Gabriel India Ltd Directors Report

To,

The Members,

Your Directors present the 62^nd Annual Report on the business and operations of Gabriel India Limited (the Company), along with the Audited Financial Statements for the financial year ended March 31,2024.

FINANCIAL RESULTS

(Rs in million)

Particulars	Financial Year 2023-24	Financial Year 2022-23
Net Sales	33,032.13	29,264.93
Earnings before Interest, Tax and Depreciation and Amortisation (EBITDA)	2,929.70	2136.88
Finance Cost	54.36	45.85
Depreciation and amortisation expenses	565.77	485.85
Profit/(Loss) Before Tax (PBT)	2,500.38	1,779.08
Provision for Taxation:
- Current	669.71	435.53
- Deferred Tax	(20.93)	20.02
Profit/(Loss) After Tax (PAT)	1,851.60	1,323.53
Profit/(Loss) Account Balance at the beginning of the year	7,899.18	6,862.92
Profit available for appropriations	9,733.70	8,172.10
Appropriations:
Dividend on Equity Shares	452.48	272.92
Tax on Dividend	-	-
Transferred to General Reserves	-	-
Profit/(Loss) Account balance at the end of the year	9,281.21	7,899.18

FINANCIAL/PERFORMANCE HIGHLIGHTS

Your Company recorded net sales of Rs 33,032.13 million in financial year 2023-24 as compared to Rs 29,264.93 million in financial year 2022-23, a growth of 12.87%. It reported a 37.10 % growth in EBITDA to Rs 2,929.70 million, largely due to Volume growth across all business units viz 2&3 wheelers, Passenger cars, commercial vehicles and aftermarket. The Companys Profit before tax stood at 2,500.38, an increase of 40.54% over the financial year 2023-24. Profit after tax of the Company was pegged at Rs 1,851.59 million compared to Rs 1323.53 million in the financial year 2023-24. The EPS increased to 12.89 per share in financial year 2023-24 from Rs 9.21 per share in the financial year 2022-23.

BUSINESS OUTLOOK

The global economy showed resilience in CY 2023, recovering modestly at an estimated growth rate of 3.2%, according to IMF projections. This expansion was fueled by pent-up consumer demand, tight labor markets, and leftover savings from the pandemic era. Advanced economies saw mixed results, with the United States showing robust consumer spending growth of 2.5%, while the Eurozone lagged at 0.4% growth due to high energy prices. Emerging and developing economies outperformed, collectively growing at a stronger 4.3% clip driven by Chinas reopening and Indias domestic demand.

Indias economy continued to shine, with an impressive projected GDP growth of 7.6%, driven by robust domestic demand and supportive government policies. This stellar performance stemmed from increased capital expenditure, vibrant economic activity across sectors, and initiatives aimed at uplifting vulnerable segments. Indias global standing was significantly bolstered by its emergence as the worlds third-largest automobile market, producing 28.43 million vehicles during the April 2023 to March 2024 period. In the automotive sector, the passenger vehicle market is poised for significant 60% growth over the next three years, with major OEMs investing in new facilities. The commercial vehicle segment faces relatively lower growth prospects in India but presents ample global opportunities. The two- wheeler and three-wheeler market is anticipated to grow 11% in FY 2024-25, with OEMs launching new premium models.

Over the past 62 years, our commitment to cultural transformation and leadership empowerment has driven sustainable growth. We are integrating and stabilising new business streams to drive growth and business sustenance, ensuring continued success and value for our stakeholders. This has reinforced customer and stakeholder relationships through sustainable practices and prudent financial management. Investments in manufacturing excellence and research and development have solidified our standing as a trusted industry partner. Our comprehensive three-year localisation plan enhances market presence, efficiency, and customer engagement.

