Sadhana Nitro Chem Ltd

To

The Members of

SADHANA NITRO CHEM LIMITED

The Board of Directors hereby submits the report of the Business and operations of the Company for the Financial Year ended 31^st March, 2024. The Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

(Rs. In Lakhs)

2. REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY / KEY HIGHLIGHTS:

The total revenue of your company for the Financial Year ending 31^st March,2024 has been Rs. 19,286 Lakhs as compared to Rs.14, 757 Lakhs in the previous years, registering an increase of about 30.69%.

The EBIDTA from normal operation for 2023-24 was Rs.4829 Lakhs (P.Y. EBIDTA OF Rs.2441 Lakhs) registering an increase of about 97.83%

The company maintains a satisfactory order book position, and there have been no alterations in the nature of the company's business.

a) Right Issue of Shares:

During the year under review, the Company proposed to offer right issue of equity shares of face value of Re.1/each at such premium and in such ratio as may be decided hereafter to the eligible members subject to that aggregate amount of right issue not exceeding Rs.49.95/Crores. The proceeds of the right issue will be utilised for the object of financing the acquisition of a 126 acre plot of land is located at Village Humbarne, Taluka ,Patan, Dist Satara.

The draft letter of offer for the aforesaid right issue has been submitted to the Stock Exchanges for their in principal approval. The said draft letter of offer is submitted to SEBI for their information.

b) Increase in Authorised Share Capital

The Board at its meeting held on 02^nd December, 2023 approved increase in Authorised Share capital of the Company and consequential amendment in Memorandum of Association of the company which was further approved by the members of the Company through postal ballot from existing Authorised Share Capital of the Company of Rs. 30,00,00,000 (Rupees Thirty Crores Only) divided into 30,00,00,000 (Thirty Crores Only) equity shares of Re.1/each to Rs. 60,00,00,000 (Rupees Sixty Crores Only) divided into 60,00,00,000 (Sixty Crores Only) equity shares of Re.1/each.

c) Listing on National Stock Exchange of India Limited ("NSE")

We are delighted to announce that as of May 5th, 2023, your company's equity shares have been listed on the National Stock Exchange of India (NSE). This significant milestone will provide enhanced trading opportunities and improve liquidity for our valued shareholders.

d) Bonus Shares

Your director in its meeting held on 24th May, 2023, considering the reserves and surplus as on 31st March 2023 recommended issue of bonus shares which has been approved by shareholders on 25^th June, 2023 by way of postal ballot in the ratio of 2 (two) bonus shares for every 9 (nine) existing equity shares held on the record date by capitalisation of reserves pursuant to this 4,49,19,717 equity shares of face value of Re.1/each were issued and allotted to the eligible members on 6th July, 2023.

4. DIVIDEND:

Your Director are pleased to propose a 15% dividend (subject to tax on the expanded capital) on equity shares for the financial year 2023-24. This proposal is subject to the approval of shareholders at the upcoming 51^st Annual General Meeting.

Members registered as Beneficial Owners at the close of business hours of the Record Date will qualify for the dividend receipt. Upon approval by the Members, the dividend will be distributed within 30 days following the Annual General Meeting.

5. EXPANSION/ FUTURE PLANS:

ODB2

Over the past year, the company has successfully expanded its ODB2 facility, increasing its capacity from 550 TPA to 2200 TPA. This expansion has significantly enhanced our production capabilities, with 50% of the newly added capacity being regularly utilized and continuing to grow at a steady rate. This strategic enhancement has positioned us more competitively in the market, enabling us to offer competitive pricing and reinforcing our status as a leading global supplier of ODB2 to major paper manufacturers.

PAP

In addition, we have made significant strides in improving the quality of our Para-Amino Phenol (PAP) production. By eliminating impurities, we have not only enhanced the product quality but also increased the plant's capacity. Our facility has now transitioned to a fully continuous production process, covering both the synthesis of the product and the downstream separation, ensuring greater efficiency and output consistency.

Pharmaceuticals

Looking ahead, we anticipate significant growth in the pharmaceutical sector, particularly with the introduction of new products like Paracetamol. This initiative aligns with our strategic focus on diversifying our portfolio and strengthening our foothold in high-demand markets.

MAP and legacy products

Furthermore, our legacy products, such as m-Aminophenol, are finding new applications in advanced materials sciences. Through close collaboration with our customers, we are actively exploring and expanding these applications, fostering innovation and opening new avenues for growth.

