Time Technoplast Ltd

To the Members of Time Technoplast Limited

Your Directors have pleasure in presenting their Thirty Fourth Annual Report together with Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS

(Rs in Mn.)

PERFORMANCE OF THE COMPANY Consolidated

Net Revenue from operations for the consolidated entity stood at ' 49,925.01 Mn., as against ' 42,894.42 Mn. in the previous year, (growth of 16.39 %). However, the Net Profit stood at ' 3,158.90 Mn. as compared to the previous year ' 2,237.67 Mn.

Standalone

Net Revenue from operations for the standalone entity stood at ' 26,330.43 Mn., as against ' 22,425.04 Mn. in the previous year, (growth of 17.42%). However, the Net Profit stood at ' 1,595.00 Mn. as compared to the previous year ' 1,112.19 Mn.

Detailed information on the operations of the different business segments of the Company are covered in the Management Discussion and Analysis Report, which forms part of the Annual Report.

DIVIDEND

Your Directors at their meeting held on May 23, 2024 have recommended payment of final dividend of ' 2/- per equity share (previous year ' 1.25 per equity share) face value of ' 1/- each for the financial year ended March 31, 2024, considering the business and cash requirements of the Company. The dividend is subject to approval of members at the ensuing Annual General Meeting (AGM) of the Company.

The dividend, if approved by the Members at the AGM scheduled on September 27, 2024, will result in cash outflow of ' 453.86 Mn (previous year ' 282.68 Mn).

The dividend payment is based on the parameters outlined in the Dividend Distribution Policy of the Company which is in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'). The said Policy is hosted on the website of the Company www.timetechnoplast.com/pdf/shareholder- centre/policies/TTL-Dividend-Distribution Policy.pdf.

TRANSFER TO GENERAL RESERVES

During the year, the Company has not transferred any amount to General Reserves.

CHANGES IN SHARE CAPITAL

During the year under review, 7,82,316 equity shares of ' 1/- each of the Company were allotted on exercise of the vested stock options by the eligible employees under 'Time Technoplast Limited - Employee Stock Option Plan 2017' ('ESOP 2017').

Accordingly, the paid-up equity share capital of the Company increased from ' 22,61,46,750 as at March 31, 2023 to ' 22,69,29,066 as at March 31, 2024.

The equity shares of the Company continue to remain listed on BSE Limited and National Stock Exchange of India Limited (collectively "Stock Exchanges"). The listing fees for the financial year 2024-2025 have been paid to the Stock Exchanges.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31^st March, 2024, the Company has below mentioned subsidiaries and associate Companies:

The Company does not have any material subsidiary.

In line with the requirements of Regulation 16(1)(c) of the SEBI Listing Regulations, the Company has a policy on identification of material subsidiaries, which is available on the Company's website at https://www.timetechnoplast.com/pdf/shareholder- centre/policies/policy-for-determining-material subsidiaries.pdf.

FINANCIAL PERFORMANCE

A separate statement containing the salient features of financial statements of subsidiaries, associates, joint venture companies of the Company in the prescribed Form AOC-1 forms a part of Consolidated Financial Statements ("CFS") in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with Rules.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements pursuant to Section 129(3) of the Act prepared in accordance with the Accounting Standards prescribed by the ICAI, forms part of this Integrated Annual Report.

Pursuant to Section 136 of the Companies Act, 2013 the Audited Financial Statements, including the consolidated financial statements & related information of the Company & Audited Accounts of its Subsidiary Companies are available on the website www.timetechnoplast.com. These documents will also be available for inspection during business hours at the Corporate Office of the Company on all the working days upto the date of the Annual General Meeting (AGM). Any member desirous of obtaining a copy of the said financial statement may write to the Company Secretary at the Corporate Office of the company.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions which is also available on the Company's website at www.timetechnoplast.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties.

