-SAMRAT JV, and RPP-BOSAN INFRA JV and during the financial year 2023-24 which is joint venture partnership/ association for bidding and taking up various contracts and to meet the eligibility criteria in tenders.

Further, your Company from time to time enters into bid arrangement/ understanding for quoting for projects or undertaking projects under joint venture and they may be incorporated as company/ partnership/ association of persons in case of award/ allotment of project or otherwise as may be decided by the Company.

R.P .P Infra Projects (Lanka) Limited, Sri Lanka

R.P.P Infra Projects (Lanka) Limited is a wholly owned subsidiary of your Company based in Sri Lanka. The Company, during 2014-15, successfully completed a housing project for the internally displaced people of Sri Lanka's Northern Province for which Hindustan Prefab Limited were the Project consultant.

The Company has taken up solar project during the year under review and has no operating revenues during the financial year ended 31stMarch 2024. The Company recorded a net profit of 3.07 Crore for the year ended 31st March 2024.

R.P.P Infra Overseas PLC, Mauritius

R.P.P Infra Overseas PLC is a wholly owned subsidiary of your Company based in Mauritius. The principal activity of the Company is to provide infrastructure project- related consultancy services and SPV for foreign investment. The Company had no operating revenues during the financial year ended 31st March 2023. The company recorded a net loss of 11.38 Crore.

Sanskar Dealcom Private Limited, India

Sanskar Dealcom Private Limited, a wholly owned subsidiary of your Company, is engaged in activities that includes being distributors, agents, traders, merchants, contractors, brokers and otherwise deal in merchandise and articles of all kinds including clearing agents, freight contractors, forwarding agents, licensing agents, general brokers and to carry any kind of commercial business.

The Company had no operational revenues during the year ended 31st March 2024 and had a very insignificant net loss for the year.

Greatful Mercantile Private Limited, India

Greatful Mercantile Private Limited, a wholly owned subsidiary of your Company, is engaged in activities that include being distributors, agents, traders, merchants, contractors, brokers and otherwise deal in merchandise and articles of all kinds including clearing agents, freight contractors, forwarding agents, licensing agents, general brokers and to carry any kind of commercial business.

T he Company had no revenues from operations during year ended 31st March 2024 and had a very insignificant net loss for the year.

Lunkar Finance Private Limited

Lunkar Finance Private Limited is a step-down subsidiary of your Company. Sanskar Dealcom Private Limited and Greatful Mercantile Private Limited holds the entire paid- up capital of this company and hence step-down subsidiary of your Company.

Lunkar Finance Private Limited has voluntary surrendered the NBFC License. RBI has communicated the NBFC cancellation letter on 24th Novembers 2023. The Company has changed the object clause as real estate and change the name as Sprinkle Assets Private Limited in Extra Ordinary General Meeting held on 28th December, 2023.

The Company had no operational revenues during the year ended 31st March 2024 and had a very insignificant net loss for the year.

RPP-ANNAI (JV) Private Limited

RPP- Annai (JV) Private Limited has been incorporated on 10th July 2019 to execute a project in joint venture with Annai Infra Developers Limited. The entire paid up capital of this company is held in ratio of 51% and 49 % respectively between the company and joint venture partner.

The Company had operational revenues -- Crores during the year ended 31stMarch 2024 and had a very insignificant net loss for the year.

R.P.P Infra Projects Myanmar Ltd

RPP Infra Projects Myanmar Ltd is an associate of your Company and has been strike off.

14. Consolidation of Accounts

Y our Company has prepared Consolidated Financial Statements as per Ind AS prescribed under Section 129 read along with Section 133 and prescribed rules of Companies Act, 2013. The Consolidated Financial Statements reflect the financial position of the Company and Associates. As required by Regulation 34 of the SEBI (LODR) Regulations 2015, the Audited Consolidated Financial Statements together with the Independent Auditor's Report thereon are annexed and form part of this Annual Report.

15. Risk Management Policy

Risk management is an integral part of the business. risk management process, interalia, provides for a review of the risk assessment and mitigation procedures with timely reporting to the management and review of the identified the risks at periodic intervals to assess the progress of control measures.

