Dear Members,

Your Directors present the 8th Annual Report on the business and operations of DCM Nouvelle Limited ("DCMNVL"/ the "Company"), together with the audited financial statements for the financial year ended March 31, 2024 and other accompanying reports, notes, and certificates.

DCM Nouvelle Limited, a leading manufacturer & exporter of 100% cotton carded, combed and compact yarns in single and two-ply forms in count Range is Ne 14s to Ne 40s. The Company has a spindle capacity of 1,57,872 located at Hisar with Approx. 40000 MT of annual production.

The Company adopted Indian Accounting Standards ("Ind AS") from April 1, 2016, with transition date from April 1, 2015. Accordingly, the financial reports for current financial year 2023-2024 and previous financial year 2022-2023 have been prepared as per Ind AS reporting framework.

The summarized financial highlight is depicted below:

On a standalone basis, the revenue for FY 2024 was

Rs. 1088.94 crore, increased by 25.11 percent over the previous years revenue of Rs. 870.33 crore. The profit after tax ("PAT") attributable to shareholders for FY 2024 was

Rs. 0.93 crores lower by 93.48 percent over the PAT of Rs. 14.27 crore in FY 2023.

On a consolidated basis, the revenue for FY 2024 was

Rs. 1087.59 crore, The Loss after tax attributable to shareholders and non-controlling interests for FY 2024 was

Rs. 4.10 crore as against a PAT of Rs. 11.66 crore in FY 2023.

The Board of Directors of your Company ("Board"), after considering the relevant circumstances holistically and keeping in view the Company's Dividend Distribution Policy, has decided that it would be prudent not to recommend any dividend for the year under review.

The Company has formulated a dividend distribution policy in terms of the requirements of the provisions of Regulation 43A of the SEBI Listing Regulations, as amended. The Dividend Distribution Policy is available on your Companys website on weblink.

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended 31 March, 2024.

There was no change in nature of the business of the Company during the financial year ended on March 31, 2024.

There were no material changes and commitments affecting the financial position of your Company between the end of FY24 and the date of this report, which could have an impact on your Company's operation in the future or its status as a "Going Concern".

During the year under review, there has been no change in the capital structure of the Company. As on March 31, 2024, the Authorised Share Capital was Rs. 20,05,00,000/- and Paid-up capital was Rs. 18,67,77,490/-.

As on 31 March 2024, the Company had 1 (One) Subsidiary only as detailed below:

DCM Nouvelle Specialty Chemicals Limited (DCMSCL) was incorporated as a Public Limited Company on 02nd February 2022 under the Companies Act, 2013, having its registered office in New Delhi, India. DCMSCL is engaged, inter-alia, in the business of manufacturing of specialty Chemicals. The Company holds 81.390% equity shares in DCMSCL as on March 31, 2024.

During the FY 2023-24, DCMSCL completed the commissioning of Chemical plant situated at Ujjain, Madhya Pradesh. This state-of-the-art facility is expected to cater to the rising demand for the Company's new products. During the FY 2023-24, DCMSCL has commenced its commercial production for the products Benzylamine (BA) and Dibenzylamine (DBA).

DCMSCL has also identified some new products for Phase-II, the evaluation of which is underway.

During the FY 2023-24, DCMSCL also raised Rs. 29.00 Crore from its existing shareholder and Rs. 28.94 Crore as Secured Long Term Debt from the Company at 10.25 % p.a.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared Consolidated Financial Statements and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures, and associates in Form AOC-1, which forms part of this Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days. Financial statements and related detailed information of subsidiary company shall also be kept for inspection by any shareholders during working hours at your Company's registered office and that of the respective subsidiary company concerned. In accordance with Section 136 of the Act, the Audited Financial Statements, including Consolidated Financial Statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company on weblink.

As on March 31, 2024, the Company had 1 (One) unlisted material subsidiary. Your Company has formulated a policy for determining Material Subsidiaries. The policy is available on your Company's website and link for the same is given in Annexure-A of this report.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, Non-Executive, and Independent Directors. The Board of the Company has 7 (Seven) Directors comprising of 1 (One) Managing Director, 1 (One) WholeTime Director, 2 (Two) Non-Executive Non Independent Director and 3 (Three) Independent Directors (including a Woman Director). The complete list of Directors of the Company along with their brief profile has been provided in the Report on Corporate Governance forming part of this Annual Report.

Further, all the Directors and senior management personnel of the Company affirmed compliance with the Code of Conduct for the financial year 2023-24 and the declaration in this respect appears elsewhere in the Annual Report.