TIME TECHNOPLAST LIMITED

All related party transactions are placed before the Audit Committee for review and approval. Pursuant to the provisions of the Act and SEBI Listing Regulations with respect to omnibus approval, prior omnibus approval is obtained for related party transactions on a yearly basis for transactions which are of repetitive nature and entered in the ordinary course of business and are at arm's length. Transactions entered into pursuant to omnibus approval are verified and a statement giving details of all related party transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

All transactions entered with related parties for the year under review were in ordinary course of business and at arm's length basis. No Material related party transactions, i.e. transactions exceeding ' 1,000 Crores or 10 per cent of the annual consolidated turnover as per the last audited financial statement, were entered during the year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable.

Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

All related party transactions are mentioned in the notes to the accounts.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Board of Directors of the Company provide entrepreneurial leadership and plays a crucial role in providing strategic supervision, overseeing the management performance, and long-term success of the Company while ensuring sustainable shareholder value. Driven by its guiding principles of Corporate Governance, the Board's actions endeavor to work in the best interest of the Company. The Directors hold a fiduciary position, exercises independent judgment, and plays a vital role in the oversight of the Company's affairs. Our Board represents a tapestry of complementary skills, attributes, perspectives and includes individuals with financial experience and a diverse background.

Appointments

The Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, has made several key appointments of Directors and recommends to the members for their approval:-

• Mr. Pradip Kumar Das (DIN: 06593113) has been appointed as an Additional Director in the capacity of an Independent Director for a term of five years, starting from May 23, 2024 to May 22, 2029. His appointment as an Independent Director was ratified by the members through Postal Ballot on July 06, 2024.

• Mr. Deepak Bakhshi (DIN: 07344217) has been appointed as an Additional Director in the capacity of an Independent Director for a term of five years, commencing from August 12, 2024 to August 11, 2029. This appointment is subject to the approval of the members at the ensuing Annual General Meeting (AGM).

• The Board recommended appointment of Mr. Sanjaya Kulkarni (DIN: 00102575) and Mr. M. K. Wadhwa (DIN: 00064148) as

Non-Executive Non-Independent Directors on the Board of the Company, liable to retire by rotation, to the members at the ensuing AGM.

Detailed profiles of these directors are included separately in the Notice of the AGM.

Mr. Naveen Kumar Jain (DIN: 00183948), Director retire by rotation and being eligible, has offered himself for re-appointment at the 34^th AGM.

The Board recommends re-appointment of Mr. Naveen Kumar Jain for the approval of the Members of the Company at the ensuing AGM. The relevant details including profile of Mr. Naveen Kumar Jain is included separately in the Notice of AGM.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 4 (four) times during the year under review on 29^th May, 2023, 10^th August, 2023, 10^th November, 2023 and 12^th February, 2024. The dates, attendance of the Directors and other details of the meetings are provided in the Corporate Governance Report. The gap between two board meetings was within the time prescribed under the Act and the SEBI Listing Regulations.

BOARD COMMITTEES

In terms of the requirements of the SEBI Listing Regulations, the Board has constituted Audit Committee, Stakeholders' Relationship Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee, Committee of Directors and Compensation Committee. Details of each of these committees outlining their composition, terms of reference and meetings held during FY 2023-24, are outlined in the Corporate Governance Report forming part of this Report.

During FY 2023-24, recommendations made by the Committees to the Board of Directors were accepted by the Board, after due deliberations.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Policy ('NRC Policy') is in place laying down the role of Nomination and Remuneration Committee (NRC), criteria of appointment, qualifications, term/tenure etc. of Executive Directors & Independent Directors, annual performance evaluation, remuneration of Executive Directors, Non-Executive/Independent Directors, Key Managerial Personnel & Senior Management and criteria to determine qualifications, positive attributes & independence of Director.

The N RC policy is available on the Company's website at www.timetechnoplast.com

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration of independence from all the Independent Directors as stipulated under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, confirming that they meet the criteria of independence, which has been duly assessed by the Board as part of their annual performance evaluation. Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, Independent Directors have also confirmed that they are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Independent Directors have confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

ANNUAL PERFORMANCE EVALUATION OF BOARD OF DIRECTORS

The annual evaluation of the performance of the Board for FY 2023-24 was carried out with due compliance of the provisions of the Act and Regulation 17(10) of the SEBI Listing Regulations. The evaluation of the Board, Board Committees, Chairman and Individual Directors was carried out through questionnaire in line with the Guidance Note on Board Evaluation issued by SEBI. The evaluation also covered specific criteria and the grounds on which all Directors in their individual capacity were evaluated including fulfillment of the independence criteria for Independent Directors as laid in the Companies Act, 2013 and the SEBI Listing Regulations.