The Audit committee of the Board also oversees and serves as Risk Management Committee. The Board has also constituted a Risk Management Team. The Committee had formulated a Risk Management policy that outlines the different kinds of risks and risk mitigating measures. The major risks are reviewed for the change in their nature and extent since the last assessment. It also provides control measures for risks and future action plans. Your Board is satisfied that there are adequate systems and procedures in place to identify, assess, monitor and manage risks. The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

The details about risk and its management is provided in details appropriately in the report. The Risk Management Team works and makes report to Audit Committee. The policy and terms of reference have been provided in Corporate Governance Report forming part of the Directors Report.

16. Directors and Key Managerial Personnel

D uring the financial year 2023-24, your Board had six directors and There is changes took place in composition of the Board during the year. Details including profile of Directors are provided in the Corporate Governance Report, which forms a part of the Board Report.

Half of the Board of the Company comprises of independent directors (ID) and the composition of the Board of Directors are in compliance with regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Obligations) Regulations 2015 and Section 149 of the Companies Act, 2013.

In terms of Section 152(6)(d)of the Companies Act, 2013, Mrs A Nithya (DIN 00125357) is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has recommended the re-appointment of Mrs. A Nithya (DIN 00125357) at the ensuing AGM.

Further, Mr. R Kalaimony would be appointed as independent director in ensuing AGM. The same has been duly approved by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee and is being recommended for approval by the Board.

The Director has recommended the Mr Subramanian Neelakantan as Independent Director but same was rejected in postal ballot passed on 26th July, 2023.

Dir ector has recommended Mr. Thangavel as independent director as on 21st july 2023 and shareholders have approved on 30th Sept 2023. Brief resume of the Director proposed to be re-appointed has been provided in the Notice convening the Annual General Meeting. Specific information about the nature of his expertise in specific functional areas and the names of the companies in which he held Directorship and membership/chairmanship of the Board Committees as per regulation 26(4) of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 have also been provided Mr. Shammi Prakash is appointed as Company Secretary cum compliance officer as on 30th March, 2023. And there are no change of Company Secretary during the year.

Significant and Material Orders Passed by the Regulators, Courts Or Tribunals

T here are no significant material orders passed by Regulators / Courts / Tribunals which impact the going concern status of the Company and its future operations.

17. Insurance

A ll insurable interest of the Company including, furniture and fixtures and other insurable interest are adequately insured.

18. Statement in Respect of adequacy of Internal Financial Control with Reference to the Financial Statements

Internal Controls

Arobust system of internal control, commensurate the size and nature of its business, forms an integral part of the Company's corporate governance policies. Internal Audit has been conducted by qualified external and internal auditors. Findings of the internal auditor are reviewed by the management and the report of internal auditor is placed before the Audit Committee and proper follow-up action are ensured wherever required. The Statutory Auditors have evaluated the system of internal controls of the Company and have reported that the same are adequate and commensurate with the size of the Company and nature of its business.

Internal Financial Controls

A s per Section 134(5) (e) of the Companies Act, 2013, Directors have an overall responsibility for ensuring that the Company has implemented robust systems and frameworks of internal financial controls.

These include those policies and procedures that: i. Pertain to the maintenance of records which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company ii. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures are being made only in accordance with authorizations of the management and the Directors of the Company and iii. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that can have a material effect on the financial statements.

This provides the Directors reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks to enable them to meet these responsibilities. The Company has devised appropriate systems and frameworks including proper delegation of authority, policies and procedures, effective IT systems aligned with business requirements, internal audit framework, risk management frameworks and whistle blower mechanism.

The Audit committee regularly reviews the internal control system to ensure that it remains effective and aligned with business requirements. Where weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls and are in turn reviewed at regular intervals.

The Company has developed a framework for designing and assessing effectiveness of internal controls over financial reporting and has already laid down entity-level policies and process-level standard operating procedures.

The entity-level policies comprise anti-fraud policies (code of conduct including conflict of interest, confidentiality and whistle blower policy) and other policies (organization structure, roles and responsibilities, insider trading policy, related party policy, prevention of sexual harassment policy, risk management policy, policy for materiality of information or events and policy for preservation of documents). The Company has also prepared standard operating Practices for each of its processes of revenue to receive, procure to pay, hire to retire, finance and accounts, fixed assets, treasury, inventory, operations and administrative expenses.

The management assessed the effectiveness of the internal financial controls over financial reporting as of 31st March 2024 and the Board believes that the controls are adequate.

19. Deposits

The Company has not accepted any deposits from members or the public in terms of Section 73 or Section 76 of the Companies Act, 2013.

20. Declaration by Independent Directors

The Independent Directors have submitted the declaration of independence, stating that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and SEBI LODR Regulations, 2015.

