Sudarshan Chemical Industries Ltd

Your Directors are pleased to present the 73rd Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March, 2024.

The annexed Financial Statements comply in all material aspects with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("the Act"), the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act.

(Rs. in Lakhs)

2. (A) FINANCIALS:

Revenue from operations for the year ended 31st March, 2024 aggregated to C 214,142.9 lakhs as against C197,610.5 lakhs achieved during the previous year. Profit after tax from for the year ended 31st March, 2024 was C33,512.4 lakhs as against C3,141.0 lakhs earned during the previous year.

For the performance of Subsidiary Companies, please refer Annexure I.

On a Consolidated basis, your Company's Total Income for the year ended 31st March, 2024 stood at C255,586.3 lakhs, as compared to C230,652.2 lakhs for the year ended 31st March, 2023.

During the year under review, your Company has delivered a robust financial and operational performance on Revenue and EBITDA margins. Your Company went through a phase of subdued performance in the previous year but showed resilience to bounce back stronger. On a group level, highest ever quarterly EBITDA was registered above C100 Crores in the last quarter and an annual EBITDA above C300 Crores during the entire financial year.

This swift turnaround in business performance is result of our overall strategy on building the Company's core pillars towards LEAP to 3, which your Company was working for past few years.

(B) EXPORTS:

Your Company continues to focus on export markets. Initiatives are directed towards engaging with overseas markets with a view to testing and demonstrating international competitiveness and seeking profitable opportunities for growth. During the year under review, export revenue of pigment business has grown by 4%. Your Company continues to remain watchful towards international geographies considering ongoing geo-political issues.

(C) OPERATIONS:

Information on the operations of the Company and details on state of affairs of the Company are covered in the Management Discussion and Analysis Report.

(D) CAPACITY EXPANSION:

During the year, the Company continued its expansion plans and has incurred capex spend of C3,336 Lakhs during the year under review. This capital expenditure is primarily aimed at augmenting production capacities at Roha and Mahad facilities.

(E) HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES:

Shareholders are requested to refer Annexure II for highlights of performance of above mentioned companies and their contribution to the overall performance of the Company during the year under review. The Company has Wholly Owned Subsidiaries viz., RIECO Industries Limited, Sudarshan CSR Foundation, Sudarshan Europe B.V., Sudarshan Japan Limited and Step-Down Subsidiaries viz., Sudarshan North America Inc., Sudarshan Mexico S de R. L. de CV and Sudarshan (Shanghai) Trading Company Limited.

During the year under review, the Company entered into the agreement for sale of its entire investment held by the Company (in the form of Equity Shares) in Sudarshan (Shanghai) Trading Company Limited, Wholly Owned Subsidiary of the Company to

Sudarshan Europe B.V., another Wholly Owned Subsidiary of the Company on 22nd March, 2024.

As a result of this transaction, Sudarshan (Shanghai) Trading Company Limited has ceased to be a Wholly Owned Subsidiary and has become a Step - Down Subsidiary of the Company.

3. SALE OF FREEHOLD LAND AND SHIFTING OF REGISTERED OFFICE WITHIN THE LOCAL LIMITS

On 6th April, 2023, the Company completed the sale of Company's freehold, clear and marketable titled land admeasuring approximately 5.76 acres along with the structures standing thereon located at 162 Wellesley Road, Pune - 411 001, Maharashtra, India, for a total consideration of C356,00,00,000/- (Rupees Three Hundred and Fifty-Six Crores only). The buyer is a third-party buyer and not belonging to the Promoter or Promoter Group / Group Company(ies) and the transaction does not fall under the ambit of Related Party Transaction(s).

The Board of Directors also approved shifting of the Registered Office of the company from "162 Wellesley Road, Pune - 411 001, Maharashtra, India" to "7th Floor, Eleven West Panchshil, Survey No. 25, Near PAN Card Club Road, Baner, Pune - 411 045, Maharashtra, India", i.e. within the local limits of Pune City and within the same jurisdiction of office of the Registrar of Companies, Pune (Maharashtra), with effect from closing of business hours on 6th April, 2023.

Thereafter, during the year, as informed by the Postal Authority, the Board of Directors approved a change in the Pin Code of the Registered Office of the company from "411 045 to 411 069" effective 3rd November, 2023. Accordingly, the Registered Office address of the Company is "7th Floor, Eleven West Panchshil, Survey No. 25, Near PAN Card Club Road, Baner, Pune - 411 069, Maharashtra, India".