Environment and Sustainability

As part of our commitment to sustainability, we are diligently working towards achieving zero discharge across all operations. Our internal target is to reach zero effluent discharge for all products, including legacy ones, by September 2025. This goal is supported by our substantial investments in renewable energy sources such as solar power and green hydrogen. Moreover, we are actively transitioning from conventional reduction technologies to those powered by green hydrogen, underscoring our dedication to environmentally responsible practices.

ERP Implementation

To further enhance operational efficiency and facilitate data-driven decision-making, the company has initiated the implementation of a comprehensive Enterprise Resource Planning (ERP) system. This ERP system will integrate all facets of our operations, from inventory management and procurement to production planning and financial management. The implementation is currently underway, with a dedicated team already in place to ensure a smooth transition and alignment with our strategic objectives. Once fully operational, the ERP system is expected to streamline processes, improve resource allocation, and reduce operational costs.

Plant Automation and loT Integration

In parallel with the ERP implementation, the company is actively exploring the use of Internet of Things (loT) technologies for enhanced plant monitoring and automation. By leveraging IoT, we aim to achieve real-time monitoring of equipment, predictive maintenance, and automated control systems, which will significantly improve operational efficiency and minimize downtime. The data generated from IoT-enabled devices will eventually be integrated with the ERP system, providing a seamless flow of information across the organization and further optimizing our manufacturing processes. To support these initiatives, we have expanded our team to focus on both ERP implementation and the exploration of IoT solutions.

6. EXPORTS:

As your company has grown more competitive globally, we have successfully established stable export relationships across various continents, including Belgium, Netherlands, Thailand, USA, UK, Switzerland, uAe, South Korea, Spain, Hong Kong, China, Japan, Canada, Taiwan, Czech Republic, Italy. This global exposure is a testament to company's robust quality and competitive pricing.

In the evolving global trade scenario, your company is wellpositioned to leverage these shifts and expands its footprint. The diversification in sourcing coupled with our unique value proposition through vertical integration sets us apart as we strive to be the supplier of choice.

While our local market is growing steadily Company's turnover is still focused on the export market. This year's export s being total of Rs. 7,170.44 Lakhs compared to last year's Rs.7968.63 Lakhs registering decline of about 10.015 %.

Exports constituted about 37.17% of the overall revenue from operation including other income. Company's Exports are well diversified in terms of product range as well as the Countries of Export.

7. OUTLOOK:

Your company rest on robust strong fundamentals. It is looking towards leveraging its unique product offering along with its competitive strengths towards a long-term diverse sales pipeline with sustainable cash flows for the foreseeable future. Your company is looking to utilize its cash flow towards expanding product lines, diversify into downward derivatives of existing products to create a maintainable longterm revenue pipeline and to further backward integrate to remove external dependencies. As the global markets are steadily opening up, we see a positive outlook in the demand.

8. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (The Act) and other applicable rules thereunder during the year under review. Hence, the requirement for furnishing details is not applicable.

9. PARTICU LARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable rules, Loans, guarantees and investments has been furnished in the Notes No. 37 to Audited financial statement.

10. UNPAID DIVIDEND & IEPF:

The Company is not required to transfer any amount to the Investor Education & Protection Fund (IEPF) and does not have unclaimed dividend which remains to be transferred to Unpaid Dividend Account during the year under review.

11. TRANSFER TO RESERVES:

The Board of Directors have not appropriated and transferred any amount to any Reserve and the Board has decided to retain the entire amount in profit and Loss account.

12. CONSOLIDATED FINANCIAL STATEMENTS:

As on 31^st March, 2024, the Company has one wholly owned Foreign Subsidiary viz. Anuchem B.V.B.A. Belgium Financial Statement of the said subsidiary is considered for the purpose of preparing Consolidated Financial Statements.

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India and form part of this Annual Report.

13. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Anuchem B.V.B.A continue to be engaged in their respective nature of business. The performance and financial position/salient features of the subsidiary for the year ended 31^stMarch, 2024 is given in Form AOC-I which is annexed hereto and marked as Annexure-I.

a) The particulars of contracts or arrangements with related parties:

Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm's length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. An abridged policy on related party transactions has been placed on the Company's website at https://www.sncl.com/policies.

Related Party Transactions are also placed on a quarterly basis before the Audit Committee and Board of Directors for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature.

