Ecoboard Industries Ltd Directors Report

To,

The Members of

Ecoboard Industries Limited

The directors are pleased to submit the annual report of Ecoboard Industries Limited (the "Company") along with the audited financial statements for the financial year (FY) ended on 31^st March, 2024.

Directors have tried to maintain coherence in disclosures and flow of the information by clubbing required information topic-wise, and thus certain information which is required in directors report is clubbed elsewhere and has to be read as a part of boards report.

1. FINANCIAL SUMMARY / HIGHLIGHTS

The financial performance of your Company:

Particulars	Current Year 2023-24	Previous Year 2022-23
Income:
Revenue from operations	2,975.59	3,859.85
Other Income	16.09	172.47
Total Income	2,991.68	4,032.23
Expenditure:
Cost of materials consumed	1,656.53	1,868.99
Purchase of Stock-in-Trade	0.00	3.69
Changes in inventories of finished goods, work-in-progress	270.49	181.49
Employee benefits expense	253.70	288.17
Finance costs	74.21	233.62
Depreciation	110.85	104.33
Other expenses	1,108.72	1,867.67
Total Expenses	3,474.50	4,547.96
Profit / (Loss) before exceptional items and tax	(482.82)	(515.64)
Add/(Less): Exceptional items	(236.28)	(201.32)
Profit / (Loss) before tax	(719.10)	(314.32)
Less: Tax expenses	7.42	0.00
Profit / (Loss) for the period	(726.52)	(314.32)
Other Comprehensive Income
Items that will not be reclassified into profit or loss	1.62	642.60
Total Comprehensive income for the year	(724.90)	328.28
Earnings / (Loss) per Share (Rs.)	(4.07)	1.84
-Basic	(4.07)	1.84
-Diluted

Financial performance

During the year 2023-24 your company has made turnover of Rs 2,975.59 Lakhs as compared to turnover of the previous financial year of Rs. 3,859.85 Lakhs, and the Company recorded the Loss for the year (before comprehensive income) was Rs. 726.52 Lakhs as against loss of Rs. 314.32 Lakhs in the previous financial year. Boards of Directors are very confident that the business of the Company will grow in upcoming years.

Year	Sales performance (Rs. Lacs)	PBT before Exceptional Items (Rs. Lacs)	PBT (Rs. Lacs)	PAT (Rs. Lacs)
2024	2,975.59	(482.82)	(719.10)	(726.52)
2023	3,859.85	(515.64)	(314.32)	(314.32)
2022	3,471.75	(93.21)	214.05	214.05
2021	1,502.07	(321.72)	1,125.63	1,125.63
2020	1,203.73	(331.92)	1,506.63	1,506.63

The "Energy" division has performed exceptionally well during the year, securing two significant orders. Currently, the division holds a strong order book, which positions it well for continued success and growth.

In contrast, the "Build" division faced a challenging first half of the financial year. However, the Board of Directors is committed to revitalizing the division and restoring its former success in the upcoming years. Strategic initiatives and focused efforts are being put in place to ensure a turnaround and drive future growth.

2. BUSINESS OVERVIEW

The Company specializes in the manufacturing and export of particle boards made from agricultural residues such as bagasse, rice husk, and cotton waste. Additionally, we are involved in the development and supply of process systems, plants, and machinery for various applications, including:

? Biogas Recovery

? Bio-Energy Generation

? Effluent Treatment

? Micro Filtration

? Fermentation

Our services are offered as turnkey manufacturers, suppliers of parts and equipment, or consultants, depending on client needs.

For a more detailed analysis of our operations, market conditions, and future outlook, please refer to the Management Discussion and Analysis Report, which is presented separately in the annual report.

3. SEGMENT WISE AND PRODUCT-WISE OPERATIONAL PERFORMANCE

Through this year, the company has continued to focus on designing and manufacturing breakthrough products in the EcoEnergy and EcoBuild divisions that are Carbon Capture and Storage (CCS) positive. Over the last 33 years of our existence, we have contributed to removing around 35 million tonnes of CO2 from the atmosphere.

Financial performance

During the year 2023-24 your company has made turnover of Rs 2,975.59 Lakhs as compared to turnover of the previous financial year of Rs. 3,859.85 Lakhs, and the Company recorded the Loss for the year (before comprehensive income) was Rs. 726.52 Lakhs as against loss of Rs. 314.32 Lakhs in the previous financial year. Boards of Directors are very confident that the business of the Company will grow in upcoming years.