OPERATIONS

Throughout FY 2023-24, the Company delivered exceptional performance with record revenue growth, aligning with the auto industrys success. Demonstrating its dedication to Indias transformative auto sector, the Companys strategic alliance with Inalfa Roof Systems marked its entry into the burgeoning automotive sunroof segment. Key highlights included prestigious awards from Maruti Suzuki, M&M, and VECV for outstanding support, new technologies, product innovation, and sustainability initiatives. The Company made strides in cost management through its CoRe-90 program covering commodity prices, productivity, conversion costs and quality improvements. In the two- wheeler segment, it garnered accolades from HMSI, TVS, Bajaj, REML, Piaggio, and SMIPL for quality, sustainability, new product development and supply chain excellence, while successfully submitting a semi-active suspension proof of concept to TVS. With innovation, manufacturing excellence and strong customer relationships, the Company capitalised on emerging opportunities to maintain market leadership.

PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

Inalfa Gabriel Sunroof Systems Private Limited. (IGSSPL) became a wholly owned subsidiary of the Company on May 09, 2023. It is engaged in the business of engineering, designing, developing, manufacturing, assembly, marketing, sales, and distribution of automotive sunroofs and has completed its first financial year on March 31, 2024. It reported an operating revenue of Rs 599.79 million during the said financial year. This year, being the first year of the operation, the Company reported a loss of Rs 54.99 million. Gabriel Europe Engineering Centre BV (G.E.E.C.) was incorporated on July 14, 2023 in Belgium as a wholly owned subsidiary of the Company. The main activity of G.E.E.C. is to conduct research and to develop, purchase, sell, lease and promote automotive technology and products in a broad sense and which focus, inter alia, on the development and production of shock absorbers and has completed its first financial year on March 31, 2024. It reported an operating revenue of Rs 5.76 million during the said financial year. The profit after tax for the year is Rs 0.58. EBIDTA is reported at Rs 0.85 million.

A report containing the performance, financial position and the contribution of subsidiary companies to the overall performance of the Company as required by the Companies

Act, 2013 (hereinafter referred to the Act) is provided as an annexure (Form AOC-1) to the consolidated financial statements and hence are not repeated here for the purpose of brevity.

Further, no Company has ceased to be the subsidiary company during the year under review.

The Audited Financial Statements of each of the subsidiary companies are also available on the website of the Company at the web-link ittps://www.anandgroupindia.com/gabrielindia/investors/annual-reports/.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of your Company during the year.

MATERIAL CHANGES AND COMMITMENTS

During the year under review no material changes and commitments occurred between the end of the financial year as on March 31,2024, and the date of this report which affects the financial position of the Company.

CREDIT RATING

Your Company has obtained the credit rating from CRISIL Limited ("CRISIL) for its banking facilities. The agency has reaffirmed the Companys rating as CRISIL AA/Stable for long term facilities.

DIVIDEND

During the year under review your directors declared an interim dividend of 1.50 per equity share of Rs 1 each (previous year Rs 0.90 per equity share of Rs 1 each). This dividend amounted to Rs 215.47 million (Previous year Rs 129.27 million). This was distributed to shareholders, whose names appeared on the Register of Members as on November 17, 2023.

Your directors further recommended for the approval of shareholders a final dividend of Rs 2.50 per equity share of Rs 1 each (previous year Rs 1.00 per equity share of Rs 1 each). This proposed dividend will amount to Rs 359.10 million (previous year Rs 143.64 million). Income Tax Act, 1961, ("the IT Act") as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a company after April 01,2020, shall be taxable in the hands of members hence the dividend payout is exclusive of dividend distribution tax. The dividend, subject to its declaration, will be distributed to shareholders whose names appear on the Register of Members on Wednesday, August 07, 2024.

The Company also has its Dividend Distribution Policy which has been approved by the Board of Directors. The said policy is available on the Companys website at URL: https://www.anandaroupindia.com/aabrielindia/investors/ corporate-governance/

TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for the financial year 2023-24, after all appropriations and adjustments was Rs 9281.21 million.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, in terms of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 following dividend, corresponding shares and matured deposits along with the accrued interest were transferred to the Investor Education and Protection Fund following a due notice to the members. The same can be claimed by the respective investor through submission of Form IEPF-5.

The list of shareholders is available on Companys website at URL: https://www.anandgroupindia.com/gabrielindia/ investors/investor-information/. Future cash benefits like dividends on such transferred shares shall be transferred by the Company to bank account of IEPF authority.

