Diamond Power Infrastructure Ltd Directors Report

Dear Members,

Diamond Power Infrastructure Limited

The Directors of the Company are pleased to present their 32 ^nd Annual Report together with the Annual Audited Financial Statements for the Financial Year ended March 31,2024.

Financial Highlights:

The financial performance of the Company for the year ended March 31,2024 is summarised below:

Particulars	For the year ended on 31.03.2024	For the year ended on 31.03.2023
Revenue from Operations	34,337.10	1,545.64
Other Income	74.9	26.29
Total Revenue	34,412.00	1,571.93
Total Expenditure	32,691.39	5,859.79
Profit Before Depreciation, Finance Costs, Exceptional Items and Tax Expense	4,348.10	(2,339.01)
Less: Depreciation/Amortization /Impairment	1,956.27	1,883.69
Less: Finance Cost	671.22	65.16
Profit before Exceptional items and Tax Expense	1,720.61	(4,287.86)
Profit before Tax Expense	1,690.37	(4,287.86)
Less: Tax Expense (Current and Deferred)	(12.13)	-
Profit after Tax for the year	1,702.50	(4,287.86)
Total Comprehensive Income/Loss	1,702.50	(4,287.86)
Net Profit for the year	1,702.50	(4,287.86)
Earnings per share (EPS) of ^ 10/- each	3.23	(8.14)

Financial Performance/State of Affairs and Change in change in nature of business:

The revenue from operations of the Company stood at Rs 34,337.10 Lakhs for the financial year ended March 31, 2024 as against Rs1,545.64 Lakhs in the previous year. The Company reported a Profit after Tax of Rs1,702.50 Lakhs for the financial year ended March 31,2024 as compared to Loss after Tax of ^4,287.86 Lakhs in the previous year.

Your Company is engaged in the business of manufacturer of conductor, cables and transmission towers. There has been no change in the nature of business during financial year.

The detailed information on the affairs of the Company has been covered under the Management Discussion & Analysis, forming part of this Annual Report.

Payments made under the Resolution Plan:

During the period under review, the company has paid the 4th Instalment of Rs29.87 Crore/- (Rupees Twenty-Nine Crore Eighty-Seven Lakhs only) to Secured Financial Creditors on March 16, 2024, in terms of the approved Resolution plan read with National Company Law Tribunal, Ahmedabad Bench order dated 20^th June, 2022.

Dividend

Due to the working capital requirements of the Company, the Board of Directors does not recommend any dividend for the financial year 2023-24

Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of the Company had formulated a Dividend Distribution Policy. The said policy is available on the website of the Company at https://dicabs.com/investor/policies-code-of-conduct-

Transfer to Reserves

During the year under review, the Company does not propose to transfer any amount to reserves.

Deposits

The Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year 2023-24.

Share Capital

NCLT Order dated June 20, 2022

In terms of the NCLT order dated 20 ^thJune, 2022 and approved resolution plan, the Board of Directors of the Company in its meeting held on September 17, 2022 has approved the reduction of share capital to the extent of 99% of the existing paid-up share capital and issue and allotment of 5,00,00,000 Equity Shares of Rs 10/- each at par, aggregating to Rs 50 Crores, to GSEC & its affiliates.

Reduction of Share Capital

Further, there is a reduction of existing share capital of the Company as per the approved resolution plan, to the extent of 99% of the existing Paid-up Share Capital of the Company w.e.f. September 17, 2022. After reduction, the reduced share Capital Stands to 26,97,106 Equity Shares of Rs 10/- each. The Company received the trading approvals from BSE Limited and National Stock Exchange of India Limited on September 13, 2023.

Preferential Allotment

Thereafter, the Company has made listing application to both the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited with respect to Preferential allotment of 5,00,00,000 Equity Shares of Rs10/- each of the Company. The Preferential allotment was made to GSEC & its affiliates on September 17, 2022. The Company received the trading approvals from BSE Limited and National Stock Exchange of India Limited on December 8, 2023.