Year	Sales performance (Rs. Lacs)	PBT before Exceptional Items (Rs. Lacs)	PBT (Rs. Lacs)	PAT (Rs. Lacs)
2024	2,975.59	(482.82)	(719.10)	(726.52)
2023	3,859.85	(515.64)	(314.32)	(314.32)
2022	3,471.75	(93.21)	214.05	214.05
2021	1,502.07	(321.72)	1,125.63	1,125.63
2020	1,203.73	(331.92)	1,506.63	1,506.63

The "Energy" division has performed exceptionally well during the year, securing two significant orders. Currently, the division holds a strong order book, which positions it well for continued success and growth.

In contrast, the "Build" division faced a challenging first half of the financial year. However, the Board of Directors is committed to revitalizing the division and restoring its former success in the upcoming years. Strategic initiatives and focused efforts are being put in place to ensure a turnaround and drive future growth.

2. BUSINESS OVERVIEW

The Company specializes in the manufacturing and export of particle boards made from agricultural residues such as bagasse, rice husk, and cotton waste. Additionally, we are involved in the development and supply of process systems, plants, and machinery for various applications, including:

? Biogas Recovery

? Bio-Energy Generation

? Effluent Treatment

? Micro Filtration

? Fermentation

Our services are offered as turnkey manufacturers, suppliers of parts and equipment, or consultants, depending on client needs.

For a more detailed analysis of our operations, market conditions, and future outlook, please refer to the Management Discussion and Analysis Report, which is presented separately in the annual report.

3. SEGMENT WISE AND PRODUCT-WISE OPERATIONAL PERFORMANCE

Through this year, the company has continued to focus on designing and manufacturing breakthrough products in the EcoEnergy and EcoBuild divisions that are Carbon Capture and Storage (CCS) positive. Over the last 33 years of our existence, we have contributed to removing around 35 million tonnes of CO2 from the atmosphere.

EcoBuild Division

Through EcoBuild, the sustainable building materials division of EcoBoard?, we are enabling customers to reach their sustainability goals. We continued to be instrumental in substituting high carbon emission products like steel, gypsum, cement, etc. by creating alternative products that have a positive impact on the environment.

We introduced a new product in the EcoBuild division, EcoPallets, EcoHeatlogs, EcoKindlings, which shows huge potential across industries globally.. In continuation to our pioneering innovations including EcoRak, we have recently initiated a large order for Worlds largest e-commerce company..

EcoBuild products continue to reach foreign shores, taking the agro-fibre from Indian farmers and earning revenue for the country.

EcoEnergy Division

As part of our commitment to sustainable energy solutions, we have seen a significant increase in demand for our EcoEnergy plants. These plants are designed to facilitate the production of Bio-CNG, which is a cleaner and more sustainable alternative to traditional fossil fuels. Our EcoEnergy plants utilize agricultural residues and other waste materials to generate bio-energy, thereby supporting environmental sustainability and contributing to energy self-sufficiency.

By focusing on the construction and development of these EcoEnergy plants, we are playing a pivotal role in advancing the production of sustainable biofuels. Our efforts align with global and national goals to combat climate change and promote renewable energy sources.

Looking ahead, we remain dedicated to innovating and expanding our capabilities in the realm of sustainable energy. Through continued investment and development in this sector, we aim to contribute meaningfully to a greener and more sustainable future.

EcoYou: Conscious Innovation

With over 33 years of pioneering work in sustainable building materials and a parallel track of progress in bio-energy solutions, we are entering a new phase of expansion and success. As part of this evolution, we are excited to consolidate all our offerings under the unified brand EcoYou.

Under the EcoYou brand, we will continue to serve you through our specialized divisions:

? Build: Focused on sustainable building materials

? Energy: Dedicated to bio-energy solutions

? Life: Products catered to industries like Hospitality, Health Care, Commercial spaces etc.

4. DIVIDEND

The Board of Directors of the Company did not declare any dividend during the Financial Year 2023-24 in view of losses.

5. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to the General Reserve.

Financial performance

During the year 2023-24 your company has made turnover of Rs 2,975.59 Lakhs as compared to turnover of the previous financial year of Rs. 3,859.85 Lakhs, and the Company recorded the Loss for the year (before comprehensive income) was Rs. 726.52 Lakhs as against loss of Rs. 314.32 Lakhs in the previous financial year. Boards of Directors are very confident that the business of the Company will grow in upcoming years.