1. Details of unclaimed/unpaid dividend and Corresponding shares transferred to IEPF:

Sr. Particulars No.	Amount of Dividend (Rs)	No. of Shares
1 Final Dividend FY 2015-16	1,805,269	48,550
2 Interim Dividend FY 2016-17	1,124,759	14,540

2. Details of matured fixed deposit along with interest accrued thereon transferred to IEPF:

Sr. Month for which No. amount was transferred	Amount of Unclaimed Matured Deposit (Rs)	Amount of Unclaimed Interest (Rs)
1 April 2023	-	5,250
2 May 2023	75,000	-
3 June 2023	-	27,642
4 July 2023	-	10,750
5 August 2023	-	9,720
6 September 2023	-	14,456
7 October 2023	-	-
8 November 2023	38,000	13,106
9 December 2023	-	1,221
10 January 2024	39,000	1,225
11 February 2024	-	11,572
12 March 2024	-	-

3. Details of resultant benefit arising out of shares already transferred to IEPF:

Sr. No. Particulars	Amount (Rs)
1 Final Dividend FY 2022-23	1,767,785
2 Interim Dividend FY 2023-24	1,950,793

SHARE CAPITAL

The issued, subscribed and paid-up equity share capital as on March 31, 2024, was 143.64 million comprising of 14,36,43,940 equity shares of 1 each. During the year under review, the Company did not issue any shares and did not grant stock options or sweat equity shares to employees. The details of the shareholding of the Directors as on March 31,2024, are as mentioned below:

Sr. Name of Director No.	Shareholding	% of shareholding
1 Mrs. Anjali Singh	6,41,942 equity shares	0.45
2 Mr. Manoj Kolhatkar	4,000 equity shares	0.003
3 Mrs. Pallavi Joshi Bakhru	22,500 equity shares	0.016

DEPOSITS

The Company has discontinued the acceptance of deposits with effect from November 09, 2015. Accordingly, no further deposits shall be accepted by the Company under the said scheme. The deposits already accepted under the said scheme up to November 07, 2015, were served till their applicable tenure. The details pertaining to deposits is as under:

Sr. No. Details	Amount (Rs in million) / Remark
Public deposits accepted during the year	NIL
ii Deposits that remained unpaid or unclaimed as at the end of the year	NIL
iii Whether there has been any default in repayment of deposits or payment of Interest thereon:	NIL NIL
a. at the beginning of the year	NIL
b. maximum during the year
c. at the end of the year
iv Details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013	NIL

MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year under review, seven (7) Board meetings and five (5) Audit Committee meetings were convened and held, the details of which are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between the meetings did not exceed the period 120 days as prescribed under the Companies Act, 2013.

COMMITTEES

The Company has the following committees, which have been established as a part of the corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

The details with respect to the compositions, powers, roles, terms of reference and number of meetings held during the year of relevant committees are given in Corporate Governance Report of the Company, which forms part of this Boards Report

MANAGEMENT

A. Directors

As on March 31, 2024, there were seven Directors on the Board of the Company, consisting of 1 Executive Chairperson, 1 Executive Director, 1 Non- Executive Director and 4 Independent Directors.

Sr. Name of Director No.	DIN	Position
1 Mrs. Anjali Singh	02082840	Executive Chairperson
2 Mr. Manoj Kolhatkar	03553983	Managing Director
3 Mr. Jagdish Kumar	00318558	Non-Executive Director
4 Mr. Pradeep Banerjee	02985965	Non-Executive Independent Director
5 Ms. Matangi Gowrishankar	01518137	Non-Executive Independent Director
6 Mrs. Pallavi Joshi Bakhru	01526618	Non-Executive Independent Director
7 Ms. Mahua Acharya	03030535	Non-Executive Independent Director

During the year under review, Mr. Atul Jaggi, Deputy Managing Director ceased to be the Executive Director of the Company with effect from February 29, 2024.

In accordance with Article 128, 129 and 130 of the Articles of Association of the Company and Section 152(6)(d) and (e) of the Companies Act, 2013, Mr. Jagdish Kumar retires by rotation and being eligible, offers himself for reappointment.