During the year, the Members approved the following re-appointment of Directors:

1. Re-appointment of Mr. Hemant Bharat Ram (DIN 00150933) as the Managing Director of the Company with effect from 01 April, 2024 to 31st March 2029.

2. Re-appointment of Dr. Vinay Bharat Ram (DIN 00052826) as the Whole Time Director of the Company with effect from 01 April, 2024 to 31st March 2029.

3. Re-appointment of Dr. Meenakshi Nayar (DIN 06866256) as Independent Directors for a second consecutive term of five years from April 23, 2024 upto April 22, 2029.

As on the date of this report, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

1. Mr. Hemant Bharat Ram, Managing Director,

2. Mr. Vivek Kaushal, Chief Executive Officer*

3. Mr. Sandeep Kumar Jain, Chief Financial Officer and

4. Mr. Mohd Sagir, Company Secretary * Appointed w.e.f May, 28.2024

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.

Rakesh Goel, Director of the Company shall retire by rotation at the ensuing Annual General Meeting. Mr. Rakesh Goel, being eligible, has offered himself for reappointment. The Board recommends his appointment for your approval in the best interests of the Company. An ordinary resolution is proposed and forms part of the Notice seeking approval of the shareholders for his reappointment. The relevant details of Mr. Rakesh Goel form part of the Notice convening 08th AGM.

The Independent Directors had submitted their disclosures to the Board that they fulfil the requirements as stipulated under Section 149(6) of the Act and Regulation 25(8) of Listing Regulations. There had been no change in the circumstances affecting their status as Independent Directors of the Company to qualify themselves to be appointed as Independent Directors under the provisions of the Act and the relevant regulations. The Independent Directors have given the declaration under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 confirming compliance with Rule 6(1) and (2) of the said Rules that their names are registered in the databank as maintained by the Indian Institute of Corporate Affairs ("IICA").

In the opinion of the Board, Dr. Meenakshi Nayar, Mr. Vivek Chhachhi and Mr. Kulbir Singh are persons of integrity and fulfill requisite conditions as per applicable laws and are independent of the management of the Company.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses, if any.

None of the Independent Non-Executive Directors held any equity shares of your Company during the financial year ended 31 March, 2024.

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) Stakeholder's & Finance Facilitation Committee; d) Corporate Social Responsibility; 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 details of composition of the Board, its committees, their meetings held and attendance of the Directors at such meetings are provided in the Corporate Governance Report, which is a part of this Report.

The Independent Directors met on July 29, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees, and the Board as a whole along with the performance of the Chairperson of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity, and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Board of Directors carried out an annual evaluation of its own performance, performance of Board Committees and Individual Directors pursuant to the provisions of the Act and the Listing Regulations.

The performance of the Board, the Committees and Individual Directors was evaluated by the Board after seeking inputs from all the Directors through a questionnaire wherein the Directors evaluated the performance on scale of one to five based on the following criteria: a) Criteria for Board performance evaluation includes degree of fulfilment of key responsibilities, Board structure and composition, establishment, and delineation of responsibilities to committees, effectiveness of board processes, information and functioning, board culture and dynamics, quality of relationship between the Board and the management. b) Criteria for Committee performance evaluation includes degree of fulfilment of key responsibilities, adequacy of committee composition, effectiveness of meetings, committee dynamics, quality of relationship of the committee with the Board, and the management. c) Criteria for performance evaluation of Individual Directors includes fulfilment of the independence criteria as specified in the Listing Regulations and their independence from the management, attendance, contribution at meetings, guidance, support to management outside Board/ Committee meetings.

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

The NRC also reviewed the performance of the individual directors.

In a separate meeting of Independent Directors, performance of Non-Independent Directors and performance of the Board was evaluated, views of the Non-Executive Directors were also taken.

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

In the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its committees and individual directors were also discussed.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

In compliance with the requirements of Listing Regulations, the Company has put in place a framework for Directors Familiarisation Programme to familiarize the Independent Directors with their roles, rights and responsibilities, strategy planning, manufacturing process, subsidiary business strategy, factory visit, CSR site visit, Amendments in law and Company's codes & policies. The details of the familiarisation programme conducted during the financial year under review are explained in the Corporate Governance Report. The same is available on Company's website and accessible through weblink.

The Company's policy on appointment of directors is available on the Company's website at weblink.

The Board has, on the recommendation of the Nomination and Remuneration Committee, approved a policy for selection and appointment of Directors, Key Managerial

Personnel, Senior Management and for determining their remuneration. The Policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on Company's website and accessible through weblink.

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during Financial Year 2023-24.