4. DIVIDEND:

The Board of Directors at its meeting held on 23rd May, 2023, had recommended a Final Dividend of C1.50/- (One Rupee and Fifty Paise only) per Equity Share of C2.00/- each (75%) for FY 2022-23, which was approved by the Shareholders at the 72nd Annual General Meeting held on 11th August, 2023. The said Final Dividend was paid to the eligible Shareholders within the statutory timelines.

During the year, the Board of Directors at its meeting held on 6th March, 2024 declared an Interim Dividend of C3.60/- (Three Rupees and Sixty Paise only) per Equity Share of C2.00/- each (180%), which was paid to the eligible Shareholders within the statutory timelines.

The Board of Directors at its meeting held on 17th May, 2024 recommended Final Dividend of C1.00/- (One Rupee only) per Equity Share of C2.00/- each (50%), which shall be paid subject to approval of Shareholders at the ensuing 73rd Annual General Meeting.

The Interim Dividend along with the recommended Final Dividend aggregates to a total Dividend of C4.60/- (Four Rupees and Sixty Paise only) per Equity Share of C2.00/- each (230%) for the Financial Year 2023-24. A proposal seeking Shareholders' approval to confirm Interim Dividend paid on Equity Shares during the Financial Year 2023-24 and to declare the Final Dividend for the Financial Year 2023-24 is forming part of the Notice of the 73rd Annual General Meeting. If approved by Shareholders, the Final Dividend shall be paid within the statutory timelines.

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

The dividend payout is in accordance with the Company's Dividend Distribution Policy which is provided as Annexure III to this Report, and is also available on the website of the Company https://www.sudarshan.com/ perch/resources/dividend-distribution-policy-1.pdf

5. (A) SHARE CAPITAL:

The paid-up Equity Share Capital as on 31st March, 2024 was C1,384.5 lakhs. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares.

(B) NON - CONVERTIBLE DEBENTURES:

The Board of Directors at its meeting held on 28th March, 2022, had accorded its approval for issue of unsecured non-convertible debentures on private placement basis upto C 200 Crores, in one or more tranches / series, subject to approval of Shareholders. Approval of Shareholders by way of Special Resolution through Postal Ballot was received on 13th May, 2022. The Finance Committee of the Board of Directors vide its resolution dated 18th July, 2022, approved allotment of 990 (Nine Hundred and Ninety only) Unsecured, Rated, Listed, Taxable, Redeemable Non-Convertible Debentures ("NCDs") with face value of C1,000,000/- each on private placement basis. The said NCDs are listed on the Wholesale Debt Market Segment of BSE Limited effective 21st July, 2022 (ISIN: INE659A08036; BSE Scrip Code: 974058).

6. TRANSFER TO RESERVE:

As permitted by the Companies Act, 2013, and Rules made thereunder, the Directors do not propose to transfer any amount to the General Reserve pertaining to FY 2023-24.

7. FIXED DEPOSITS:

During the year under review, the Company has not accepted any deposit from the public / members pursuant to Section 73 and Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time, and hence as on 31st March, 2024, there are no deposits outstanding, except as required statutorily and which have been unclaimed at the end of the year under review.

8. DIRECTOR'S RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the Companies Act, 2013, Directors of the Company, to the best of their knowledge and belief with respect to FY 2023-24, state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures;

ii. the Directors 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 financial year and of the profit and loss of the Company for that period;

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

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

9. CORPORATE GOVERNANCE:

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") a separate chapter titled 'Report on Corporate Governance' has been included in this Annual Report, along with the reports on the Management Discussion and Analysis and Shareholders' Information.

A certificate from a Practicing Company Secretary regarding compliance with the conditions of corporate governance is given separately in this Annual Report.

10. MANAGEMENT DISCUSSION AND ANALYSIS:

A Management Discussion and Analysis Report covering a wide range of issues relating to industry trends, Company

Performance, Business and Operations is given separately in the Annual Report.

11. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Regulation 34(2) of the SEBI Listing Regulations, 2015, as amended, inter alia, provides that the Annual Report of the top 1000 listed entities based on market capitalisation (calculated as on 31st March of every financial year), shall include a Business Responsibility and Sustainability Report ("BRSR").