B. Declaration of independence and statement on compliance of code of conduct

The Non-Executive Independent Directors enlisted below have:

1. Provided a declaration under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence. The declaration from the said directors is attached as Annexure ‘A to this Report.

2. Complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

3. Complied with the Code of Conduct for Board of Directors, Members of Senior Management, and Insiders.

Sr. Name of the Director No.	DIN
1 Mr. Pradeep Banerjee	02985965
2 Ms. Matangi Gownshankar	01518137
3 Mrs. Pallavi Joshi Bakhru	01526618
4 Ms. Mahua Acharya	03030535

C. Formal Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Regulations of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (SEBI (LODR), 2015), the Board carried out an annual evaluation of its own, its Committees, the Chairperson, and the Directors, individually. A detailed note on the manner of evaluation forms a part of the Corporate Governance Report.

D. Key Managerial Personnel

There has been no change in the Key Managerial Personnel of the Company during the financial year 2023-24.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has in place a Nomination and Remuneration Policy which was duly approved by the Board in the financial year 2014-15. The remuneration, in all forms, paid to the Executive Directors was in compliance with the said policy. The remuneration to Non-executive Independent Directors in the form of commission and sitting fees was also paid in terms of the said policy. The disclosure of the details of the Nomination and Remuneration Policy forms part of the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Disclosures relating to Loans, Guarantees or Investments, as defined under Section 186 of the Companies Act, 2013, forms part of the Notes to the Financial Statement.

VIGIL MECHANISM

A Vigil Mechanism in the form of an Ethics Helpline and Whistle Blower Policy was established by the Company to trace and deal with instances of fraud and mismanagement. The details/report for the same was directly reported to the Audit committee Chairman. A brief note on the Whistle Blower Policy is disclosed in the Corporate Governance Report. The full text of Policy is available on Companys website at URL : https://www.anandgroupindia.com/wp- content/uploads/2018/01 /Gabriel-India-Whistle-Blower- Policy.pdf

INTERNAL CONTROLS AND SYSTEMS

The Company has established adequate internal control systems and vigilance systems to commensurate with the size of the business, nature of the business and risk management which are continuously evaluated by professional internal and statutory auditors of repute. The Company continues to improve the present internal control systems by implementation of appropriate policies and processes evaluated based on the Enterprise Risk Management, Internal Financial Controls and Internal Audits. Adequate benchmarking is done to upgrade the same from time to time and such update is based on the changes in the risk factors, probability and impact to the organisation. The Company has in place an adequate system to ensure effectiveness, efficacy of operations, compliance with applicable legislation, safeguarding of assets, adherence to management policies and promotion of ethical conduct.

A dedicated legal compliance cell ensures that the Company conducts its business with high standards of legal, statutory and regulatory compliances. The Audit committee reviews the internal control systems and procedures quarterly. The Company maintains a system of Internal Financial Controls (IFC) designed to provide a high degree of assurance on various business areas such as Inventory, Procure to Pay, Record to Report, Legal, Order to Cash, Fixed Assets, Human Resource, Information Technology regarding effectiveness and efficiency of operations, reliability of financial controls and compliance with laws and regulations. This is done by recording the results of key manual controls status across the Company and retaining the back-up of the same in a common secured server for future reference. The Audit committee periodically evaluates internal financial controls and risk management system.

BUSINESS RISK MANAGEMENT

Like any other industry, the Company faces several business risks. The Companys business is exposed to internal and external risks which are identified and revisited every year. For proper risk management, the Company has Risk Management Policy and a well-defined Risk framework comprising of Risk Governance, Risk Enabled Strategic Processes, Risk Enabled Operational Processes, Coordinated Risk Assurance and Technology Enablement. A Risk Management Committee formed and comprising of two Non-executive Independent Directors and one Non- executive Director meets every quarter to monitor various components of the risk framework in compliance to Risk Management Policy, review progress of actions planned and an update of the same is presented to the Board members. The Company has taken necessary actions for risk mitigation in the financial year 2023-24.