The evaluation of the performance of the Board, its Committees, Chairman & Directors and suggestion emanating out of the performance evaluation exercise were reviewed by the Independent Directors at their separate meeting held on 12^th February, 2024. The Board evaluation outcome showcasing the strengths of the Board and areas of improvement in the processes and related issues for enhancing Board effectiveness were discussed by the Board. Overall, the Board expressed its satisfaction on the performance evaluation process as well as performance of all Directors, Committees and Board as a whole.

The evaluation indicates that the Board of Directors has an optimal mix of skills/expertise to function effectively. The mapping of board skills/expertise vis-a-vis individual Directors is outlined in Corporate Governance Report.

DISCLOSURE OF REMUNERATION

The information under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure - A to this Report.

CREDIT RATING

During the year, the Company has been rated by CRISIL, credit rating agencies for its banking facilities. The rating agency has issued long term issuer rating with AA-/Stable and short-term facilities with A1+. These ratings reflect your Company's continued credit profile, liquidity position, strong corporate governance practices, liquid flexibility and financial policies.

A. STATUTORY AUDITORS

The Company's current Statutory Auditors, M/s. Shah & Taparia, Chartered Accountants, Mumbai (Firm Registration No. 109463W) and M/s. Shah Khandelwal Jain & Associates, Chartered Accountants, Pune (Firm Registration No. 142740W), were re-appointed as Joint Statutory Auditors during the 32^nd Annual General Meeting (AGM) for a term of two years, extending from the conclusion of the 32^nd AGM to the conclusion of the 34^th AGM. Having completed two terms as the Company's Statutory Auditors, they are now subject to the rotation requirements mandated under the Act. Consequently, the Company proposes the appointment of M/s. Khandelwal Jain & Co., Chartered Accountants, Mumbai (Firm Registration No. 105049W), and M/s. K P M R & Co., Chartered Accountants, Mumbai (Firm Registration No. 104497W), as Joint Statutory Auditors for a first term of five (5) years. Their tenure would commence from the conclusion of the ensuing 34^th AGM and continue until the conclusion of the 39^th AG M to be held in the year 2029.

An item regarding the appointment of M/s. Khandelwal Jain & Co. and M/s. K P M R & Co. as Joint Statutory Auditors will be presented for Members' approval at the ensuing AGM.

Detailed information about this proposed appointment is included in the AGM Notice. The Board recommends the appointment of Joint Statutory Auditors to the Members at the ensuing Annual General Meeting,

The Notes on the Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. There are no qualifications, reservations or adverse remarks in the Report of the Statutory Auditors for the financial year ended March 31, 2024. During the year under review, the Auditor has not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

B. COST AUDITOR

Pursuant to the provisions of Section 148 of the Act read with the Rules framed thereunder, the cost audit records maintained by the Company in respect of its manufacturing activities are required to be audited. M/s. Darshan Vora & Co., Cost Accountants carried out the cost audit for applicable businesses during the year.

Based on the recommendation of the Audit Committee, the Board of Directors have appointed M/s. Darshan Vora & Co., Cost Accountants as Cost Auditors for the financial year 2024-25. The Company has received a certificate from M/s. Darshan Vora & Co., confirming that they are not disqualified from being appointed as the Cost Auditors of the Company.

The remuneration payable to the Cost Auditors is required to be placed before the members in the general meeting for their ratification. Accordingly, a resolution seeking members' ratification for the remuneration payable to M/s. Darshan Vora & Co., Cost Accountants, is included at Item No. 5 of the Notice of the ensuing AGM.

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and accordingly, such accounts and records are maintained.