Since the Company is fulfilling the above mentioned criteria, the Company has presented its BRSR for FY 2023-24, which forms part of this Annual Report.

12. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into with related parties during the financial year were in the ordinary course of business and at arm's length basis, which were approved by the Audit Committee. The Board has approved a policy for related party transactions which is available on the Company's website at http://www.sudarshan.com/perch/resources/ related-party-transaction-policy.pdf

The particulars of contracts or arrangements made with related parties pursuant to Section 188 is covered in Notes to the Financial Statements and material contracts / arrangements made with related parties is given in Form AOC-2 which is attached as Annexure IV to this report. None of the transactions with any of the related parties were in conflict with the interest of the Company. Attention of the members is drawn to the disclosure set out in Notes to Financial Statements forming part of the Annual Report.

The particulars of loans / advances / investments etc., required to be disclosed pursuant to Para A of Schedule V of the SEBI Listing Regulations, 2015, are furnished as a part of the Financial Statements.

The transaction(s) of the Company with any person or entity belonging to the promoter / promoters group which hold(s) 10% or more shareholding in the Company as required pursuant to Para A of Schedule V of the SEBI Listing Regulations, 2015 is disclosed separately in the Financial Statements of the Company.

13. AUDIT COMMITTEE:

Pursuant to the provisions of Section 177 of the Companies Act, 2013, and Rules made thereunder and Regulation 18 of the SEBI Listing Regulations, 2015, the Company has in place an Audit Committee.

As on 31st March, 2024, the composition of the Audit Committee is as under -

a) Mrs. S. A. Panse - (Non-Executive and Independent Director) Chairperson

b) Mr. D. N. Damania - (Non-Executive and Independent Director) Member

c) Mr. S. Padmanabhan - (Non-Executive and Independent Director) Member

d) Mr. S. K. Asher - (Non-Executive and Independent Director) Member

All recommendations made by the Audit Committee were deliberated and accepted by the Board during FY 2023-24.

14. CORPORATE SOCIAL RESPONSIBILITY:

The Company has in place a Corporate Social Responsibility ("CSR") Committee constituted as per the provisions of Section 135 of the Companies Act, 2013, and Rules made thereunder, details of which are mentioned in the Report on Corporate Governance forming part of this Annual Report.

The Company has been carrying out various CSR activities in the areas specified in terms of Section 135 read with Schedule VII of the Companies Act, 2013, and Rules made thereunder. The details of CSR activities undertaken by the Company are annexed herewith as Annexure V. The CSR Policy of the Company is available on the Company's website at http://www.sudarshan.com/perch/resources/ csr-policy.pdf

CSR Policy in brief:

The focus of the CSR activities is on women empowerment, environment, health, community development, and education etc., and the projects would be planned and implemented accordingly.

The Company shall spend at least 2% (two per cent) of the average net profits, calculated in accordance with the provisions of the Companies Act, 2013, and Rules made thereunder, made by it in the three immediately preceding financial years.

The Annual Report on CSR activities is annexed herewith as Annexure V.

15. RISK MANAGEMENT AND CONTROL:

The Company has put in place appropriate risk assessment and minimisation procedures, which are reviewed by the Risk Management Committee, Audit Committee and the Board. As per the requirements of SEBI Listing Regulations, 2015, a Risk Management Committee has been constituted with responsibility of preparation of Risk Management Plan, reviewing and monitoring the same on regular basis, to identify and review critical risks on regular basis, to report key changes in critical risks to the Board on an ongoing basis, to report critical risks to Audit Committee in detail on yearly basis and such other functions as may be prescribed by the Board. The Committee is supported by an

Enterprise Risk Management ("ERM") team which provides advice on various risks and the appropriate governance framework and ensures that risks are identified, measured and managed in accordance with the Company's policies and risk objectives. The Committee holds meetings periodically where the gap between two meetings does not exceed 180 days. The risks faced by the Company and their minimization procedures are assessed periodically.

According to Section 134(5)(e) of the Companies Act, 2013, and Rules made thereunder, the term Internal Financial Control ("IFC") means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company's internal financial control system also comprises due compliances with Company's policies and Standard Operating Procedures ("SOPs") and audit and compliance checks by the Statutory Auditors and the Internal Auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Auditors to the Audit Committee of the Board. To further strengthen the compliance processes, the Company has an internal compliance tool for assisting statutory compliances. This process is automated and generates alerts for proper and timely compliance.

