goodyear india ltd Directors report

Dear Members,

Your Directors are pleased to present the 62^nd Annual Report of the Company along with the Companys Audited Financial Statements for the Financial Year ended March 31, 2023.

1. FINANCIAL SUMMARY

A brief summary of the audited financials of the Company for the Financial Year ended March 31, 2023 is given below. The figures of the current Financial Year and previous Financial Year have been prepared in accordance with the Indian Accounting Standards ("Ind AS").

(Rs. in Lakhs)

Particulars	Year ended March 31, 2023	Year ended March 31, 2022
Revenue from operations	292,751	243,568
Other Income	1,629	2,321
Total Income	294,380	245,889
Less: Expenditure:
Cost of material consumed	116,876	105,164
Depreciation	5,399	5,267
Other expenses	155,567	121,613
Total Expenditure	277,842	232,044
Profit Before Tax	16,538	13,845
Less: Income Tax Expense:
Current Tax	4,283	3,704
Deferred Tax	(31)	(148)
Profit before other comprehensive income	12,286	10,289
Other comprehensive income for the year, net of tax	(121)	(158)
Total comprehensive income for the year	12,165	10,131

2. FINANCIAL HIGHLIGHTS

During the Financial Year 2022-23, the total income was Rs. 294,380 Lakhs as compared to Rs. 245,889 Lakhs in the previous Financial Year 2021-22.

The revenue from operations was Rs. 292,751 Lakhs as compared to Rs. 243,568 Lakhs in the previous Financial Year 2021-22, with a YoY growth of 20%.

Profit before tax (PBT) during the year was Rs. 16,538 Lakhs as compared to Rs. 13,845 Lakhs in the previous Financial Year 2021-22, an increase of 19%.

The total comprehensive income stood at Rs. 12,165 Lakhs as compared to Rs. 10,131 Lakhs in the previous Financial Year 2021-22, an increase of 20%.

Capital expenditure incurred during the year amounted to Rs. 12,125 Lakhs as compared to Rs. 7,369 Lakhs in the previous

Financial Year 2021-22. The interest and other finance cost was Rs. 387 Lakhs as compared to Rs. 412 Lakhs in the previous Financial Year 2021-22.

3. OPERATIONS

The Company manufactures and sells automotive tyres viz. farm tyres and commercial truck tyres at its Ballabgarh plant. The Company also markets and sells passenger car tyres which are manufactured by Goodyear South Asia Tyres Private Limited (GSATPL), Aurangabad, in the replacement market. Other products which the Company markets and sells include tubes and flaps.

Financial Year 2022-23 was a good year for the Companys Farm business. Revenue in Farm Business registered growth vs. last Financial Year 2021-22 and Industry volumes also remained positive.

Healthy rabi cash flows, above normal monsoon and good water reservoir levels contributed to sequential sales and higher industry volumes in Financial Year 2022-23 as compared to previous Financial Year 2021-22.

Farm industry sentiments remained positive on account of the following key parameters in Financial Year 2022-23:

a. Normal monsoon leading to higher sown area.

b. Healthy Rabi crop production which was a key factor in improving liquidity in rural areas.

c. Government support programs for farmers like MSP and Direct Benefit Transfers (DBT).

d. Direct crop procurement.

Farm OE Business continued to focus on maintaining leadership through excellence in operational and key account management to deliver enhanced Customer Service.

In the Farm Replacement channel, the focus continued to be on increasing distribution footprint and on channel extraction along with delivering high quality products and enhancing consumer experience, making Goodyear tyres easy to buy, own and recommend.

These initiatives, both in OE and Replacement channels supported by the best-in-class team has been the key to Company being able to sustain its overall leadership position in the Farm business.

Consumer Replacement business also demonstrated faster than industry growth gaining share over previous year despite macro-economic challenges like persistent high inflation, weak rural demand, and geopolitical disruption.

From a macro economic standpoint Indias pace of GDP growth had slowed down to 4.4% in Q3 of Financial Year 2022-23 after demonstrating 13.5% in first quarter of Financial Year 202223 and 6.3% in second quarter of Financial Year 2022-23. Manufacturing sector continued to reflect decline by -1.1% Year on Year in third quarter of Financial Year 2022-23 after witnessing already a decline of -3.6% in second quarter of Financial Year 2022-23. Service sector industries continued to do well on the back of pent-up demand especially in hospitality, travel, trade which led to a growth of 9.7% in third quarter of Financial Year 2022-23.

Despite macroeconomic volatilities, Consumer replacement growth was driven as a result of the following key initiatives below:

This was a result of key initiatives mentioned below:

(i) Retail expansion and extraction in both urban and rural geographies leveraging synergies with our farm business.