Accordingly, pursuant to Sections 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: a) in the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures; b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period; c) they 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 the Company and for preventing and detecting fraud and other irregularities; d) they have prepared the Annual Accounts for the Financial Year ended March 31, 2024 on a going concern basis; e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The Company has established and maintained adequate internal financial controls with respect to financial statements. Such controls have been designed to provide reasonable assurance with regard to providing reliable financial and operational information. During the year under review, such controls were operating effectively, and no material weaknesses were observed.

Pursuant to Regulation 21 of Listing Regulations, the Board of Directors of the Company has re-constituted a Risk Management Committee on May 28, 2024, to frame, implement and monitor the risk management plan for the Company. The Committee comprises of Managing Director, Chief Executive Officer, one Independent Director and one Non-Executive Non-Independent Director.

The scope of Risk Management Committee includes monitoring and reviewing the risk management plan and ensuring its effectiveness.

The Audit Committee will have additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management framework which ensures that the Company is able to carry out identification of elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company, has been covered in the Management Discussion and Analysis, which forms part of this Report.

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure A to this report

DCM Nouvelles CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in "Annexure D" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. This Policy is available on the Company's website at Weblink Your Directors wish to state that the CSR Committee and the Board of your Company had approved a total budget of Rs. 151.72 Lacs towards its various CSR projects vis-a-vis the statutory CSR spent under the Act. The Company could spend an amount of Rs. 47.65 Lacs during the financial year 2023-24. The balance unspent amount of Rs. 104.07 Lacs towards ongoing CSR projects has been transferred to the unspent CSR Bank account on April 13, 2024.

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34(2)(e) of Listing Regulations is presented in a separate section forming part of the Annual Report.

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations. A detailed report on Corporate Governance as required under the Listing Regulations is provided in a separate section and forms part of the Annual Report. A Certificate from a Practicing Company Secretary regarding compliance with the conditions stipulated in the Listing Regulations forms part of the Corporate Governance Report.

Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report for top 1,000 listed entities based on market capitalisation. In accordance with the Market Capitalisation of the Company as on March 31, 2024, your Company does not fall into top 1000 Listed entities. However, the Risk Management Committee recommended to the board that it voluntarily adopt the BRSR disclosures for the financial year 2023-24. As a result, all the essential indicators of the BRSR disclosure integrated into our Annual Report.

Your Company has not paid dividend in the past. Hence, there is no requirement of transfer of unpaid dividend as per the requirements of the IEPF Rules.

In terms of the Section 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules, 2016 (IEPF Rules), the unclaimed fractional entitlements amount that remains unclaimed for a period of seven years or more is required to be transferred to the IEPF administered by the Central Government, along with the corresponding shares to the demat account of IEPF Authority.

Further, in accordance with the IEPF Rules, your Board has appointed Mr. Sandeep Kumar Jain, Chief Financial Officer, as Nodal Officer of your Company and Mr. Mohd. Sagir,

Company Secretary as Deputy Nobal Officers of the Company for the purposes of verification of claims of shareholders pertaining to shares transferred to IEPF and / or refund of dividend from IEPF Authority and for coordination with IEPF Authority. The details of the Nodal Officers are available on the website of your Company.

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a policy on Related Party Transactions and the same can be accessed on the Company's website and accessible through weblink. All Related Party Transactions, that were entered into during the Financial Year under review, were on at arms length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders approval under Regulation 23 of the Listing Regulations. All Related Party Transactions were placed before the Audit Committee for prior approval.

None of the transactions entered into with Related Parties fall under the scope of Section 188(1) of the Act. Details of transactions with Related Parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - E in Form AOC - 2 and forms part of this Report.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

Your Company has taken appropriate insurance for all assets against foreseeable perils.

M/s Walker Chandiok & Co LLP, Chartered Accountants, with Firm registration number 001076N/N500013, have been appointed as Auditors of the Company to hold office for a period of five years commencing from the conclusion of 4th Annual General Meeting until the conclusion of the 9th Annual General Meeting of the Company. The observations of the Auditors in their report on Accounts and the Financial Statements, read with the relevant notes are self-explanatory. The Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer. Further, Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under.

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained every year. The Board had appointed, M/s. KG Goyal & Associates Cost Accountants, as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ended March 31, 2024. The Cost Auditor has given the Cost Audit Report for the financial year ended March 31, 2024, and the Cost Audit Report does not contain any qualification, reservation, or adverse remark.