Risk Management Policy is available on the Company's website at http://www.sudarshan.com/perch/resources/ risk-management-policy-2.pdf

Details of the Risk Management Committee are given in the Report on Corporate Governance.

16. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company's policy on appointment of Directors, including criteria for determining qualifications, positive attributes, independence of a Director is available on the website of the Company at https://www.sudarshan.com/ perch/resources/remuneration-policy.pdf. The policy on Remuneration and other matters provided in Section 178(3) of the Act, is available on https://www. sudarshan.com/ perch/resources/remuneration-policy.pdf.

During the year under review, the managerial remuneration paid to the Directors and Key Managerial Personnel was in terms of the provisions of The Companies Act, 2013 and

Rules made thereunder and SEBI Listing Regulations, 2015 and the terms of approval granted by the Shareholders for payment of Managerial Remuneration, as the case may be.

Pursuant to the provisions of Section 197, Schedule V and other applicable provisions of the Companies Act, 2013, and Rules made thereunder, as amended from time to time, approval of Shareholders was accorded at the 72nd Annual General Meeting held on 11th August, 2023 to pay Remuneration to Mr. Rajesh B. Rathi (DIN: 00018628), Managing Director as 'Minimum Remuneration' in case of no profits / inadequacy of profits for the Financial Year 2023-24 notwithstanding that the remuneration payable to Mr. Rajesh Rathi exceeds the limits prescribed under the provisions of the Section 197 read with Schedule V of the Companies Act, 2013 and Regulation 17(6)(e) of SEBI Listing Regulations, 2015.

Further, as per the provisions of Sections 196, 197, 198, Schedule V and other applicable provisions of the Companies Act, 2013, and Rules made thereunder, as amended from time to time, and Regulation 17(6)(e) of SEBI Listing Regulations, 2015, approval of the Shareholders by way of Special Resolution has been requested at the ensuing Annual General Meeting for payment of remuneration to Mr. Rajesh B. Rathi (DIN: 00018628), Managing Director, in excess of C5 Crores or 2.5% of the net profits of the Company, whichever is higher, during the remaining tenure of his appointment upto 31st May, 2028 which shall not exceed the limits specified in the applicable provisions of The Companies Act, 2013 and Rules made thereunder, read with Schedule V appended to the Act.

During the year under review:

a. Mr. A. Vij (DIN: 08140194) Wholetime Director, was liable to retire by rotation, and being eligible, had offered himself for the re-appointment at the 72nd Annual General Meeting held on 11th August, 2023. Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors, approval of Shareholders was accorded at the 72nd Annual General Meeting for re-appointment of Mr. A. Vij as a Director liable to retire by rotation.

b. Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors, Mr. Rajesh B. Rathi (DIN: 00018628) was re-appointed as a Managing Director for a period of 5 years effective 1st June, 2023 upto 31st May, 2028 at the 72nd Annual General Meeting held on 11th August, 2023 by way of a Special Resolution.

c. Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors, Mr. A. Vij (DIN: 08140194) was re-appointed as a

Wholetime Director for a period of 5 years effective 24th May, 2023 upto 23rd May, 2028 at the 72nd Annual General Meeting held on 11th August, 2023 by way of a Special Resolution.

d. Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors, Mr. N. T. Raisinghani (DIN: 00568298) was re-appointed as an Independent Director, not liable to retire by rotation, for a second term of 5 years effective 24th May, 2023 upto 23rd May, 2028 at the 72nd Annual General Meeting held on 11th August, 2023 by way of a Special Resolution.

e. Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors, Dr. Deepak Parikh (DIN: 06504537) was re-appointed as an Independent Director, not liable to retire by rotation, for a second term of 5 years effective 151 April, 2024 upto 31st March, 2029 at the 72nd Annual General Meeting held on 11th August, 2023 by way of a Special Resolution.

However, Dr. Deepak Parikh (DIN 06504537) resigned as an Independent Director with effect from close of business hours on 2nd February, 2024 due to his professional commitments and pre-occupation. He had confirmed that there were no material reasons for his resignation other than those mentioned above. Your Directors place on record their sincere appreciation for the valuable contribution made and guidance provided by Dr. Deepak Parikh during his tenure as Director of the Company.