C. SECRETARIAL AUDITOR

The Secretarial Audit Report issued by M/s. Arun Dash & Associates, Practicing Company Secretaries for the financial year ended March 31, 2024, in form MR-3 is annexed as Annexure - B to this Report. The Secretarial Auditor's Report to the members does not contain any qualification or reservation which has any material adverse effect on the functioning of the Company.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with SEBI Circulars issued in this regard, the Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by M/s. Arun Dash & Associates, Practicing Company Secretaries has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

ANNUAL RETURN

As required under Section 92(3) of the Act, Annual Return for the financial year ended 31^st March, 2024 is hosted on the website of the Company at www.timetechnoplast.com

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures required to be given under Section 135 of the Act read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in the Annual Report on CSR Activities for FY 2023-24, forming part of the Report as Annexure - C.

The CSR Policy of the Company is available on the Company's website at www.timetechnoplast.com CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as per Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure - D to this Report.

EMPLOYEE STOCK OPTION SCHEME

• During the year under review, the Company allotted 7,82,316 equity shares of ' 1/- each to eligible employees who exercised their vested stock options under the 'Time Technoplast Limited - Employee Stock Option Plan 2017'.

• The Board of Directors at its meeting held on 12^th August, 2024 has proposed the below mentioned changes:-

a. The amendments to the existing Time Technoplast Limited Employee Stock Option Plan 2017 to align with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

b. To extend the Time Technoplast Limited Employee Stock Option Plan 2017 to employees of Joint Venture, Associate Companies, and Group Companies (both in India and overseas, present and future). This extension is in addition to the existing coverage, which already includes employees of the Company, its Subsidiaries, Step-down Subsidiaries, and its Holding Company (both in India and overseas, present and future).

The above changes are subject to the approval of the members at the ensuing Annual General Meeting.

In compliance with the SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021, the Secretarial Auditors of the Company have issued a certificate confirming that the Plan has been implemented in accordance with these Regulations and the resolution passed by the Company at the General Meeting.

As required by the SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021, the relevant disclosures as of March 31, 2024, have been uploaded on the Company's website at www.timetechnoplast.com.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED

Details of investments made and/or loans or guarantees given and/or security provided, if any, are given in the notes to the Standalone and Consolidated financial statements which form part of the Annual Report.

DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

b) 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 and of the profit of the Company for the year ended March 31, 2024;

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

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down an adequate system of internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

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

AUDIT COMMITTEE

The Audit Committee comprises of three Directors viz. Mr. M. K. Wadhwa as the Chairman of the Committee, Mr. Sanjaya Kulkarni and Mr. Bharat Kumar Vageria, as the members of the Committee.

During the year under review all the recommendations of the Audit Committee were accepted by the Board. Details of the role and responsibilities of the Audit Committee, the particulars of meetings held and attendance of the Members at such Meetings are given in the Report on Corporate Governance, which forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Regulation 34(2) of the Listing Regulations, a Management Discussion and Analysis Report form part of this Report. The state of the affairs of the business along with the financial and operational developments has been discussed in detail in the Management Discussion and Analysis Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for the year ended 31^st March, 2024, forms part of this Report.

CORPORATE GOVERNANCE REPORT

As required under Regulation 34 of the Listing Regulations, a Report on Corporate Governance along with a Certificate of Compliance from the Statutory Auditors forms part of this Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Company's Whisle Blower Policy meets the requirement of the vigil mechanism framework prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. Whistle Blower Policy aims to provide an appropriate platform and protection to all stakeholders to make protected disclosure of any actual or suspected incidents of unethical practices, violation of applicable laws and regulations including without limitation of Code of Practices and Procedures for Fair disclosure of Unpublished Price Sensitive Information (Fair Disclosure Code).

Whistle Blower Policy also provides for adequate safeguards against retaliation and victimization of the whistle blower. The investigation of complaints is carried out confidentially, impartially, timely and appropriate action initiated to ensure that requisite standards of integrity, professional and ethical conduct are maintained. All employees and Directors have access to Chairperson of the Audit Committee for any reporting. The Audit Committee reviews on a quarterly basis the status of the complaints received and actions taken.

The Whistle Blower Policy has been posted on the Website of the Company at www.timetechnoplast.com PREVENTION OF SEXUAL HARASSMENT POLICY

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Prevention of Sexual Harassment Act"), the Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Committee has been set up to redress complaints received regarding sexual harassment.