As on March 31, 2024, the Authorized Share Capital stood at Rs 4,50,00,00,000/- (Rupees Four Hundred Fifty Crores only) divided into 38,58,58,500 (Thirty-Eight Crores Fifty-Eight Lakhs Fifty-Eight Thousand Five Hundred only) Equity Shares of Rs10/-(Rupees Ten) each and 6,41,41,500 (Six Crores Forty-One Lakh Forty-One Thousand Five hundred only) Preference Shares of Rs 10/- (Rupees Ten) each and the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands at Rs 52,69,71,060/- divided into Rs 5,26,97,106 Equity Shares of Rs 10/- each). During the Financial Year 2023-24, the Company has not issued any Equity Shares.

Minimum Public Shareholding

The Company has received Notices issued by the Promoters of the Company, GSEC Limited and Monarch Infraparks Private Limited on May 27, 2024 with respect to Offer for sale of 25,72,605 Equity Shares of the Company, (representing 4.88% of the total issued and paid-up Equity Share capital of the Company) to the Retail and Non-retail Investors. The said Offer for Sale was executed on May 28, 2024 and May 29, 2024. The total Offer size i.e. 25,72,605 Equity Shares was considered towards compliance of minimum public shareholding of the Company, in terms of Rules 19(2)(b) and 19A of the Securities Contracts (Regulation) Rules, 1957, as amended.

Internal Financial Control Systems:

The Financial Statements of the Company comply with the Ind AS specified under Section 133 of the Act. The Company has put in place adequate internal controls with reference to accuracy and completeness of the accounting records and timely preparation of reliable financial information, commensurate with the size, scale and complexity of operations and ensures compliance with various policies and statutes in keeping with the organizations pace of growth, increasing complexity of operations, prevention and detection of frauds and errors. The design and effectiveness of key controls were tested and no material weaknesses were observed. The Audit Committee reviews and evaluates the adequacy of internal financial control and risk management systems, periodically. Efficacy of Internal control systems are tested periodically by Internal Auditors with and Internal Control over financial reporting is tested and certified by Statutory Auditors. The internal financial control system of the Company is supplemented with internal audits, regular reviews by the management. During the year under review, no material or serious observation has been highlighted for inefficiency or inadequacy of such controls.

Subsidiaries, Joint Ventures and Associate Company:

As on March 31,2024, your Company has no Subsidiaries, Joint Venture or Associates.

However, to discover the strategic benefit, expansion of market and enhance the operational and financial efficiency, the Board of Directors in its meeting held on May 27, 2024 has approved the Incorporation of the wholly-owned subsidiary Company. The Company has received a Name approval letter dated May 7, 2024 approving a name DICABS Nextgen Special Alloys Private Limited." DICABS Nextgen Special Alloys Private Limited was incorporated as a wholly-owned subsidiary of the Company on June 26, 2024 for manufacturing of wire-rod, Cables and Conductors. The same was intimated to stock exchanges on June 26, 2024.

Directors and Key Managerial Personnel

Appointment/Re-appointment of Directors

In accordance with the provisions of Section 152 of the Act read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Rakesh Ramanlal Shah (DIN: 00421920), Non- Executive Director and Mr. Himanshu Jayantilal Shah (DIN: 00572684), Non-executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer themself for re-appointment. Your Board of Directors recommend the said appointment.

Pursuant to the provisions of Section 161 of the Companies Act, 2013 and based on recommendation of the Nomination and Remuneration Committee, Ms. Varsha Biswajit Adhikari (DIN: 08345677) was appointed as an Additional Independent Director with effect from October 1, 2023 and Mr. Aditya Nayak , Chief Financial Officer of the Company was given additional charge of Additional Director and redesignated as a Whole-time Director (DIN: 09572942) of the Company with effect from October 5, 2023 , respectively subject to approval of Shareholders in the ensuing General Meeting. Thereafter, pursuant to Section 110 of the Companies Act, 2013 read with Rules, as amended and Regulation 17(1 C) of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, the Notice of postal ballot was issued on November 10, 2023 to the members of the Company for regularizing the appointment of Ms. Varsha Biswajit Adhikari as an Additional Independent Director (DIN : 08345677) and confirming her appointment for a first term of 5 years and Mr. Aditya Nayak as Whole-time Director (DIN : 09572942) of the Company for the term of 1 year.