(ii) Sustaining high levels of engagement with channel partners and enabling better service to them by effectively leveraging technology - Modernized Tire portal was launched.

(iii) Introduction of contemporary products in Luxury cars and SUV segments aligned with Consumer needs

4. DIVIDEND

The Board has recommended a final dividend of Rs. 26.50/- per equity share of Rs. 10/- each amounting to Rs 6,113 lakhs for the Financial Year 2022-23 as against final dividend of Rs. 20/- per equity share and special dividend of Rs. 80/- per equity share in the previous Financial Year 2021-22.

The Dividend recommendation is in accordance with the Dividend Distribution Policy of the Company available at the Investors Relations section on the Companys website at www. goodyear.co.in/investor-relations

The final dividend shall be paid to the eligible members within the stipulated time-period, if approved at the ensuing Annual General Meeting (AGM) of the Company.

5. TRANSFER TO GENERAL RESERVE

During the Financial Year 2022-23, the Company has not transferred any amount towards General Reserve.

6. AWARDS AND RECOGNITIONS

The Company has been re-certified as Great Place to Work , a prestigious recognition awarded in March 2023. This is a testimony to the Companys vibrant culture centered around the values of Trust, Transparency and Meritocracy.

As a testament to its excellence in key account management, the Companys Farm Business was awarded the following awards in Financial Year 2022-23:

• Business Partner of The Year award by Mahindra & Mahindra. This is the highest rated award category and Goodyear won this award out of 500+ suppliers which is indeed a great achievement.

• Excellence Award for Market Growth and Customer Experience by Escorts Kubota Ltd.

7. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013 ("the Act"), the Directors make the following statements that:

(i) in the preparation of the annual accounts for the Financial Year 2022-23, the applicable accounting standards have been followed and that there are no material departures;

(ii) appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit and loss of the Company for that period;

(iii) proper and sufficient care have been taken 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 annual accounts for the Financial Year 2022-23 have been prepared on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

8. FUTURE OUTLOOK

After the growth seen in Farm Business in Financial Year 2022-23, we are seeing a moderate demand for Financial Year 2023-24 with industry is expected to be at 4% to 6% (Source: Crisil, Dec22 estimate.)

Key macro factors influencing the demand:

• Agriculture Credit: The agriculture credit target would increase to Rs 20 lakh crore (11% higher vs last years allocation).

• Rs 7,150 crores has been allocated under Rashtriya Krishi Vikas Yojana (RKVY) to ensure holistic development of agriculture and allied sectors (2% higher vs last years allocation).

• Rs 60,000 crores has been allocated towards PM-KISAN a direct benefit transfer scheme (No change vs last year).

• Rs. 13,625 crores allocated towards crop insurance (10% higher vs last year).

• The southwest monsoon in 2023 is likely to be below normal due to El Nino conditions (Source: Skymet, a private weather agency).

• Water storage levels of 146 major reservoirs is 18% higher than the average of last 10 years and 5% lower than last year (Source: Central Water Commission).

The mid to long-term outlook of the farm tyre industry continues to be positive with an expected growth of 3%-5% (source: ICRAJan23; Crisil Dec22) due to the following factors:

• Agriculture contribution to GDP at ~20%.

• Strong focus of the Government to enhance rural income through enhanced Minimum Support Price.

• Lower tractor penetration & labor shortage driving growths towards mechanization.

• Investment towards the improvement of rural infrastructure.

• Agriculture and rural startups will receive funds from NABARD.

Growth in Consumer Replacement business is also projected to

moderate in Financial Year 2023-24 as per latest reports from LMC.

• As per ICRA, consumer sentiments are likely to continue on the path of recovery and will rise further throughout Financial Year 2023-24, led by a normalization of domestic economic activity.

• Moderation in inflation remains key to support consumption of low and middle-income households.

• Consumer preference towards SUV will drive growth in consumer replacement business especially in the higher rim sizes.

• Another trend which is shaping up future demand is electrification of cars. The electric car segment which currently is at very low penetration is projected to improve in next 5 years. This will require tyre manufacturers to develop tires to meet specific needs of this segment.

9. BOARD AND KEY MANAGERIAL PERSONNEL (KMP)

Appointment/Re-appointment and/or Cessation/Resignation

of Directors and KMP:

S. No Name of Director / KMP	Position	Appointment / Reappointment	Cessation / Resignation
1. Rajiv Lochan Jain	Independent Non-Executive Director	March 12, 2023	N.A.