The Company is committed to providing a safe and conducive work environment to all of its employees. The Company periodically conducts sessions for women employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act.

Detailed disclosure required as per Section 21 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is as follows:

RISK MANAGEMENT POLICY

In terms of Regulation 21 of SEBI Listing Regulations, 2015 and Companies Act, 2013, the Company has formulated a risk management policy and put in place a mechanism to apprise the Board on risk assessment, minimization procedures and periodic review to ensure that executive management controls risk by means of a properly designed framework.

Your Company has also constituted a Risk Management Committee, details of which are disclosed in the Corporate Governance Report. As per the governance process described in the Policy, the Risk Management Committee reviews the risk identification, risk assessment and minimization procedures on a quarterly basis and updates the Audit Committee and the Board periodically.

CYBER SECURITY

In the endeavour to maintain a robust cyber security posture, your Company has remained abreast of emerging cyber security, so as to achieve higher compliance and continuity.

a) Transfer of unclaimed dividend to IEPF

As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to ' 69,393/- lying with the Company for a period of seven years were transferred during the year 2023-24, to the Investor Education and Protection Fund (IEPF) established by the Central Government.

b) Transfer of shares to IEPF

As required under Section 124 of the Act, 1,044 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the Financial Year 2023-24. Details of shares transferred to IEPF have been uploaded on the Website of IEPF as well as the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors state that the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has an Internal Control System in accordance with Section 134(5)(e) of the Act, commensurate with the size, scale and complexity of its operations. The Audit Committee comprising of professionally qualified Directors, interacts with the statutory auditor, internal auditors and the management in dealing with matters within its terms of reference.

The Company has a proper and adequate system of internal controls. These controls ensure transactions are authorized, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls within the meaning of the Act. An extensive program of internal audits and management reviews supplement the process of internal financial control framework. Documented policies, guidelines and procedures are in place for effective management of internal financial controls.

The internal financial control framework design ensures that financial and other records are reliable for preparing financial and other statements. In addition, the Company has identified and documented the key risks and controls for each process that has a relationship to the financial operations and reporting. At regular intervals, internal teams test the identified key controls. The Internal auditors also perform an independent check of effectiveness of key controls in identified areas of internal financial control reporting. The Statutory Auditors' Report includes a report on the internal financial controls over financial reporting.

In order to maintain objectivity and independence, Internal Auditor reports to the Chairperson of Audit Committee of the Board. The Audit Committee defines the scope and authority of the Internal Auditor. Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with the operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and necessary corrective actions are presented to the Audit Committee.

The Audit Committee and the Board are of the opinion that the Company has sound Internal Financial Control commensurate with the nature and size of its business operations and are operating effectively, and no material weakness exists during FY 2023-24.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no significant and material orders passed by regulators, courts or tribunals impacting the going concern status and the Company's operations in future.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of its business. The Company considers people as its biggest assets and hence has put in concerted efforts in talent management and succession planning practices, strong performance management and learning, coupled with training initiatives to ensure that it consistently develops inspiring, strong and credible leadership. Apart from continued investment in skill and leadership development of its people, the Company has also focused on employee engagement initiatives and drives aimed at increasing the culture of innovation and collaboration across all strata of the workforce. These are discussed in detail in the Management Discussion and Analysis Report forming part of the Annual Report. The relations with the employees of the Company have continued to remain cordial.

ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

OTHER DISCLOSURES

a. There was no revision of financial statements and Board's Report of the Company during the year under review;

b. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

c. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

d. Neither the Managing Director & nor the Whole Time Directors of the Company receive any remuneration or commission from any of the subsidiary companies. Further the Company doesn't have any Holding Company;

CAUTIONARY STATEMENT

Statements in this Board's Report and Management Discussion and Analysis Report describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to the customers, vendors, investors, banks, financial institutions, regulatory authorities, stock exchanges and all other stakeholders for their continued co-operation and support.

Your Directors also acknowledge the support and co-operation from the Government of India, state governments and overseas government(s), their agencies and other regulatory authorities.

Your Directors also appreciate the commendable efforts, teamwork and professionalism of the employees of the Company.