During the year under review, pursuant to the provisions of Section 161 and 196 of the Companies Act, 2013 and based on recommendation of the Nomination and Remuneration Committee, Mr. Pawan Lohiya (DIN: 03379216) was appointed as an Additional Director and redesignated as Whole-time Director with effect from July 1,2024. Mr. Pawan Lohiya, Additional Director and redesignated as Whole-time Director was also given an additional charge as Chief Financial Officer of the Company with effect from July 1, 2024. The same was intimated to the stock exchanges on June 20, 2024. The Board of Directors acknowledge and confirm with regard to integrity, expertise and experience of Mr. Pawan Lohiya (DIN: 03379216) being eligible for discharging his functions and providing requisite contribution to the Board as an Additional Director and designated as Whole-time Director & Chief Financial Officer of the Company. The Board has also sought an approval from members regularizing his appointment as Director and Whole-time Director of the Company at the ensuing Annual General Meeting.

During the year under review, based on recommendation of the Nomination and Remuneration Committee, Ms. Diksha Sharma was appointed as the Company Secretary and Compliance Officer of the Company with effect from August 1,2024. The same was intimated to the stock exchanges on July 25, 2024.

The brief details of all Directors proposed to be appointed / reappointed in ensuing Annual General Meeting as required under Secretarial Standard 2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations is provided in the Notice convening Annual General Meeting of the Company.

Cessation of Director/KMP

During the year under review, Mr. Om Prakash Tiwari, Whole-time Director (DIN: 09729519) and Ms. Urvashi D. Shah, Independent Director (DIN: 080345677) of the Company has resigned from the Company with effect from September 30, 2023 and October 1, 2023, respectively. The same was intimated to the stock exchanges on September 30, 2023. Ms. Urvashi D. Shah (DIN: 080345677), Non-Executive Independent Director of the Company has resigned as Director w.e.f. October 1, 2023 for personal reasons and other commitments and also confirmed that there were no other material reasons other than those provided.

Further, Mr. Aditya Nayak, Chief Financial Officer (in charge) and Whole-time Director (DIN: 09572942) of the Company has submitted his resignation vide letter dated May 27, 2024 for better prospects and shifting to his hometown with effect from June 30, 2024. The same was intimated to the stock exchanges on April 01, 2024. The Board places on record its sincere appreciations and pays rich tributes for the valuable services rendered and contributions made by Mr. Aditya Nayak. Mr. Tushar Lakhmapurkar has also resigned from the position of Company Secretary & Compliance Officer of the Company w.e.f. July 30, 2024. The same was intimated to the stock exchanges on July 15, 2024.

All the Directors of the Company have confirmed that they are not disqualified to act as Director in terms of Section 164 of the Act.

There is no pecuniary or business relationship between the Non-executive Directors and the Company, except for the sitting fees and commission payable to the Non-executive Directors, in accordance with the applicable laws and approval of the shareholders of the Company.

As at March 31,2024, the Company has three Independent Directors including one Woman Independent Director.

As on the date of this Report, Mr. Pawan Lohiya, Additional Director and designated as Whole-time Director & Chief Financial Officer and Ms. Diksha Sharma, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) read with Section 203 of the Act.

Declaration of Independent Directors

Your Company has received declarations from all the Independent Directors of your Company, confirming that:

(a) they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations;

(b) they are not aware of any circumstance or situation which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgement and without any external influence; and

(c) they have registered their names in the Independent Directors Databank.