21. Receipt of any Commission by Managing Director/ Whole Time Director from the Company or Receipt of Commission/ Remuneration from Subsidiary

The Managing Director/Whole Time Director are not in receipt of any commission from the Company or any commission/remuneration from any of subsidiaries.

22. Independent Auditor

M/s KRSG Associates (FRN 007506S) was appointed as statutory auditor of the company for the period of 5 years from the upcoming 29th AGM to 34th AGM to be held in 2029 in place of retiring auditor Mr. Duraiswamy S N.

Mr KPGS & Associate (FRN 021112S) chartered accountant was appointed as internal auditor for the period first July 2024 to 31st March 2025.

23. Cost Auditor

As per the requirement of Section 148 of the Companies Act, 2013 the Board of Directors, on the recommendation of Audit Committee, has appointed Ms. Rajam Alwan, Cost Accountant, (Registration No. 45812) as Cost Auditor to audit the cost accounts of the Company for the financial year 2023-24.

Cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, are maintained by the Company. Cost Auditor has provided his report on the audit of cost records which has been duly filed with Registrar of Companies.

Ms. Rajam Alwan, Cost Accountants (Registration No. 45812) be and are hereby appointed as the Cost Auditors of the company to conduct audit of cost records made and maintained by the company for financial year commencing on 1st April 2024 and ending on 31st March 2025.

24. Secretarial Audit Report

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors has appointed Lakshmmi Subramanian & Associates, Practicing Company Secretaries firm, as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial year ended on 31stMarch 2024.

The Secretarial Audit report issued by M/s Lakshmmi Subramanian & Associates, Practicing Company Secretaries firm in Form MR-3 pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014, has been enclosed with this report as Annexure – 4. No qualifications has been made by the Secretarial Auditor, however, certain observation has been made, which is explained in sequence as provided in his report as below: a. The First observation is self- explanatory and do not require any explanation b. The Second observation is self- explanatory and do not require any explanation c. The Third observation is also self –explanatory. Board will take corrective step to prevent such one day delay of submission of Regulation 23(9) d. The fourth observation is also self-explanatory. Board decide to follow on time disclosure under Sebi (Shares Acquisition and shares Takeover) Regulations, 2011 e. The fifth observation is also self-explanatory. Board will take action to complete credit rating on time. f. The Sixth observation is also self-explanatory. Board will take corrective action to adopt policy as per SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015. g. The Seven observation is also self-explanatory. Board will take correction action and update the website as per SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015.

No qualifications has been made by the Secretarial Auditor, however, certain observation has been made, which has been self –explanatory and don't require any explanation. Board has discussed and assured to take action to remove such observations and also recommended to strictly comply the law.

25. Auditors' Report

The Statutory Auditor's Report for both standalone and consolidated financial statements of the Company is provided along with the financial statements.

There are no qualifications or reservation or remarks made by the Statutory Auditors in their Standalone Audit report that Auditor has not Audited the books of accounts of two branches and Thirteen jointly controlled operation included in the standalone financial results of the Company, whose results reflected total asset 175.85 crores as at 31st March, 2023 and total revenue of 557.67 crores and 8.86 crores net profit /(Loss) after tax and total comprehensive income of 13.72 crores for the year end March 31st 2024, respectively net cash flows amounting to 1.66 crores for the year ended. These branches and JV financial statement have been audited by other Auditor.

In Consolidated Audit Report, the financial figure included in consolidated financial statement of five subsidiaries one step down subsidiary have been audited by other auditor Further, the disclaimer made both in Standalone and Consolidated Financials are self-explanatory. Your Board would like to clarify that the accounts of both overseas subsidiaries Sri Lanka and Mauritius and branches in Sri Lanka and Bangladesh have been audited and auditors report does not contain any qualification/reservation. Due to some logistics problem, the same could not be provided to the Statutory Auditors at the time of audit and hence financials have been provided and audit has been done based on information but the auditor's report could not be provided to them at relevant time. Board has taken note of same.

26. Audit Committee

The Company has Audit Committee in compliance to the Section 177 of Companies Act, 2013 and SEBI (LODR) Regulations, 2013. The details about composition of the Audit Committee, its terms of reference, meetings, etc. have been provided in the Corporate Governance Report. There were no such incidences where the Board has not accepted the recommendations of the Audit committee during the year.