Further, except the transaction referred in b) herein below the Company has not entered into any material transactions/contracts/arrangements referred to in Section 188(1) of (The Act) with related party(ies) as defined under Section 2(76) of (The Act) during the financial year under review.

b) Disclosure of Related Party Transaction with Person or Entity belonging to Promoter & Promoter Group:

The Company has entered into loan transaction of Rs. 1,548.55 Lakhs with Manekchand Panachand Trading Investment Co Private Limited, (Being Holding Company) an Entity belonging to Promoter or Promoter Group that holds 10% or more shareholding of the Company. Further company has availed loan of Rs. 5,305 Lakhs & 2,755 Lakhs from Mr. Asit D. Javeri, Executive Chairman & Mr. Abhishek A. Javeri, Managing Director respectively for which the requisite shareholders' approval through postal ballot is in process.

15. INSURANCE:

The assets of your Company are inadequately insured. Your Company has also taken out suitable cover for Public Liability.

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate Internal Control System commensurate with the size and nature of its business. The preparation designing and documentation of Policy on Internal Financial Control are in place and implemented which is reviewed periodically and modified suitably to ensure controls.

The internal audit is carried out by a separate firm of Chartered Accountants. The periodical audit reports, including significant audit observations and corrective actions there-on, are presented to the Chairman of the Audit Committee.

a) Declaration by Independent Directors:

All Independent Directors have given their declarations that they meet the criteria of independence as laid down under the Act and pursuant to the Companies (Appointment and Qualification of Directors) Rules,2014, the Independent Directors are registered with MCA Independent Director's Bank.

b) Board Evaluation:

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, considering the views of executive director.

The same was discussed in the Board meeting held subsequently to the meeting of the independent directors, at which the performance of the Board, its Committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

c) Remuneration Policy:

The Board of Directors has on recommendation of the Nomination & Remuneration Committee framed policy for selection and appointment of Directors, Senior Management and their remuneration which is stated in the Corporate Governance Report.

The Nomination and Remuneration Policy of company is being placed on website of company and same can be assessed at https://www.sncl.com/policies.

d) Number of Board Meetings:

The Meetings of the Board and its Committees are held at regular intervals to discuss, deliberate and decide on various business policies, strategies, governance, financial matters and other businesses.

The Board met 5 times during the financial year ended 31^st March, 2024 in accordance with the provisions of the Act, the details of which are given in the Corporate Governance Report.

The gap between two Board Meetings did not exceed 120 days as per Section 173 of the Act.

i) Appointment/Re-appointment

The members of the company at the Postal Ballot Meeting deemed to be held on 22^ndMarch, 2024 had approved the re-appointment of Shri. Asit D. Javeri as an Executive Chairman of the Company, Shri. Abhishek A. Javeri, Managing Director and Smt. Seema A. Javeri as an Executive Director (Administration) for the further period of 3 years w.e.f. 1^st May, 2024 on such remuneration and such other terms and conditions as mentioned in the Postal Ballot notice.

The members of the company at the Ongoing Postal Ballot Meeting proposed the appointment of Mr. Mukul SunilkumarMehra and Mr. Nayan Patel as Independent Directors of the Company w.e.f. 09^th September, 2024.

The Board of Directors in their meeting held on 08^th August, 2024 have approved the redesignation/continuation of Mr. Priyam Shantilal Javeri from Non-Executive Independent Director to Non-Executive Non-Independent Director from the end of his current term i.e. from 09^th September, 2024 subject to the approval of the Members in the ensuing Annual General Meeting.

ii) Resignation:

Mr. Amit M Mehta has resigned from the position of Independent Director of the company on 19^th October, 2023. Shri. Priyam S. Jhaveri & Shri. Pradeep N. Desai, Independent Directors are retiring on 10^th September, for their second term. The Company appreciates and take on record their valuable advice and contribution during their tenure.

iii) Retirement by Rotation:

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation. As per the provisions of Section 152 of the Companies Act, 2013, Mr. Abhishek A. Javeri, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board recommends his re-appointment and the agenda seeking the approval of Members is included in the Notice convening the 51^st Annual Meeting. The necessary resolution recommending his re-appointment forms part of the AGM Notice.

iv) Appointment criteria and qualifications and their remuneration:

The Nomination and Remuneration Committee ("NRC") identifies and ascertain the integrity, qualifications, expertise and experience of the person for appointment as Director, Key Managerial Person ("KMP") or Senior Management Personnel ("SMP") at Senior Management level and recommend the same to the Board for appointment.

v) Separate Meeting of Independent Directors:

In terms of requirements of Schedule IV of the Act, the Independent Directors of the Company met separately on 30^th January, 2024, inter alia to review the performance of NonIndependent Directors (including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of information between the Management and the Board.