Year	Sales performance (Rs. Lacs)	PBT before Exceptional Items (Rs. Lacs)	PBT (Rs. Lacs)	PAT (Rs. Lacs)
2024	2,975.59	(482.82)	(719.10)	(726.52)
2023	3,859.85	(515.64)	(314.32)	(314.32)
2022	3,471.75	(93.21)	214.05	214.05
2021	1,502.07	(321.72)	1,125.63	1,125.63
2020	1,203.73	(331.92)	1,506.63	1,506.63

The "Energy" division has performed exceptionally well during the year, securing two significant orders. Currently, the division holds a strong order book, which positions it well for continued success and growth.

In contrast, the "Build" division faced a challenging first half of the financial year. However, the Board of Directors is committed to revitalizing the division and restoring its former success in the upcoming years. Strategic initiatives and focused efforts are being put in place to ensure a turnaround and drive future growth.

2. BUSINESS OVERVIEW

The Company specializes in the manufacturing and export of particle boards made from agricultural residues such as bagasse, rice husk, and cotton waste. Additionally, we are involved in the development and supply of process systems, plants, and machinery for various applications, including:

? Biogas Recovery

? Bio-Energy Generation

? Effluent Treatment

? Micro Filtration

? Fermentation

Our services are offered as turnkey manufacturers, suppliers of parts and equipment, or consultants, depending on client needs.

For a more detailed analysis of our operations, market conditions, and future outlook, please refer to the Management Discussion and Analysis Report, which is presented separately in the annual report.

3. SEGMENT WISE AND PRODUCT-WISE OPERATIONAL PERFORMANCE

Through this year, the company has continued to focus on designing and manufacturing breakthrough products in the EcoEnergy and EcoBuild divisions that are Carbon Capture and Storage (CCS) positive. Over the last 33 years of our existence, we have contributed to removing around 35 million tonnes of CO2 from the atmosphere.

EcoBuild Division

Through EcoBuild, the sustainable building materials division of EcoBoard?, we are enabling customers to reach their sustainability goals. We continued to be instrumental in substituting high carbon emission products like steel, gypsum, cement, etc. by creating alternative products that have a positive impact on the environment.

We introduced a new product in the EcoBuild division, EcoPallets, EcoHeatlogs, EcoKindlings, which shows huge potential across industries globally.. In continuation to our pioneering innovations including EcoRak, we have recently initiated a large order for Worlds largest e-commerce company..

EcoBuild products continue to reach foreign shores, taking the agro-fibre from Indian farmers and earning revenue for the country.

EcoEnergy Division

As part of our commitment to sustainable energy solutions, we have seen a significant increase in demand for our EcoEnergy plants. These plants are designed to facilitate the production of Bio-CNG, which is a cleaner and more sustainable alternative to traditional fossil fuels. Our EcoEnergy plants utilize agricultural residues and other waste materials to generate bio-energy, thereby supporting environmental sustainability and contributing to energy self-sufficiency.

By focusing on the construction and development of these EcoEnergy plants, we are playing a pivotal role in advancing the production of sustainable biofuels. Our efforts align with global and national goals to combat climate change and promote renewable energy sources.

Looking ahead, we remain dedicated to innovating and expanding our capabilities in the realm of sustainable energy. Through continued investment and development in this sector, we aim to contribute meaningfully to a greener and more sustainable future.

EcoYou: Conscious Innovation

With over 33 years of pioneering work in sustainable building materials and a parallel track of progress in bio-energy solutions, we are entering a new phase of expansion and success. As part of this evolution, we are excited to consolidate all our offerings under the unified brand EcoYou.

Under the EcoYou brand, we will continue to serve you through our specialized divisions:

? Build: Focused on sustainable building materials

? Energy: Dedicated to bio-energy solutions

? Life: Products catered to industries like Hospitality, Health Care, Commercial spaces etc.

4. DIVIDEND

The Board of Directors of the Company did not declare any dividend during the Financial Year 2023-24 in view of losses.

5. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to the General Reserve.

6. EXTRACT OF ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the

Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended 31^st March, 2024, is available on the Companys website. The link to the annual report as per the Companies Amendment Act, 2017 is https://www.ecoyou.in/investor-relations and in accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://www.ecoyou.in/investor-relations.