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Directors on the recommendation of the Audit Committee, re-appointed M/s. KG Goyal & Associates Cost Accountants, to audit the cost accounts of the Company for the financial year ending March 31, 2025 on a remuneration of Rs. 65,000/- plus GST & out of pocket expenses, if any.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Member's ratification for the remuneration payable to M/s. KG Goyal & Associates, Cost Accountants for the financial year ending March 31 2025, is proposed in the Notice convening the Annual General Meeting.

The Board has appointed M/s Pragyna Pradhan and Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024, is annexed as Annexure C and forms an integral part of this Report During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. covered under the Secretarial Audit. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

Your Directors, during the year under review, appointed M/s A. Gandhi & Associates, Chartered Accountants, Chandigarh (Firm Registration No.007023N), to act as the

Internal Auditors of the Company for the financial year 2023-24 pursuant to section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014.

The statutory auditor's report and the secretarial auditors report do not contain any qualifications, reservations, or adverse remarks or disclaimer.

As per the requirements of SEBI Listing Regulations, the Practicing Company Secretaries appointed by material subsidiary of your Company undertook secretarial audit of the subsidiary for FY 2023-24. Each secretarial audit report confirms that the relevant material subsidiary has complied with the provisions of the Act, rules, regulations, and guidelines and that there were no deviations or non-compliances. The secretarial audit reports of material subsidiary form part of this Annual Report.

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Company's shares by Company's designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company's website and link for the same is given in Annexure-A of this report.

Particulars of the loans given, investments made or guarantees given covered under the provisions of Section 186 of the Act, are provided in the Note No. 44 of the Standalone Financial Statements.

The company was awarded the 2nd prize in Energy Conservation by the Government of Haryana during the FY 2023-24.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICCs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICCs includes external members with relevant experience. The ICCs, presided by women, conduct the investigations and make decisions at the respective locations. Company has zero tolerance on sexual harassment at the workplace. The ICCs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo a mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness.

During the year under review, your Company has received one complaint pertaining to sexual harassment and the same was resolved.

All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by your Company.

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The policy provides for adequate safeguards against victimization of directors/employees who avail of the mechanism and provides for direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy is available on Company's website and accessible through weblink.

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(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure H and forms part of this Report.

In view of increased cyber attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application, and the data.

During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.

On 13 May 2024, following the balance sheet date, a fire occurred at the Hisar plant warehouse. The fire did not significantly impact production. The Company took steps to ensure business continuity and worked with insurers to process the claims

Disclosure pertaining to remuneration and other details as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure [F] to this report. In accordance with the provisions of Sections 197(12) & 136(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the list pertaining to the names and other particulars of employees drawing remuneration in excess of the limits as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure [F] to this report.

The Industrial Relations scenario continued to be cordial during the year under review.

The Company has not accepted any deposits from public, during the year under review, within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014. No amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Pursuant to the provisions of Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 and Section 134(3)(a) of the said Act, the Annual Return containing details as of March 31, 2024, is available on the Company's website and accessible through weblink.

Please refer to Corporate Governance Report for details.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.

Neither the Chairperson nor the Managing Director of your Company received any remuneration or commission from any of the subsidiary of your Company.

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

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to employees of your Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and your Company's operation in future.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

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

6. One time settlement of loan obtained from the Banks or Financial Institutions.

7. Revision of financial statements and Directors Report of your Company.

Statements in the Annual Report, including those which relate to Management Discussion and Analysis describing the Company's objectives, projections, estimates and expectations, may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ

The Company is concerned about the environment and utilizes natural resources in a sustainable way. The Ministry of Corporate Affairs (MCA), Government of India, through its Circular Nos. 17/2011 and 18/2011, dated 21 April 2011 and 29 April 2011, respectively, had allowed companies to send official documents to their shareholders electronically as a part of its green initiatives in corporate Governance. The Ministry of Corporate Affairs vide its circular dated 08 April 2020, 13 January 2021, 12 December 2021, 14 December 2021, 05 May 2022, 28 December 2022 and 25 September 2023 has allowed the Company to conduct their AGM through Video Conferencing or other Audio Visual Means. Hence, in order to ensure the effective participation, the members of the Company are requested to update their email address for receiving the link of e-AGM. Further, in accordance with the said circular, Notice convening the 08^th Annual General Meeting, Audited Financial Statements, Boards Report, Auditors Report and other documents are being sent to the email address provided by the shareholders with the relevant depositories. The shareholders are requested to update their email addresses with their depository participants to ensure that the Annual Report and other documents reach on their registered email ids.

As required under Regulation 17(8) of the SEBI Listing Regulations, the CEO and CFO of your Company have certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal Control Systems for financial reporting for the financial year ended 31 March, 2024. Their Certificate is annexed to this Directors Report.

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.