The Board of Directors had, on the recommendation of the Nomination and Remuneration Committee at their meeting held on February 14, 2023, re-appointed Mr. Rajiv Lochan Jain (00161022) as an Independent Non-Executive Director of the Company for a second consecutive term with effect from March 12, 2023 till December 31, 2025. Subsequently, the Members had, vide resolution passed through Postal Ballot on March 24, 2023 (i.e. the last date of e-voting) approved the re-appointment of Mr. Rajiv Lochan Jain (00161022) as an Independent Non-Executive Director of the Company with effect from March 12, 2023.

None of the Directors are disqualified from being appointed as or holding office of Directors as stipulated in Section 164 of the Companies Act 2013 (the Act).

Pursuant to Section 149 (6) and 149 (7) of the Act and Regulation 16(1)(b) and 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) 2015"), the Company has received a declaration of independence from all the Independent Directors that they have complied with the criteria of independence and are not disqualified from continuing as Independent Directors as of March 31, 2023. The Independent Directors of the Company have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors, the Board of Directors is of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best interest of the Company.

Pursuant to the Section 152(6) of the Act read with the Articles of Association of the Company, Mr. Manish Mundra (DIN: 08724646), Whole Time Director of the Company will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board has recommended his re-appointment to shareholders.

A brief resume of the Director proposed to be re-appointed, his expertise in specific functional areas, names of companies in which he holds directorships, Committee membership/s / Chairmanship/s, shareholding etc. as stipulated under Secretarial Standard-2 issued by Institute of Companies Secretaries of India and Regulation 36(3) of the SEBI LODR, 2015, is appended as an Annexure to the Notice of the ensuing AGM.

During the Financial Year 2022-23, the Board, basis advice received from the Nomination & Remuneration Committee (NRC), has revised the Annual Evaluation Framework for Board, Committee(s) and Individual Director(s) and the Directors have carried out the annual performance evaluation. The evaluation has been carried out through a questionnaire, formulated by NRC, covering various evaluation criteria, like Board composition, meeting of Board and participation of Board members, functions of the Board, committee(s) composition, functions of the committee(s), common understanding of roles & responsibilities; the Boards review and guidance on corporate strategies such as restructuring, major plans and policies, budgets, performance and expenditure, etc. Feedback was sought from each Director in the said questionnaire based on the framework and, thereafter, a summary of such performance evaluation, compiled by the Company Secretary, was reviewed and noted by the Board.

The Nomination & Remuneration Policy of the Company consists of the criteria for appointment of Board members, Key Managerial Personnel and Senior Management of the Company, performance evaluation and succession planning process. Some of the indicators for appointment of Directors, Key Managerial Personnel and Senior Management includes criteria for determining qualifications (educational, expertise etc.) and remuneration, positive attributes (personal qualities & characteristics, reputation etc.) with the object of attracting, retaining and motivating talent which is required to run the Company successfully. The same is available on the website of the Company at www.goodyear.co.in/investor-relations.

10. A. BOARD MEETINGS

During the Financial Year 2022-23, 4 (four) Board Meetings were held, and details of Board and Committee meetings attended by each Director are disclosed in the Corporate Governance Report annexed as part of Annual Report.

B. AUDIT COMMITTEE

The Board has duly constituted the Audit Committee and the details of the Committee meetings and members who have attended the meetings are disclosed in the Corporate Governance Report annexed as part of Annual Report. Further, all the recommendation from the Audit Committee were accepted by the Board.

11. DEPOSITS

The Company has neither accepted nor renewed any deposits in terms of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year 2022-2023.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not granted any loans, guarantees or made investments within the meaning of Section 186 of the Act during the Financial Year 2022-23.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into by the Company during the Financial Year 2022-23 were in the ordinary course of business and on arms length basis. All transactions with related parties were placed before Audit Committee. Audit Committee has also provided omnibus approval for related party transactions on an annual basis which are of repetitive nature. The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in the prescribed Form AOC - 2 is annexed as Annexure-A to this Report.

The Policy on dealing with Related Party Transactions is available at the Investors Relations section on the Companys website at www.goodvear.co.in/investor-relations.

14. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3) (a) of the Act read with rules made thereunder, the Annual Return of the Company for the Financial Year ended on March 31, 2023 is available at the Investors Relations section on the Companys website at www.goodyear.co.in/investor-relations.

15. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have a Subsidiary, Joint Venture or Associate Company.