The key risks of the organisation are as under. The Company has plans to mitigate the same.

Industry Risk

The Company has customer relationships with a large number of OEMs in all business segments - 2&3 Wheelers, Passenger cars, Commercial vehicles and Railways which has substantially mitigated industry risk. Additionally, the Company is continuously widening its exports and aftermarket presence.

Competition Risk

The Company is working closely with customers to develop products collaboratively for their upcoming models. The Company has identified cost leadership as one of the key drivers to combat competition and is working aggressively to retain its cost competitiveness.

The Company is investing in automation and process upgradation, thus strengthening margins in the process. The Company invested in renewable energy with the objective to moderate costs in long term. Company is investing at locations close to customers location to garner new businesses.

The Company has drawn a technology road map and has taken up various projects under automation initiative to manage and mitigate technology risk arising due to dated software, lack of automation and high dependency of manual efforts.

For improvement of quality, initiatives such as COPQ 2.0 and AHQ have been implemented to aid in managing and mitigating risk of sub-standard product quality that may result in reduction of export volumes / increasing warranty costs.

The Company has developed plan with quarterly targets focusing on developing new products to ensure increase foothold in the market in line with long term strategic plans.

Procurement Risk

The Company has a rationalised vendor base to enhance purchasing efficiencies. The Company has successfully minimised excessive dependence on specific vendors. This was achieved by way of strategic partnerships, alternate sourcing, and vendor consolidation for high-risk vendors. The Company continues to use e-sourcing to get additional cost reductions from existing / new vendors on a regular basis. Annual cost reduction workshops are continuing to give new avenues to control the raw material costs. Import localisation has helped the Company to reduce strain on margins due to competitive pricing.

Export Risk

The Company commissioned a full-fledged Two Wheelers R&D Centre at Hosur in December 2013 and strengthened its R&D capabilities in its Passenger Cars, Commercial Vehicles and Railways Business Unit at Pune. A modern R&D Technology Center for Passenger Cars and Commercial Vehicles product development was established at Chakan, Pune.

The Company has set up a dedicated team to focus on exports for the regions of South Asia, ASEAN, the Middle East and Latin America. The Company is constantly working on upgrading its manufacturing processes to meet higher product standards for the export business.

Compliance Risk

The Company has adequate controls to ensure that all transactions are correctly authorised, recorded and reported. Its internal control system is supplemented by an extensive array of internal audits, reviews of findings and assessment of improvement opportunities across business processes, systems and controls. The Company has established compliance software across all Plants and at its registered office to ensure the same. The Company has identified additional risk of statutory and EHS compliance at key vendors for continuous monitoring.

Contingency Risk

This risk can arise due to unanticipated contingencies which may arise due to internal or external factors. The Company has defined Business Continuity Plan (BCP) and Disaster Recovery Plan (DRP) to ensure smooth running of business and operation, safeguarding of the assets, employee/ people/ visitor health safety and compliances. Adequate controls are updated and documented based on the risk factors, government guidelines, notifications issued from time to time. BCP plan outlines the procedures for immediate management level responses to manage the crisis which includes business recovery strategies. DRP plan outlines specific procedures required to recover and restore critical IT systems during such unanticipated disruptive events.

FRAUD REPORTED BY AUDITOR

During the year under review, no instance of fraud in the Company was reported by the Auditors.

EXPLANATION IN RESPOSE TO THE AUDITORS QUALIFICATION

During the year under review, neither Statutory Auditor nor Secretarial Auditor and Cost Auditor reported any qualifications, reservations, or adverse remarks in their respective reports.

CONTRACT AND ARRANGEMENT WITH RELATED PARTIES

During the year under review, the Company has not entered into any contract/ arrangement/ transaction with related parties which were either not at an arms length or not in the ordinary course of business and further could be considered material in accordance with the Policy of the Company on materiality of related party transactions. Hence, there is no information to be provided in Form AOC-2, while the particulars of all related party transactions in terms of IND AS 24 forms part of Notes to the Financial Statements provided in this Annual Report.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions is available on the Companys website.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the regulators or courts having competent jurisdiction, which could have an impact on the business of the Company under the going concern concept.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance is included in the Annual Report and the certificate from the Secretarial Auditors, confirming the compliance of conditions of Corporate Governance, as stipulated under SEBI (LODR), 2015 is annexed thereto.