As per the provisions of Section 152 of the Companies Act, 2013, and Rules made thereunder and as per the Articles of Association of the Company, and based on the recommendations of the Nomination and Remuneration Committee and Board Mr. P. R. Rathi (DIN: 00018577) Chairman, Non-Executive and Non-Independent Director of the Company retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking Shareholders' approval for his re-appointment forms part of Notice of the 73rd Annual General Meeting.

As per the provisions of Section 149, 152 of the Companies Act, 2013, and Rules made thereunder, read with Schedule IV of the Act, and as per Regulation 17 of SEBI Listing Regulations, 2015 and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 17th May, 2024, accorded its approval for the appointment of (i) Ms. Bhumika Batra (DIN: 03502004), (ii) Mrs. Anu Wakhlu (DIN: 00122052) and (iii) Mrs. Sudha Navandar (DIN: 02804964) as Independent Directors for a term of five years effective 2nd August, 2024 upto 1st August, 2029, subject to approval of Shareholders at the ensuing Annual General Meeting. The Company has received notices from Shareholders under Section 160 of the Act, signifying their candidature for appointment as Independent Directors. The Company has also obtained necessary declarations from Ms. Bhumika Batra, Mrs. Anu Wakhlu and Mrs. Sudha Navandar including their consent in writing to act as Directors, Declaration of Independence and intimation that they are not disqualified to act as Directors and they are not debarred from holding the office of a Director by virtue of any Securities and Exchange Board of India ("SEBI") order or any such other authority, and that they are not related to any Director(s) or Key Managerial Personnel(s) of the Company. A brief profile of Ms. Bhumika Batra, Mrs. Anu Wakhlu and Mrs. Sudha Navandar is attached separately as part of the Notice of the 73rd Annual General Meeting.

During the year under review, the Non-Executive Directors of the Company had no material pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company. The Board has made the recommendation for the above appointment(s) / re-appointment(s) of Directors based on the recommendation of the Nomination and Remuneration Committee ("NRC"). NRC has made its recommendation after ensuring that none of the Directors seeking appointment(s) / re-appointment(s) is debarred from holding the position of a Director by virtue of any Order from SEBI, The Ministry of Corporate Affairs ("MCA") or any other Regulatory Authority. The Board is of the opinion that the Independent Directors appointed / re-appointed / proposed to be appointed are of integrity and possess the requisite expertise and experience (including the proficiency). Details of the Directors seeking appointment(s) / re-appointment(s) including profile of such Directors, are given in the Notice convening the 73rd Annual General Meeting of the Company.

KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 203 of the Companies Act, 2013, and Rules made thereunder, following are the Key Managerial Personnel of the Company for the year ended 31st March, 2024:

a. Mr. R. B. Rathi, Managing Director

b. Mr. A. Vij, Wholetime Director

c. Mr. Nilkanth Natu, Chief Financial Officer

d. Mr. Mandar Velankar, General Counsel and Company Secretary

DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015.

The Independent Directors have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. There has been no change in the circumstances affecting their status of Independent Directors of the Company.

The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and qualification of Directors) Rules, 2014, as amended from time to time, with respect to their name appearing in the data bank of Independent Directors maintained by 'The Indian Institute of Corporate Affairs, Manesar' ("IICA") and that they are exempt / have cleared the Online Proficiency Assessment Test, as applicable.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors forms part of the Report on Corporate Governance.

Annual Evaluation of Board of Directors, its Committees and Individual Directors:

The Board of Directors upon recommendation of the Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Board of the Company, its Committees and the individual Board members, including Independent Directors, and accordingly, an annual evaluation of the performance of the Board, Committees and individual Directors has been carried out pursuant to the provisions of the Act and SEBI Listing Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017.

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

The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At a separate Board Meeting, 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. The Directors were satisfied with the evaluation results, which reflected the overall commitment and sense of duty. The Board has also adopted a Board Diversity Policy. The policies of Board diversity and performance evaluation of Directors of the Company can be accessed from the Company's website at https://www.sudarshan.com/perch/resources/ remuneration-policy.pdf

18. EMPLOYEE STOCK OPTION:

"Sudarshan Employee Stock Option Plan 2018 ("Sudarshan ESOP Plan 2018 / Plan")" and "Sudarshan Employee Stock Option Scheme 2018 ("Sudarshan ESOP Scheme 2018 / Scheme")" were approved based on the approvals accorded by the Nomination and Remuneration Committee and Board of Directors dated 27th June, 2018 and approval accorded by the Shareholders at the 67th Annual General Meeting held on 9th August, 2018. The Plan and Scheme were introduced pursuant to provisions of SEBI (Share Based Employee Benefits) Regulations, 2014.