16. AUDITORS

(i) Statutory Auditors and their Report

In accordance with the provisions of the Act and rules made thereunder Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration No. 117366W/ W-100018) were re-appointed as Statutory Auditors to hold office from the conclusion of the 61^st Annual General Meeting (AGM) held on August 01, 2022, until the conclusion of the 66^th AGM to be held in the year 2027. There are no qualifications, reservations or adverse remarks and disclaimers made by Deloitte Haskins & Sells LLP, the Statutory Auditors, in their Audit Report for the Financial Year 2022-23. Further, there was no fraud reported by the Auditors of the Company for the Financial Year 2022-23. Therefore, no detail is required to be disclosed under Section 134(3) (ca) read with Section 143(13) of the Companies Act, 2013.

As per MCA notification dated August 05, 2022, the Companies are required to maintain back-up of the books of account and other relevant papers in electronic mode that should be accessible in India at all times. Further, the Companies are required to create backup of books of accounts on servers physically located in India on daily basis.

The books of account along with other relevant records and papers of the Company are maintained in electronic mode. These are accessible in India at all times and currently a backup of books of account is being maintained on a cloud-based server in India on periodic basis. The Company is in the process of complying with the requirements of maintaining backup of books of account and other relevant papers, on a daily basis, pursuant to the amendment.

(ii) Cost Auditors and their Report

Pursuant to the Section 148 of the Act read with applicable rules made thereunder and on recommendation of Audit Committee of the Company, M/s Vijender Sharma & Co. (FRN: 000180), Cost Accountants, were re-appointed by the Board as Cost Auditors for conducting the audit of the cost records maintained by the Company for the Financial Year 2023-24, subject to ratification of remuneration by the Members in the ensuing AGM. The Company had received a letter from them to the effect that their re-appointment would be within the limits prescribed under section 141(3) of the Act and that they are not disqualified for such re-appointment within the meaning of Section 141 of the Act.

Further, there was no fraud reported by the Cost Auditors of the Company for the Financial Year 2022-23. Therefore, no detail is required to be disclosed under Section 134(3) (ca) read with Section 143(13) of the Companies Act, 2013.

Cost records as specified by the Central Government under Sub-Section (1) of Section 148 of the Companies Act, 2013 are made and maintained by the Company.

(iii) Secretarial Auditors and their Report

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report is annexed herewith as Annexure-B to this Report duly certified by Chandrasekaran Associates, Company Secretaries, (FRN: P1988DE002500), as Secretarial Auditors of the Company.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Company has not made the intimation of a Board meeting within the timeline prescribed by BSE under Regulation 29 of the SEBI (LODR), 2015, inadvertently. The Company has made the payment of fine to BSE for such delayed compliance.

Further, there was no fraud reported by the Secretarial Auditors of the Company for the Financial Year 202223. Therefore, no detail is required to be disclosed under Section 134(3)(ca) read with Section 143(13) of the Companies Act, 2013.

17. INTERNAL FINANCIAL CONTROLS

The Integrated Framework adopted by the Company, which is based on applicable guidance on Internal Financial Control, is adequate and effective. The Internal Financial Controls and its adequacy and operating effectiveness is included in the Management Discussion and Analysis Report annexed as Annexure-C forming a part of this Report.

18. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has formulated its Vigil Mechanism (Whistle Blower Policy) to deal with concerns/complaints of directors and employees, if any. The details of the Policy are also provided in the Corporate Governance Report annexed as part of Annual Report and the Policy is available at the Investors Relations section on the Companys website at www.goodyear.co.in/ investor-relations.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the applicable provisions of the SEBI (LODR) 2015, a detailed Management Discussion & Analysis Report forming part of the Annual Report is annexed as Annexure-C to this Report.

20. HUMAN RESOURCES

Industrial Relations

Industrial harmony was maintained during the year through peaceful and productive employee relations. To augment the skills of employees, multiple training sessions were imparted to employees on matters related to ethics and compliance, discipline, safety of the employees and environmental awareness. Wide-ranging employee engagement initiatives e.g., Skip level connects, Career assessment centers, celebrations of milestone & festivals were organized to sustain the engagement levels of employees, which led to Goodyear India Ltd. being named as one of the best "Organizations to work for women" by Economic Times in September 2022 and getting re-certified as a "Great Place to Work" in March 2023.

Additionally, Employee engagement scores stood at 87%. Basis global employee engagement survey conducted in October 2022. The total number of salaried and hourly paid employee as on March 31, 2023 stood at 969.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has continuously strived to be a socially, ethically and environmentally responsible corporate entity. In Financial Year 2022-23, the Company invested in CSR projects on education, environment and womens empowerment. Implementation of these projects were carried out through various implementation partners with their expertise in the respective thematic areas. CSR initiatives were carried out in the communities where the Companys manufacturing facilities and business operations are located.