Opinion of the Board regarding Independent Directors appointed during the year

Ms. Varsha Biswajit Adhikari (DIN: 08345677) was appointed as Woman Independent Director of the Company with effect from October 1,2023. The Board of Directors acknowledge and confirm with regard to integrity, expertise and experience of Ms. Varsha Adhikari being eligible for discharging her functions and providing requisite contribution to the Board as an Independent Director of the Company.

Board Meetings

During the year, 7 (Seven) meetings of the Board of Directors were held. Details about the Board Meetings and Committee Meetings are given in report on Corporate Governance which forms part of this Report.

Constitution of various Committees

The Board of Directors of the Company has constituted various Committees including the following:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee (w.e.f. May 27, 2024)

Details of each of the Committees stating their respective composition is uploaded on our website at www.dicabs.com in and detailed in the Corporate Governance Report attached to and forming part of this Report.

Nomination and Remuneration Policy

The remuneration paid to the Directors is in line with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations (including any statutory modification(s) or reenactments) thereof for the time being in force). Further, the Company has in place the orderly succession plan for the appointments at the Board and senior management level. The Companys policy on directors appointment and remuneration and other matters as provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this Report. The relevant Policy(ies) have been uploaded on the website of the Company and can be accessed through the link https://dicabs.com/investor/policies-code-of-conduct-practices/

Annual Evaluation of Board, its committees, and Individual Directors

The Company has devised a Policy for performance evaluation of the Board, its committees, and other individual Directors (including Independent Directors) which includes criteria for Performance Evaluation of the Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and Committee Meetings, acquaintance with business, communicating inter se Board Members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual evaluation of the performance of the Board, its Committees and Individual Directors and Chairperson. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee Members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees. The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

Familiarization Programme of Independent Directors:

In compliance with the requirement of SEBI (LODR) Requirements 2015, the Company has put in place a familiarization program for Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, the operations of the Company, business overview etc. The details of the familiarization program are available on the website of the company at https://dicabs.com/investor/policies-code-of-conduct-practices/

Director Responsibility Statement:

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability , confirm that :

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

b) they had selected appropriate accounting policies and applied them consistently and made judgements 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 had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) they had prepared the annual accounts on a going concern basis;

e) they had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

Auditors:

a) Internal Auditors:

As per the recommendation of the Audit Committee, the Board of Directors of the Company at its Meeting held on February 11, 2023 appointed M/s. PricewaterhouseCoopers Services, LLP, Chartered Accountants, Mumbai as Internal Auditors for conducting Internal Audit of the Company for the period from 1^st April, 2023 to 31^st March, 2024. The Internal Auditors independently evaluate the internal controls, adherence to and compliance with the procedures, guidelines and statutory requirements. The Audit Committee of Directors periodically reviews the reports of the Internal Auditors and the corrective actions if any, are taken by the Management.

b) Statutory Auditors:

In terms of Section 139 of the Act, M/s. Naresh & Co., Chartered Accountants, Vadodara (FRN 106928 W), were appointed as statutory auditors of the Company for a period of five years from the conclusion of the 31^st Annual General Meeting until the conclusion of the 36 ^th Annual General Meeting of the Company to be held in the financial year 2027-28.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, in their Audit Report for the Financial Year 2023-24 except for those detailed in the attached Auditors report included in the Annual Report.

he Statutory Auditors of the Company has provided the following qualifications in its Audit Report. Please find below the reply to the said qualifications:

Qualification: Non maintenance of Fixed Assets registers, non-impairment of fixed assets and depreciation provided thereon.

Management response:The Company has been taken over on 17-09-2022 by new management on approval of resolution plan by NCLT dated 20-06-2022; this year preparation and updating of Fixed Assets Registers will be done.