In 2021, SEBI introduced new Regulations viz. SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, for regulating the ESOP Schemes. Therefore, a proposal seeking consent of Shareholders at the ensuing Annual General Meeting for making consequential amendments / changes for implementation of Sudarshan ESOP Plan 2018 in terms of the aforesaid SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, forms part of the Notice convening the 73rd Annual General Meeting.

During the year under review, the Nomination and Remuneration Committee did not approve any options / Stock Appreciation Rights ("SARs") to eligible employees.

Disclosures pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are given in the Notes to Accounts section of this Annual Report.

19. INDUSTRIAL RELATIONS:

Industrial relations continue to remain cordial at Roha and Mahad plants and at R & D Laboratory situated at Ambadvet (Sutarwadi), Dist. Pune. The Board of Directors records its appreciation of the commitment and support of employees at all levels.

20. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company believes that a Board, which is well informed / familiarised with the Company and its affairs, can contribute significantly and effectively discharge its role of trusteeship in a manner that fulfills stakeholders' aspirations and societal expectations. In pursuit of this, the Directors of the Company are updated on changes / developments in the domestic / global corporate and industry scenario including those pertaining to statutes / legislations and economic environment and on matters affecting the Company. The details of the programmes are placed on http://www.sudarshan.com/perch/resources/ familiarisation-of-independent-directors.pdf

21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Pursuant to the provisions of 'The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013', the Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the said Act. During the year under review, no complaint was received by the Internal Complaints Committee of the Company. To build awareness amongst its employees, the Company has been conducting induction/training programmes in the organisation on a continuous basis.

The Company has the Policy on Prevention of Sexual Harassment at Workplace which is available on the website of the Company at http://www.sudarshan.com/perch/ resources/policy-on-prevention-of-sexual-harassment- at-workplace.pdf

Pursuant to the provisions of 'The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013', Annual Report for Calendar Year 2023 was submitted for all locations of the Company within the statutory timelines.

22. AUDITORS AND AUDITORS' REPORT:

Pursuant to the provisions of Section 139, 142 of the Companies Act, 2013, and Rules made thereunder M/s. S R B C & CO LLP (Firm Registration No.: 324982E/E300003), Chartered Accountants, Pune, were appointed as Statutory Auditors of the Company for a term of 5 (Five) years i.e. from the conclusion of 71st Annual General Meeting upto the conclusion of the 76th Annual General Meeting to be held in year 2027.

The notes on the Audited Financial Statements referred to in the Auditor's Report are self-explanatory and hence do not call for any further comments. The Auditor's Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

23. COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the cost audit record maintained by the Company is required to be audited. Based on the recommendation of the Audit Committee, the Board has appointed Mrs. Ashwini Kedar Joshi (Sole Proprietor), Cost Accountant, Pune (Registration No.: 102387) for conducting the cost audit of the Company for FY 2024-25.

Mrs. Joshi has confirmed that her appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013, and Rules made thereunder, and has also certified that she is free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be ratified by the Shareholders of the Company. Accordingly, resolution seeking Shareholders' ratification for remuneration to be paid to Cost Auditor is included in the Notice convening the 73rd Annual General Meeting.

Further, the Board hereby confirms that the maintenance of cost records specified by the Central Government as per Section 148(1) of the Companies Act, 2013, and Rules made thereunder, is required and accordingly, such accounts / records have been made and maintained.

The Cost Auditors' Report for the Financial Year 2022-23 did not contain any qualifications, reservations, adverse remarks or disclaimers.

24. SECRETARIAL AUDIT AND SECRETARIAL STANDARDS:

Mr. Jayavant Bhave, Proprietor J. B. Bhave & Co. Company Secretaries, (FCS No. 4266, C. P. No. 3068) Pune, was appointed as the Secretarial Auditor of the Company for the Financial Year 2023-24 as per Section 204 of the Companies Act, 2013, and Rules made thereunder. The Secretarial Audit Report submitted in the prescribed form MR - 3 is attached as Annexure VI and forms part of this report.