18. LOANS FROM DIRECTORS

During the financial year under review, the Company has borrowed the following amount(s) from Directors and the respective director has given a declaration in writing to the Company to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others. Accordingly, the following amount(s) is /are excluded from the definition of Deposit as per Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014: -

(Rs. in Lakhs)

19. REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY:

During the financial year under review, the directors of the Company has not received remuneration / commission from the holding / subsidiary Company.

20. COMMITTEES OF BOARD OF DIRECTORS OF THE COMPANY:

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Act & Listing Regulations read with rules framed thereunder viz.

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders' Relationship Committee;

d. Corporate Social Responsibility Committee; and

e. Risk Management Committee

The Composition of all above Committees, number of Meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Committees were accepted by the Board. The same is annexed hereto and marked as Annexure-II.

21. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee was constituted pursuant to the provision of section 178 of the Act. The Committee has in accordance with the provisions of sub-section (3) of Section 178 of the Act formulated and uploaded on https://drive.google.com/file/d/1huXaAo6ZVCzwROcTZz6Dz7ZC1zh6cCcf/view, the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

22. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Corporate Social Responsibility Committee was constituted pursuant to the provisions of Section 135 of the Act. The composition of the committee is as follows:

The Annual Report on CSR Activities, as stipulated under the Act and the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 ("LODR") forms an integral part of this Report and the Company has initiated activities in accordance with the said Policy, the details of which have been prescribed in Annexure-III.

The CSR policy is available on the website of the Company at the link https://www.sncl.com/policies.

23. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Regulation 34(2) of the SEBI Listing Regulations, inter alia, provides that the Annual Report of the top 1000 listed entities based on market capitalization, should mandatorily include a Business Responsibility & Sustainability Report ("BRSR") from financial year 2023-24 onwards. The same is annexed hereto and marked as Annexure-IV, describing the initiatives taken by the Company from an environmental, social and governance perspective.

The BRSR for the financial year 2023-2024 has also been hosted on the Company's website.

24. INTERNAL COMPLAINT COMMITTEE FOR PREVENTION AND PROHIBITION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Internal Complaint Committee was constituted as per provision of the Act for prevention and prohibition of Sexual Harassment of woman at workplace which consists of following members:

(*) Resigned w.e.f from close of business hours on 15^th June, 2024.

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a Policy of Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the year under review no complaints were received by the Committee.

25. VIGIL MECHANISM / WHISTLE BLOWER AND RISK MANAGEMENT POLICY:

Pursuant to the provisions of Section 177 (9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of SEBI (LODR) Regulations 2015 the Company already has in place "Vigil Mechanism Policy" (Whistle Blower Policy) for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit

Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Company also adopted Risk Assessment Procedure. The details of the same are mentioned in the Corporate Governance Report.

a) Statutory Auditors of the Company and their observations on accounts for the year ended 31^st March, 2024:

M/s. Jayesh Dadia & Associates LLP, Chartered Accountants (Firm registration No: 121142W /W100122) retires on the conclusion of the 51^th Annual General Meeting to be held for the financial year 2024 and it is proposed to reappoint them for the period of 5 years .

The requisite resolution in this regard is proposed in the ensuing annual general meeting.

The Statutory Auditor's report does not contain any qualifications, reservations, adverse remarks or disclaimers.

b) Internal Auditors of the Company:

The Board of Directors in their meeting held on 17thMay, 2024re-appointed M/s Chandrashekhar Iyer& Co., Chartered Accountant as the Internal Auditor of the Company for the financial year 2023-24.

c) Cost Auditors of the Company:

The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s Vinay Mulay & Co., Cost Accountants (Reg No: M/8791) as the cost auditors of the Company for the year ending March 31,2024 subject to approval of members in the ensuring Annual General Meeting.