C) Secretarial Auditor:

Pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, the Company had appointed Mr. Tarun Sukhwani, Practicing Company Secretary, for conducting Secretarial Audit. The Secretarial Audit Report for the Financial Year ended March 31, 2024 is appended to this Report as Annexure-A. There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors, in their Audit Report for the Financial Year 2023-24 except for those detailed in the attached Auditors report included in the Annual Report.

d) Reporting of Fraud by Auditors:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor of the Company have reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Compliance with Secretarial Standards

During the year under review, the Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

Corporate Social Responsibility:

As per section 135 of the Companies Act, 2013, the Company is not required to undertake any CSR activities for the financial year 2023-24 and accordingly information required to be provided under Section 134 (3) (o) of the Companies Act, 2013 read with the Rule 9 of the Companies (Accounts) Rules, 2014 in relation to disclosure about Corporate Social Responsibility are currently not applicable to the Company.

Risk Management:

Our Company covered under the list of top 1000 Listed Companies on both the stock exchange(s) as on March 31, 2024 based on market capitalization. In view of Regulation 21 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Board of Directors of the Company has formed a Risk Management Committee to frame, implement, review and monitor the risk management plan for the Company. The Company has a risk management framework and the Committee on timely basis informs the Board Members about risk assessment and minimization procedures which in the opinion of the Committee may threaten the existence of the Company, if any. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The details of the functioning of the Risk Management Committee and its frequency of meetings are provided in Report on Corporate Governance forming part of this Annual Report. The Company follows a proactive risk management policy, aimed at protecting its assets and employees while at the same time ensuring growth and continuity of its business. Regular updates on the development in the business environment and the risk mitigation initiatives are provided to Board at its meeting.

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis report, which forms part of this Report.

Particular of Employees and related information:

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year: 1:1

b. The percentage increase / decrease in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager if any, in the financial year: Not applicable

c. The percentage increase in the median remuneration of employees in the financial year: 10%

d. There are 106 Permanent Employees on the rolls of the Company.

e. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: 8%

f. Affirmation that the remuneration is as per the remuneration policy of the company- Affirmed

The Information required under section 197 of the Act read with as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

g. The Statement showing the remuneration drawn by the top ten employees for the Financial Year 2023-24 : The Company does not have any employee who has received remuneration during the financial year, which in aggregate exceeds Rs. 1.02 Cr. Further, Company does not have any employee who employed for the part of the year and was in receipt of remuneration for any part of that year exceeding Rs. 8.50 Lakhs per month The statement containing the names of top ten employees will be made available on request sent to the Company on cs@dicabs.com.

Particulars of contracts or arrangements with related parties referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013:

The Board of Directors of the Company has formulated a policy on dealing with Related Party Transactions, pursuant to the applicable provisions of the Act and SEBI Listing Regulations. The same is displayed on the website of the Company at https://dicabs.com/investor/policies-code-of-conduct-practices/. This policy deals with the review and approval of related party transactions. All related party transactions are placed before the Audit Committee for review and approval.

During the year under review, all the related party transactions were entered in the ordinary course of business and on arms length basis. All related party transactions as required under Indian Accounting Standards - 24 (Ind AS-24) are reported in Note of Standalone Financial Statements.

Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of every contract or arrangements entered into by the Company with related parties including transactions entered on arms length basis are disclosed in the prescribed Form AOC-2 annexed as Annexure-B.

Annual Return

Pursuant to provisions of Section 92 of the Companies Act, 2013 the Annual Return of the Company as on 31st March, 2024 is available on the website of the Company and the same can be accessed on the Companys website at https://dicabs.com/investor/general-meeting-records/

Management Discussion & Analysis Report:

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.

Report on Corporate Governance

Your Company practices a culture that is built on core values and ethical governance practices. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics. In terms of Regulation 34 of the SEBI Listing Regulations, the Report on Corporate Governance for the Financial Year ended March 31, 2024 along with the certificate from the Secretarial Auditors of the Company confirming the compliance with regulations of corporate governance under the SEBI Listing Regulations is annexed to the Report on Corporate Governance and forms part of this Report.