27. Corporate Social Responsibility (CSR)

TheCompanyhasCorporateSocialResponsibilityCommittee in compliance to the provisions of the Companies Act, 2013. The Committee has adopted policy for Corporate Social Responsibility. The Committee defines the parameters and observes them for the effective discharge of social responsibility of the Company.

28. Nomination & Remuneration Committee

The Company has constituted Nomination and Remuneration Committee in compliance to the Section 178 of Companies Act, 2013 and SEBI (LODR) Regulations, 2013. The Company strongly believes that its human resource has infinite potential and therefore, their development is the key to organizational effectiveness. We commit ourselves to integrate human resources with organizational growth and development for mutual benefit. The Nomination and Remuneration policy has been formulated in compliance to the requirement of Companies Act, 2013 and SEBI (LODR) Regulations, 2013.

The details about composition of the Committee, Nomination and Remuneration Policy and other terms and condition, including its terms of reference, have been provided in the Corporate Governance Report.

29. Performance Evaluation

Pursuant to provisions of the Companies Act, 2013, and SEBI (LODR) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, including Independent Directors, as well as the evaluation of the working of its Committees, i.e., Audit and Nomination & Remuneration committees. A structured format was prepared to rate after taking into consideration inputs received from Directors covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture and execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Independent Directors. The performance evaluation of Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors.

The mechanism for the evaluation of the Board is given in detail in the Corporate Governance report.

30. Human Resources

Your Company takes pride in the commitment, competence and dedication shown by its employees in all areas of its business. It considers people as its biggest assets. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership. Your Company facilitates proper induction and appropriate upgrade for the skills.

31. Disclosure on Establishment of a Vigil Mechanism

T he Board of Directors has adopted a Whistle Blower The policy aims for conducting the affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. Directors and all permanent employees of the Company are covered under the Whistle Blower Policy. A mechanism has been established for Directors/ Employees to report concerns about unethical behaviour, actual or suspected fraud or violation of code of conduct and ethics. It also provides for adequate safeguards against the victimization of Directors/ Employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. A copy of the Whistle Blower Policy is also hosted on the website of the Company.

32. S ecretarial Standard

T he company has complied with the Secretarial SS-1 and SS-2 issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings. Company also endeavour and ensure compliance of other secretarial standard.

33. Managerial Remuneration

Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been enclosed with this report as Annexure – 6.

34. Disclosure as per Listing Regulations

Disclosures pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 has been provided in Annexure – 7 apart from those which are provided/ covered in Corporate Governance.

35. Management Discussion and Analysis

A s per Regulation 34(3) and Schedule V of SEBI Regulation, 2015, a separate section on Management Discussion and Analysis report forms an internal part of Directors' Report as Annexure – 8.

36. Corporate Governance

A s per Schedule V of SEBI (LODR) Regulation, 2015, a

section on corporate governance practices followed by the Company, report on Corporate Governance together with a certificate confirming compliance and CEO/CFO Certificate by the Managing Director and Chief Financial Officer forms an integral part of this Directors' Report as Annexure – 9.

37. Application made or any proceeding . pending under the Insolvency and Bankruptcy Code, 2016

A s per the information of the Company as on date of report, no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

38. Companies (Auditor's Report) Order, 2020

T he report as provided is self- explanatory.

39. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

T he Company has adopted a policy on prevention of sexual harassment of women at workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has also created an Internal Complaints Committee headed by Mrs. A Nithya, Whole-time Director and Chief Financial Officer of the Company who directly reports to the Chairman & Managing Director. During the financial year ended 31st March 2024, the Company has not received any complaints pertaining to sexual harassment. A copy of the policy on Sexual harassment is also hosted on the website of the Company.

40. Directors responsibility statement

I n accordance with the provisions of Section 134(5) of Companies Act 2013, your directors confirm that: a) In the preparation of the annual accounts for the financial year ended 31st March 2023, 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 as at 31st March 2024 and of the profit /loss of the Company for that period; 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; and f) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

41. Transfer to Investor Education and Protection Fund

The Company transferred the dividend remaining unclaimed by the members of the company to Investor Education and Protection Fund. The detail pertaining to transfer has been provided in corporate governance report.

42. Acknowledgment

Your Directors take this opportunity to offer their sincere thanks to all stakeholders including the various departments of the central and state governments, government agencies, banks, financial institutions, shareholders, customers and employees who through their continued support and cooperation have helped in your Company's progress.

For and on behalf of the Board of Directors