The annual report on CSR activities as required under the Act and rules made thereunder including the CSR activities undertaken by the Company 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 and the CSR Policy is also available at the Investors Relations section on the Companys website at www.goodvear.co.in/investor-relations.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In terms of Regulation 34 of the SEBI (LODR) 2015 read with relevant SEBI Circulars, new reporting requirements on ESG parameters were prescribed under "Business Responsibility and Sustainability Report"(BRSR).

As per the SEBI Circulars, effective from the Financial Year 2022-23, filing of BRSR is mandatory for the top 1000 listed companies by market capitalization. The BRSR seeks disclosure on the performance of the Company against nine principles of the "National Guidelines on Responsible Business Conduct (NGRBCs).

The BRSR of the Company for the Financial Year 2022-23 which includes principles to assess compliance with environmental, social and governance norms for the year under review is annexed as Annexure-E to this Report.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars related to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure-F to this Report.

24. RISK MANAGEMENT POLICY

The Board has constituted a Risk Management Committee in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of strategic, operational, and external environment risks. The Risk Management Committee has formulated the Risk Management Policy for the Company.

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

The Company has in place a Policy on Prevention of Sexual Harassment in compliance with the Sexual Harassment of

Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. As per the said Policy, an Internal Committee (IC) is duly constituted by the Company. During the Financial Year 2022-23, no complaint was received by the Company and no complaints were outstanding at the end of the Financial Year 2022-23.

26. PARTICULARS OF EMPLOYEES [SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014]

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rules 5 (1) is attached as Annexure-G of this Report. Information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided to members upon request in writing made before the Annual General Meeting where in Financial Statements for the Financial Year 2022-23 are proposed to be adopted.

In terms of Section 136 of the Act read with MCA Circulars and SEBI Circulars, the copy of the Annual Report is being sent to the Members and others entitled thereto and is also available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

27. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124(6) of the Act read with Rule 6 of Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time thereof), the dividends {unpaid/ unclaimed for a period of 7 (seven) years from the date of transfer to the Unpaid / Unclaimed dividend account} and underlying equity shares {on which dividend has not been paid or claimed by the members for seven consecutive years} are required to be transferred to the Investor Education & Protection Fund (IEPF) Authority established by the Central Government.

Accordingly, the Company has transferred the following Dividend and Equity Shares during the Financial Year 2022-23 to IEPF Authority:

Base Financial Year	Unpaid/Unclaimed Dividend (In INR)	Underlying Equity Shares
December 31, 2014	4,528,280	13,957

28. OTHER INFORMATION

(i) Right Issue/Preferential issue/Shares with differential voting/Sweat Equity/ Employee Stock Option

The Company has neither come up with any Right Issue/ Preferential Issue/issuing shares with differential voting rights, nor issued any Sweat Equity Shares and not provided any Stock Option Scheme to the employees during the Financial Year 2022-23.

(ii) Significant and material orders passed by the regulators

No significant and material orders have been passed during the Financial Year 2022-23 by the regulators, courts or tribunals affecting the going concern status and Companys operations in the future.

(iii) Material Changes & Commitments

No material changes and commitments have occurred, which can affect the financial position of the Company between the end of the Financial Year and upto the date of this Report.

(iv) Change in Nature of business, if any

There is no change in the nature of business of the Company during the year under review.

(v) Compliance with Secretarial Standards

The Company has complied with the provisions of Secretarial Standard - 1 (Secretarial Standard on meetings of Board of Directors) and Secretarial Standard - 2 (Secretarial Standard on General Meetings) issued by the by the Institute of Company Secretaries of India.

(vi) Proceeding under Insolvency and Bankruptcy Code, 2016

The Company has not made any application or any proceeding under the Insolvency and Bankruptcy Code, 2016 ("IBC Code") during the Financial Year 2022-23 and does not have any pending proceedings related to IBC Code. The Company has not made any onetime settlement during the Financial Year 2022-23 with Banks or Financial Institution.

29. ACKNOWLEDGEMENT

The Board of Directors expresses their sincere appreciation to all the stakeholders of the Company for the trust, confidence and support bestowed upon us. The Board of Directors is also grateful for their contribution towards the growth and success of the Company.

The Board of Directors assures to uphold the Companys commitment towards acting with honesty, integrity and respect and to be responsible and accountable to all the stakeholders of the Company.

The Board of Directors thanks all the stakeholders for their commitment and invaluable contributions toward helping our business succeed and stay on course to deliver sustainable and profitable growth.

	On behalf of the Board of Directors
	Sandeep Mahajan
May 29, 2023	(Chairman & Managing Director)
Place: Delhi	DIN:08627456