Business Responsibility and Sustainability Report

As per Regulation 34 of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report is appended and forms part of this Report and can also be accessed on the Companys website at https://dicabs.com/investor/financial-reports/

Whistle Blower Policy

The Company has formulated a Vigil Mechanism-cum-Whistle Blower Policy ("Policy") as per the requirements of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The Policy is applicable to all Directors and Employees of the Company. As per the Policy, a whistle blower can make protected disclosures to the Chairman of the Audit Committee. During the Financial Year 2023-24, no unethical and/or improper practice or any other wrongful conduct in the Company by any person was reported under the said Policy. The said policy can be accessed on the website of the Company at weblink: https://dicabs.com/investor/policies-code-of-conduct-practices/

Disclosure under Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company has adopted zero tolerance for sexual harassment at workplace and has formulated a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Work Place in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act") and the Rules framed thereunder for prevention and redressal of complaints of sexual harassment at workplace. Your Company has complied with provisions relating to the constitution of Internal Committee under the POSH Act.

During the year under review, no complaints were received from any of the employees.

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

Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in the Annexure C to this report.

Particulars of Loans, Guarantees or investments made under section 186 of the Companies Act, 2013.

During the year under review, the Company has granted loans, guarantees and made an investment under the provisions of section 186 of the Companies Act, 2013. The details of Loans, Guarantees and Investment made, if any are given in the Notes to the Financial Statements, which forms part of this Report.

Material Changes and Commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company which have occurred between end of the Financial Year to which the Financial Statements relate and the date of this Report.

Significant and Material Orders passed by the Regulators or Courts:

During the Financial Year 2023-24, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operations in future.

Listing with Stock Exchanges:

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. The Company has paid the annual listing fees for the financial year 2023-24 to both the Stock Exchanges.

Cost Auditors and Records:

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain the Cost Records and Cost Accounts. Hence, the appointment of Cost Auditors is not applicable to the Company during the financial year 2023-24.

However, the appointment of Cost Auditors became applicable to the Company in this financial year 2024-25. For that, the Company has appointed M/s Dalwadi & Associates, Cost Accountants, (FRN: 000338) as the Cost Auditors of the Company to conduct the audit for the financial year 2024-25. The resolution for ratification of remuneration is provided in the Notice convening Annual General Meeting of the Company.

Managing Director (MD) and Chief Financial Officer (CFO) Certificate

In terms of the SEBI Listing Regulations, the certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from Mr. Pawan Lohiya, Whole-time Director (DIN: 03379216) and Chief Financial Officer, for the Financial Year 2023-24 with regard to the Financial Statements and other matters. The said Certificate is attached herewith as Annexure-D and forms part of this Report.

General Disclosure

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees;

b. Issue of sweat equity shares to employees of your Company under any Scheme;

c. Issue of equity shares with differential rights as dividend, voting or otherwise;

d. Issue of employee stock options scheme;

e. The Managing Director of the Company does not receive any remuneration or commission from any of its subsidiary;

f. There were no revisions in the financial statement(s);

g. There was no application made or proceeding pending under the Insolvency and Bankruptcy Code , 2016 (31 of 2016) during the year. However, the Company was admitted in Corporate Insolvency Resolution Process (CIRP) on 24th August, 2018. The Honble NCLT, Ahmedabad bench, vide its order dated 20 ^thJune, 2022 approved the Resolution Plan submitted by the Successful Resolution Applicant;

h. There was no instance of one-time settlement with any Bank or Financial Institution;

Acknowledgement

Your Directors acknowledge the support extended by the Securities and Exchange Board of India, Ministry of Corporate Affairs, Registrar of Companies and all other governmental and regulatory authorities for the guidance and support received from them including officials there at from time to time. Your Directors also place on record their sincere appreciation for the continued support extended by the Companys stakeholders in large including investors, customers, banks, financial institutions and well-wishers for their continued support during the year. Your Directors place on records their appreciation of the contribution made by the employees of your Company. Your Companys consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and behalf of the Board of Directors

Date: 25.07.2024	Maheswar Sahu (Retd IAS) Chairman
Place: Ahmedabad	DIN: 00034051