The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

The Company is compliant with the Secretarial Standard on Meetings of the Board of Directors ("SS-1") and Secretarial Standard on General Meetings ("SS-2"), issued by 'The Institute of Company Secretaries of India' ("ICSI").

25. INTERNAL AUDITORS:

PricewaterhouseCoopers Pvt. Ltd., Chartered Accountants, Pune, were appointed as Internal Auditors of the Company for the Financial Year 2023-24.

As prescribed under Section 138 of the Companies Act, 2013, and Rules made thereunder, PricewaterhouseCoopers Pvt. Ltd. carried out the Internal Audit of the Company.

The Internal Audit was completed as per the scope defined by the Audit Committee from time to time.

26. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013, and Rules made thereunder.

27. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

Your Company has clearly laid down policies, guidelines and procedures that form part of internal control systems, which provide for checks and balances. The Company has maintained a proper and adequate system of internal controls. The system is designed to provide a reasonable degree of assurance regarding the effectiveness and efficiency of operations, the reliability of financial controls and compliance with applicable laws and regulations. The organisation is well structured and the policy guidelines are well documented with pre-defined authority where monetary decision is involved. Structured management information and reporting systems together with an exhaustive budgetary control process for all major operational activities form part of the overall control mechanism to ensure that requisite information related to all operations are reported and are available for control and review. The Company has established a well laid out policy to maintain the highest standards of environment, safety and health while maintaining operational integrity. This policy is strictly adhered to at all locations of the Company. The Company's internal control systems commensurate with the nature and size of its business operations. The Audit Committee of the Board of Directors regularly reviews the adequacy of internal control system.

The Company, with a view to encourage independent approach, has appointed a team of qualified professionals in the form of Internal Auditors duly supported by the Finance Department who conduct operational and system audits in accordance with an audit plan approved by the Audit Committee. Internal Auditors as part of their assignment, evaluate and assess the adequacy and effectiveness of internal control measures and the compliance with policies, plans and statutory requirements. The internal audit reports are reviewed at Audit Committee Meetings and appropriate action on the recommendations is initiated by the Management.

28. RESEARCH AND DEVELOPMENT:

The Company recognizes the need to have well equipped Research & Development ("R&D") facilities to meet customer requirements and developing cutting edge products. As a natural corollary, your Company continues to invest in a comprehensive R&D Programme leveraging its world-class infrastructure, benchmarked processes, state-of-the-art technology and a business focused R&D strategy.

The Company has spent C3,010 Lakhs during the year under review on R&D. Company's in-house R&D facilities are recognised by The Ministry of Science and Technology, New Delhi, on behalf of The Government of India.

Details related to Research and Development are mentioned in Annexure I to this Report.

Details of Expenditure incurred on Research and Development are as follows:

(Rs. In crores)

Board and its Committees:

The details of the Board and its Committees are given in the Report on Corporate Governance.

Meetings of the Board:

During the Financial Year 2023-24, 8 (Eight) Board Meetings were held, details of which are given in the Report on Corporate Governance, which is a part of this Annual Report.

The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013 and Rules made thereunder.

Material changes and commitments if any, affecting the financial position of the Company:

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this report.

Annual Accounts of Subsidiary Companies:

A copy of the Audited Financial Statements for each of the Subsidiary Companies for the year ended 31st March, 2024, wherever applicable, will be made available to the members of the Company seeking such information at any point of time and will also be available for inspection at the Registered Office of the Company during working hours till the date of the 73rd Annual General Meeting. The same shall also be placed on the website at www.sudarshan.com. The salient features of Financial Statements of Subsidiary Companies is given in Annexure II of this report.

Sudarshan Europe B.V. is the Material Subsidiary of the Company for the year ended 31st March, 2024. The Company has complied with all the legal requirements in respect of the Material Subsidiary.

In conformity with the provisions of the SEBI Listing Regulations, 2015, the Board has formulated a policy for determining "Material Subsidiaries". The Policy can be accessed from the Company's website at http:// www.sudarshan.com/perch/resources/material-subsidiary- policy.pdf

There has been no material change in the nature of the business of Subsidiaries.