MANAGEMENT DISCUSSION ANALYSIS

In terms of the provisions of Regulation 34 of SEBI (LODR), 2015, the Managements Discussion and Analysis is set out in this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Companys Corporate Social Responsibility Policy is hosted on the website of the Company. The Company has a CSR Committee to monitor adherence to Corporate Social Responsibility Policy and to track transactions related to Ongoing / Non-ongoing projects etc. A detailed report on the CSR activities inter- alia disclosing the composition of CSR Committee and CSR activities is attached as Annexure ‘B-I to this Report. Certification by Chief Financial Officer on disbursement and utilisation of Corporate Social Responsibility funds is attached as Annexure ‘B - II to this Report.

The disclosure pertaining to the constitution of committee and number of meetings held during the year forms part of the Corporate Governance Report which is a part of Annual Report.

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

As required under Section 134(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014, information relating to the foregoing matters is attached as Annexure ‘C to this Report.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has zero tolerance for sexual harassment at workplace. The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Through the policy, the Company has constituted a committee and established a grievance procedure through Internal Complaints Committee (ICC) for protection against victimisation.

During the year under review no complaint of sexual harassment was raised.

The Company is committed to providing a healthy environment for all its employees conducive to work without the fear of prejudice and gender bias.

AUDITORS Statutory Auditors

In 59^th Annual General Meeting held on August 04, 2021, Price Waterhouse Chartered Accountants LLP (PWC), were appointed as Statutory Auditors of the Company for a period of five years till the conclusion of the 64^th Annual General Meeting of the Company.

Secretarial Audit

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 appointed KPRC & Associates, a firm of Company Secretaries in practice, to undertake the Secretarial Audit. The self-explanatory Report of the Secretarial Audit is attached as Annexure ‘D to this Report.

Cost Audit

In terms of the provisions of Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit committee, approved the appointment of M/s. Dhananjay V. Joshi and Associates, Cost Accountants, Pune as Cost Auditors (Registration No. 00030) of the Company for financial year 2023-24 to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014. On recommendation of the Audit committee, the Board has recommended to the members, as per resolution set in item number 4 of the Notice of the forthcoming Annual General Meeting, the remuneration payable to the said Cost Auditors. M/s. Dhananjay V Joshi and Associates, have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment. The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of the Companies Act, 2013.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and

Administration) Rules, 2014 the Annual Return for financial year 2023-24 is available on Companys website at URL : https://www.anandaroupindia.com/aabrielindia/investors/ annual-reports/

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other detail as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure ‘E.

Statement containing particulars of top 10 employees and particulars of employees as required under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available on Companys website at URL: https://www.anandgroupindia.com/gabrielindia/investors/ annual-reports/.

None of the employees listed therein are related to any Director of the Company.

In furtherance to the above, Mrs. Anjali Singh, Whole-time Director of the Company has received remuneration from Asia Investments Private Limited, its holding company, for the financial year 2023-24.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

1) In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2024, and of the Profit of the Company for that period.

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing / detecting fraud and other irregularities.

4) The Directors have prepared the annual accounts on a going concern basis.

5) The Directors have laid down internal financial controls followed by the Company and that such financial controls are adequate and operating effectively.

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

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) AND THEIR STATUS

There are no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTION ALONGWITH THE REASONS THEREOF

There are no such events occurred during the period from April 01,2023 to March 31,2024, thus no valuation is carried out for the one-time settlement with the Banks or Financial Institutions

ACKNOWLEDGEMENTS

Your Directors wish to thank the collaborators, technology partners, financial institutions, bankers, customers, suppliers, shareholders and employees for their continued support and co-operation.

	For and on behalf of the Board
	Manoj Kolhatkar
Place: Pune	Managing Director
Date: May 23, 2024	(DIN 03553983)