7. SHARE CAPITAL

The Paid up capital of the company is Rs.1783.20 Lakhs. The Company issued Rs. Nil Equity Shares either with or without differential rights during the F.Y. 2023-2024 and hence, the disclosure requirements under section 43 and Rule 4 (4) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

8. LISTING ON STOCK EXCHANGES

The Companys shares are listed on BSE under Scrip Code 523732. The ISIN code of the Company is

INE866A01016. The Company has paid annual listing fees to the stock exchange for the Financial Year

2023-24.

9. LISTING REGULATIONS COMPLIANCE

Your Companys Equity Shares are listed on BSE Ltd. and the provisions of the Listing Obligation and Disclosures Requirement, Regulations, 2015 have been complied with.

10. NATURE OF BUSINESS

There was no change in the nature of business during the Financial Year under review.

11. DETAILS OF HOLDING/SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has no subsidiary/joint venture and hence consolidation and applicable provisions under the Companies Act, 2013 and Rules made thereunder are not applicable to the Company. Whereas as per Accounting Standard IND-AS 24 the following are considered as Related Party (Associate Company) of Ecoboard:

1 Vesar Furnitek Pvt. Ltd.,

2. Venkata Subba Raju Energy LLP,

3. Supra Investment Pvt Ltd,

4. Western Bio Systems India Pvt Ltd

12. PARTICULARS OF LOANS, ADVANCES, GUARANTEES AND INVESTMENTS

Pursuant to section 186 of Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), disclosure on particulars relating to Loans, advances, guarantees and investments are provided as part of the financial statements.

13. DIRECTORS AND KMP

Your Company has an appropriate mix of executive, non-executive and Independent Directors to maintain its independence, and separate its functions of governance and management. As on 31^st March, 2024, the Board had 6 members, consisting of two Executive Directors, one Non-Executive Woman director, 3 Independent Directors and none of the directors are disqualified under Section 164 of the Companies Act 2013.

A) Changes in Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Sujani Indukuri (DIN 07464714), Non - Executive Director of the Company, being longest in office since her last appointment has been determined to retire by rotation at the ensuing AGM and being eligible, offers herself for reappointment at the upcoming AGM, upon the terms and conditions, as per the provisions of Section 152(6) of the Companies Act, 2013 and based on the recommendation of the nomination and remuneration committee.

Board of Directors have proposed appointment of Mr. Nagesh Naryan Shetty (DIN:10696195) as Independent director of the company w.e.f. 1st August , 2024 for 5 years.His appointment will be made subject to the approval of shareholders.

Apart from the above, there is no change in the composition of the Board of Directors during the financial year 2023-24.

B) Declaration by an Independent Director(s) and re-appointment, if any

Composition of the independent directors is in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has received the Declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of Section 149(7) of the Companies Act, 2013 read with the schedules and Rules issued thereunder as well as Regulations 16 and Regulation 25 of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

C) Familiarization Program for Independent Directors

All independent directors inducted into the Board attend an orientation program. The details of the training and familiarization program are provided in the Corporate Governance report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The policy related to familiarization of Independent Directors is available on our website, at https://www.ecoyou.in/investor-relations.

D) Formal Annual Evaluation

Pursuant to Section 134 (3) (p) of Companies Act, 2013, the Board has conducted the formal annual evaluation of its own performance, its Committee and individual directors. Under Schedule IV of the Companies Act 2013, the Independent Directors have conducted the performance evaluation of Non-Independent Directors and the Board as a whole and also reviewed the performance of the Chairman.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of

the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

The details of Appointment, re-appointment and retirement by rotation of Directors and Key Managerial

Personnel (KMP) are included in Corporate Governance Report, and forms part of the boards report as "Annexure B".

14. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31, 2024, the Board has 6 members, two of whom are executive directors, one of whom is a non-executive and woman director and three independent directors. The details of Board and committee composition, tenure of directors, areas of expertise and other details are available in the corporate governance report that forms part of this Annual Report. 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 our website, at https://www.ecoyou.in/investor-relations.

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

15. COMMITTEES OF THE BOARD

As on 31^st March, 2024, the Board had three committees: the audit committee, the nomination and remuneration committee, and the stakeholders relationship committee. A majority of the committees consists entirely of independent directors. During the year, all recommendations made by the committees were approved by the Board. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report.

16. BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender that will help us retain our competitive advantage. The Board Diversity Policy adapted by the Board sets out its approach to diversity. The policy is available on our website, at https://www.ecoyou.in/investor-relations.