Consolidated Financial Statements:

Your Company's Board of Directors is responsible for the preparation of the Consolidated Financial Statements of your Company and its Subsidiaries ("the Group"), in terms of the requirements of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets and for preventing and detecting frauds and other irregularities, the selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent, and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Consolidated Financial Statements by the Directors of your Company, as aforesaid. The Consolidated Financial Statements of the Company and its subsidiaries is provided separately and forms part of the Annual Report.

Reporting on Audit Trail Feature

In terms of requirements prescribed by proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, for the Financial Year commencing on or after the 1st day of April, 2023, every company that uses accounting software for maintaining its books of account should ensure that the accounting software used has an audit trail feature that cannot be disabled.

Your Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that audit trail feature is not enabled for changes, if any, made using certain administrative access rights to the application and underlying database, as described in note 58 to the financial statements. These administrative rights were restricted to limited users. Further, these administrative access rights at the application level have been revoked and audit trail feature at database is enabled subsequent to the year end. Further, no instance of audit trail feature being tampered with was noted in respect of such accounting software where the audit trail has been enabled.

Vigil Mechanism / Whistle Blower Policy:

Your Company's Whistle Blower Policy encourages Directors and employees and business associates to bring to the Company's attention, instances of unethical behavior, actual or suspected incidents of fraud or violation of the Code of Conduct that could adversely impact your Company's operations, business performance and / or reputation. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. It is your Company's Policy to ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company. The practice of the Whistle Blower Policy is overseen by the Audit Committee and no employee has been denied access to the Committee.

During the year under review, no complaint was received from a whistleblower.

The vigil mechanism / whistle blower policy is available on the Company's website at http:// www.sudarshan. com/perch/resources/whistle-blower-vigil-mechanism- policy.pdf

Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, and Rules made thereunder, the Annual Return of the Company in Form MGT-7 for the year under review is available on the website of the Company at www.sudarshan.com

Particulars of loans, guarantees or investments under Section 186:

Information regarding loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, has been disclosed in the Audited Financial Statements.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this Report vide Annexure I.

Particulars of Employees and Related Parties:

The information required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, has been provided as Annexure I and VII.

Disclosure pursuant to Section 197(14) of the Companies Act, 2013, and Rules made thereunder:

The Managing Director and Wholetime Director of the Company are not in receipt of any remuneration and / or commission from any Holding / Subsidiary Company, as the case may be.

Significant and Material Orders passed by the Regulators and Courts:

There are no significant material orders passed by regulators or courts which would impact the going concern status of the Company and its future operations.

Restriction on purchase by Company or giving of Loans by it for purchase of its Shares:

Pursuant to the provisions of Section 67(3)(c) of the Companies Act, 2013, and Rules made thereunder, the Company has not given any loan exceeding the limit mentioned therein, to persons in the employment of the Company other than its Directors or Key Managerial Personnel, for purchase or subscribe shares of the Company.

Statement of Deviation(s) and Variation(s):

During the Financial Year 2022-23, the Company allotted 990 Rated, Listed, Taxable, Unsecured, Redeemable Non - Convertible Debentures ("NCDs") on 18th July, 2022, on private placement basis. The said NCDs are listed on the Wholesale Debt Market Segment of BSE Limited effective 21st July, 2022. During the year under review, there is no deviation / variation in use of debt issue proceeds. The Company has made necessary disclosures to the Stock Exchanges, Debenture Trustees, within statutory timelines, as per the provisions of SEBI Listing Regulations, 2015, and any other Rules & regulations as may be applicable confirming no deviation / variation in use of debt issue proceeds.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, during the year along with their status as at the end of the Financial Year: Nil, hence not applicable.

Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

Nil, hence not applicable.

30. RECOGNITION:

Details of the awards received during the year under review are disclosed separately in this Annual Report.

31. APPRECIATION:

The Directors thank the Company's employees, customers, vendors, investors and business partners for their continuous support.

The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.

Your Directors place on record their gratitude to Bank of Maharashtra, State Bank of India, ICICI Bank Limited, HDFC Bank Limited, The Hongkong and Shanghai Banking Corporation Limited, Citi Bank N.A., Axis Bank Limited and The Federal Bank Limited for their co-operation and assistance.

The Directors appreciate and value the contribution made by every member of the Sudarshan family.