Further, as specified by the Central Government under sub-section (1) of section 148 of the Act the required accounts and records are made and maintained by the Company.

d) Secretarial Auditors of the Company:

The Board on the recommendation of the Audit Committee appointed M/s. Makarand M. Joshi & Co., Company Secretaries in Practice, Mumbai, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2023-24 and their report is annexed hereto and marked as Annexure V. Observations made by Secretarial Auditor as per said report along with explanation made by Board is given below:

The Board has also appointed M/s. MMJB & Associates LLP, Company Secretaries in Practice, Mumbai as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2024-25.

e) Reporting of frauds by statutory auditors:

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143 (12) of the Act read with Companies (Accounts) Rules, 2014.

f) Code for prevention of Insider Trading:

As per SEBI (Prohibition of Insider Trading Regulations),2015, your Company has adopted an amended Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate Relatives under the SEBI (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information and has been made available on the Company's website.

27. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulations 17 to 27 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the corporate governance report together with Auditor report on the compliance on the same is annexed hereto and marked as Annexure-II and the Management Discussion and Analysis report is annexed hereto and marked as Annexure -VI.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of The Companies (Accounts) Rules,2014, is annexed hereto and marked as Annexure-VII.

29. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) and 134 (3) (a) of the Act, 2013, the Annual Return for the financial year ended 31^st March 2023 will be uploaded on the website of the Company at www.sncl.com.

30. SECRETARIAL STANDARDS OF ICSI:

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS 1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

31. INDUSTRIAL RELATIONS:

The Company has been able to create a favourable work environment that motivates performance; customer focus and innovation in your company's strategies are based, inter alia, on process of continuous learning and improvement.

The Company continues to focus on extensive training and developmental activities and efficiency and quality improvement initiatives.

The productivity linked long term wage settlement with the workmen has been signed during the year.

32. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable Rules, is attached as Annexure-VIII. Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable Rules is provided in the Annexure forming part of this report.

33. SIGNIFICANT OR MATERIAL ORDERS PASSED AGAINST THE COMPANY:

Pursuant to the requirement of Section 134(3)(q) of the Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, it is confirmed that during FY 2021-22 there were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and your Company's operations in future.

34. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

There have been no other material changes and commitments affecting the financial position of your Company since the close of Financial Year i.e. 31^st March, 2024 and the date of this Report except those mentioned in this report.

35. LEGAL AND REGULATORY:

The Company ensures the compliance with laws and regulations is an essential part of your Company's business operations. We are subject to laws and regulations in diverse areas as product safety, product claims, trademarks, copyright, patents, competition, employee health and safety, the environment, corporate governance, listing and disclosure, employment and taxes.

Frequent changes in legal and regulatory regime and introduction of newer regulations with multiple authorities regulating same areas lead to complexity in compliance. We closely monitor and review our practices to ensure that we remain complaint with relevant laws and legal obligations.

36. SYSTEM AND INFORMATION:

Your Company's operations are increasingly dependent on IT systems and the management of information. Increasing digital interactions with customers, suppliers and consumers place even greater emphasis on the need for secure and reliable IT systems and infrastructure, and careful management of the information that is in our possession.

The cyber-attack threat of un-authorised access and misuse of sensitive information or disruption to operations continues to increase. To reduce the impact of external cyber-attacks impacting our business, we have firewalls and threat monitoring systems in place, complete with immediate response capabilities to mitigate identified threats. Our employees are trained to understand these requirements.

37. GENERAL DISCLOSURES:

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:

I. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

II. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

III. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

IV. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

38. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of (the Act), the Board of Directors of your Company, to the best of their knowledge and ability, confirm that:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

(b) The Director 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 your Company at the end of the Financial Year and of the profit of your Company for that period.

(c) The Director have taken proper and sufficient 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;

(d) The Director have prepared the Annual Accounts on a going concern basis;

(e) The Director have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively;

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

39. CAUTIONARY STATEMENT:

Statements in the Board's Report including Annexures there to describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply, input costs, availability, changes in government regulations, tax laws, Global geo-political situation, economic developments within and outside the country and other factors such as litigation and industrial relations.

40. ACKNOWLEGDEMENT:

The Board of Directors extends its deepest gratitude to all employees across various levels of our organisation whose hard work, dedication, and unwavering commitment have been the pillars of our success, and for that, we are profoundly thankful.

We would also like to express our sincere appreciation for the enduring cooperation and support we have received from our shareholders, investors, bankers, financial institutions, customers, and business partners. Their trust and encouragement have been invaluable in ourjourney.

Our heartfelt thanks also go out to all regulatory authorities and other stakeholders who have consistently provided guidance and support, contributing to our ongoing growth and success. We look forward to strengthening these relationships as we continue to navigate the path to progress together.