Additional details on Board diversity are available in the Corporate Governance Report that forms part of this Annual Report as "Annexure - E".

17. DIRECTORS RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with the Indian Accounting Standards (IND AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Companies Act, 2013 and guidelines issued by SEBI. The IND AS are prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting policies have been consistently applied except where a newly-issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. In terms of Section 134(3) (c) of the Companies Act, 2013, the directors confirm that:

a. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; the directors had 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 and loss of the company for that period;

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

c. that the annual accounts have been prepared on a going concern basis;

d. the directors had laid down proper internal financial controls which were in place and that the financial controls were adequate and were operating effectively.

e. that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, 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 Companys internal financial controls were adequate and effective during FY 2023-24.

18. MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2023-24, the Company held 6 (Six) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and Listing Regulations were adhered to while considering the time gap between two meetings.

Name of Director	Category	Attendance of meeting during 2023-24		*No. of other Directorship
		Board	Last AGM
Mr. Ramakrishna Raju	Managing Director &	6	Yes	0
Gottumukkala	CEO - Chairman
Mr. Praveen Kumar Raju	Executive Director & CFO	6	Yes	0
Gottumukkala
Mrs. Venkata Sujani Indukuri	Non-Executive Director	6	Yes	0
Mr. Uttam Sampatrao Kadam	Non-Executive & Independent	6	Yes	12
Mr. Siva Sankar Kalive	Non-Executive & Independent	4	Yes	0
Mr. P. V. V. Rama Raju	Non-Executive & Independent	6	No	0

19. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company is not required to transfer any amount of unpaid/unclaimed dividend or any other amount to the Investor Education and Protection Fund during the year under review.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREX EARNING AND OUTGO

The Company is committed towards conservation of energy and climate action which is reaffirmed in its Environmental Sustainability Policy (https://www.ecoyou.in/investor-relations).

Through the reporting year, initiatives were aligned towards achieving these targets. Having already switched over to Air conservation & water conservation using new valves. Also, upgraded to new boiler.

The Company supplies carbon negative material to all its customers enabling them to become lesser dependency on Carbon intensive materials.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule, 8 of The

Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure - A".

21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE

COMPANY

There were no material changes and commitments affecting the financial position of the Company which occurred at the end of the financial year to which the financial statements relate and the date of this report.

22. RISK MANAGEMENT

The Company has adopted the systems and procedures, to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the Companys business.

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a policy for Risk management with the following objectives:

Explain approach adopted by the Company for risk management

Define the organizational structure for effective risk management

Develop a "risk" culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.

23. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Your Company has an internal Control System which commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function lies with the Audit Committee. The Audit Committee monitors and evaluates the efficacy and adequacy of internal control systems, accounting procedures and policies.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. For more details, refer to the ‘Internal control systems and their adequacy section in the Managements discussion and analysis, which forms part of this Annual Report.

24. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION

PROHIBITION & REDRESSAL) ACT, 2013

The company is fully committed to their employees specially women workforce to provide them safe environment, to work with dignity and to provide them better workplace free from any kind of discrimination including sexual harassment. As per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, the company has constituted Internal Complaint Committee which is responsible for the redressal of complaint related to sexual harassment. No cases of sexual harassment and discriminatory employment were reported during the financial year ended 31^st March, 2024.

25. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has a Vigil Mechanism Policy in place to deal with instances, if any, of the fraud, mismanagement, misappropriations, if any and the same is placed on the Companys website.

26. MANAGERIAL REMUNERATION

Details as required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are contained in Corporate Governance Report.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring the names of top ten employees in terms of remuneration drawn are marked as Annexure in the annexure B. It is also to be stated here that there were no employees during the year who were in receipt of remuneration mentioned in Rule 5 (2)(I), (II) and (III) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

28. DEPOSITS

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

Explain approach adopted by the Company for risk management

Define the organizational structure for effective risk management

Develop a "risk" culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.

23. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Your Company has an internal Control System which commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function lies with the Audit Committee. The Audit Committee monitors and evaluates the efficacy and adequacy of internal control systems, accounting procedures and policies.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. For more details, refer to the ‘Internal control systems and their adequacy section in the Managements discussion and analysis, which forms part of this Annual Report.

24. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION

PROHIBITION & REDRESSAL) ACT, 2013

The company is fully committed to their employees specially women workforce to provide them safe environment, to work with dignity and to provide them better workplace free from any kind of discrimination including sexual harassment. As per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, the company has constituted Internal Complaint Committee which is responsible for the redressal of complaint related to sexual harassment. No cases of sexual harassment and discriminatory employment were reported during the financial year ended 31^st March, 2024.

25. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has a Vigil Mechanism Policy in place to deal with instances, if any, of the fraud, mismanagement, misappropriations, if any and the same is placed on the Companys website.

26. MANAGERIAL REMUNERATION

Details as required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are contained in Corporate Governance Report.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring the names of top ten employees in terms of remuneration drawn are marked as Annexure in the annexure B. It is also to be stated here that there were no employees during the year who were in receipt of remuneration mentioned in Rule 5 (2)(I), (II) and (III) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

28. DEPOSITS

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

29. CODE OF CONDUCT

i. Code of Conduct for Director and Senior Management of the Company: - The Company has adopted the Code of Conduct for the Directors and Senior Management of the Company. All Board Members and Senior Management Personnel have affirmed compliance with the code as on 31^st March, 2024.

ii. Code of Conduct for prevention of Insider Trading: - The Company has its own Code of Conduct for Prevention of Insider Trading which has been amended according to the SEBI (Prohibition of Insider Trading) Regulations, 2015.

30. CORPORATE GOVERNANCE

As a listed Company, necessary measures are taken to comply with provisions of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. The Report on Corporate Governance along with the certificate as stipulated confirming compliance with the conditions of Corporate Governance, the Managing Directors declaration as stipulated under the aforesaid Clause, Regulation and pursuant to Regulation 34 of the listing Regulations, Management Discussion and Analysis Report forms part of Annual Report.

31. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards on Board Meetings (SS-1) and on General Meetings (SS-2) have been duly followed by the Company. Also, Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

32. COMPENSATION AND DISCLOSURE ANALYSIS

The Companies Act, listing Regulations through various provisions require disclosure and analysis on executive, directors, KMPs and other employees compensation. The said information forms part of boards report annexed herewith as "Annexure B"

33. STATUTORY AUDITORS

Under Section 139 of the Companies Act, 2013 and the Rules made thereunder, M/s. Chaturvedi S K & Fellows LLP, Mumbai, (Firm Registration No. 112627W/W100843), were appointed as the Statutory Auditors of the company for the period of next 5 years with effect from the conclusion of 31^st Annual General Meeting to be held in the year 2022 to hold the office up to the conclusion of Annual General Meeting to be held for the financial year 2026-27.

The Auditors Report for fiscal 2024 is enclosed with the financial statements in this Annual Report and there were no qualifications, reservations or adverse remarks.

34. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SD Kolhe & Company, Pune, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. Secretarial Audit Report for the financial year 31^st March, 2024 is annexed herewith as

"Annexure D" in FORM MR-3.

The Secretarial Auditors certificate confirming compliance with conditions of corporate governance as stipulated under Listing Regulations, for fiscal 2024 is enclosed as "Annexure G" to the Boards report.

35. COMMENTS ON OBSERVATIONS ON SECRETARIAL AUDIT REPORT

The observation and qualification is annexed as "Annexure D".

36. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

37. MAINTENANCE OF COST RECORDS

Since the Company is not covered under the section 148(1) of Companies Act, 2013, therefore the maintenance of cost records is not required.

38. INDUSTRIAL RELATIONS

During the year under review, the Company enjoyed cordial relations with workers, employees, Bankers, Shareholders and all stakeholders at all levels.

39. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE

COMPANYS OPERATIONS IN FUTURE

There were no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

40. RATIO OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as Annexure B

41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report in compliance with the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 is marked as Annexure E and forms part of this Report.

42. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto has been annexed as per " Annexure-C".

43. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provision relating to CSR is not applicable to the company as the company does not meet the criteria prescribed under Section 135 of the Company Act 2013 read with Rules made thereunder.

44. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items since there were no transactions in these matters and/or they are not applicable to the Company during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

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

3. Issue of shares (including sweat equity shares) to employees of the Company under ESOS. 4. No significant or material orders were passed by the Regulators / Courts or Tribunals which would impact the going concern status of the Company and its future operations. 5. No fraud has been reported by the Auditors to the Audit Committee or the Board.

45. ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company for their hard work and commitment. Their dedication and competence has ensured that the Company will definitely overcome such turbulent situations and emerge as a significant and leading player in the industry.