KRN Heat Exchanger and Refrigeration Ltd Directors Report

ANNUAL RETURN

DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMPs)

The Companys Board, consisting of highly qualified individuals, maintains a balanced structure of Executive and Non-Executive Directors, Women Independent Directors with a majority of Independent Directors, in compliance with all regulations. This composition ensures effective leadership and oversight. The Board currently has 07 Directors (02 Executive Directors, 01 Non- Executive Director and 04 Independent Directors), one of them is Women Independent Directors. Furthermore, the Board engages in regular succession planning to maintain alignment with the Companys future needs.

• Re-appointment of the Directors

Pursuant to the provisions of Section 152(6) of the Act and other applicable provisions, if any, of the Act, read with the rules made thereunder and relevant clauses of the Companys Articles of Association, Mr. Manohar Lal (DIN 10040507), Non-executive, Non Independent Director, is due to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment. The Board, at their meeting held on August 12, 2026, has recommended his re-appointment for approval by the Members at the ensuing AGM of the Company.

The Notice of the ensuing Annual General Meeting contains the resolution for the above-mentioned proposed re-appointment.

Earlier, Mr. Santosh Kumar Yadav (DIN: 07789940), Chairman and Managing Director of the Company, retired by rotation at the 08th AGM of the Company, held on September 16, 2025. The Members of the Company, subsequently approved his re-appointment, to continue his service with the Company. His continued association underscores his significant contribution to the achievement of the Companys goals and his commitment to upholding the highest standards of corporate governance.

• Appointment / Resignation of the Directors and KMPs

During the financial year, The Board appointed Mrs. Meenakshi Sharma (DIN: 11153602) as an Additional Director, effective June 18, 2025. Subsequently, her appointment as a Non-Executive Independent Director was regularized by the shareholders at the Annual General Meeting held on September 16, 2025, for a term of three years commencing from June 18, 2025 to June 17, 2028.

Apart form mentioned above, during the financial year

2025-26, there was no change in the composition of the Board and no new Director was appointed. The Board continued to function with its existing Directors, ensuring continuity, stability and effective oversight. However, after the closure of the Financial Year, the Board, on the recommendation and approval of the Audit Committee, appointed Mr. Pawan Nawal as Chief Financial officer and Key Managerial Personnel (KMP) of the Company with effect from 15th May, 2026.

The disclosures required under Regulation 36 of the Listing Regulations and Secretarial Standards-2 ("SS- 2") on General Meetings including a brief resume, details of expertise and other directorships/committee memberships held by these Directors, form part of the Notice convening the ensuing AGM.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Sections 2(51) and 203 of the Act, read in conjunction with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), the Key Managerial Personnel ("KMPs") of the Company during the financial year were as follows:

Mr. Santosh Kumar Yadav, Managing Director Mrs. Anju Devi, whole-time Director

*Mr. Jitendra Kumar Sharma, Company Secretary & Compliance Officer

**Mr. Sonu Gupta, Chief Financial Officer ***Mr. Pawan Nawal, Chief Financial Officer

*Mr. Jitendra Kumar Sharma, has appointed as Company Secretary & Compliance Officer (CS&CO) of the Company w.e.f. 28th April, 2026

**Mr. Sonu Gupta, has been resigned from the position of Chief Financial officer of the Company w.e.f. 14th May, 2026 and redesignated as General Manager-Finance and Senior Management Personnel (SMP) of the Company w.e.f. 15th May, 2026.

***Mr. Pawan Nawal has appointed as Chief Financial officer (CFO) of the Company w.e.f. 15th May, 2026.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all Independent Directors as required under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, confirming that they meet the criteria of independence as laid down under Section 149(6) of the

Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations, respectively.

In compliance with Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the details of all the Independent Directors have been registered with the databank maintained by the Indian Institute of Corporate Affairs (IICA). Further, all the Independent Directors have passed the online proficiency self-assessment test conducted by IICA except those who have been exempted by the Act.

The Independent Directors of the Company strictly adhere to the Code for Independent Directors, as outlined in Schedule IV of the Act. Based on these declarations received from the Independent Directors, the Board has evaluated and confirmed that all Independent Directors remain independent of the management and are in full compliance with the relevant statutory provisions.

SHARE CAPITAL AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the Company remained unchanged during the financial year. As of 31st March, 2026 it stand at Rs. 72,00,00,000 consisting of 7,20,00,000 equity shares of a face value of Rs. 10/- each.

ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL

The issued, subscribed, and paid up equity share capital of the Company remained unchanged during the financial year. As of 31st March, 2026 it stand at Rs. 62,15,66,000 /- (Rupees sixty Two Crore Fifteen Lakhs Sixty Six Thousand Only) consisting of 6,21,56,600 equity shares of a face value Rs. 10/- each.

After the close of the financial year the Company issued and allotted 33,01,886 Equity Shares of face value Rs. 10 each to eligible qualified institutional buyers at the Issue price of Rs. 1,060.00 per Equity Share, i.e., at a premium of Rs. 1,050.00 per Equity Share (which includes a discount of 4.85% of the floor price, as determined in terms of the SEBI ICDR Regulations) against the floor price of Rs. 1,114.05 per Equity Share), aggregating to Rs. 34,999.99 lakhs, pursuant to the Issue.

Pursuant to the above allotment of Equity Shares in the Issue, the paid-up equity share capital of the Company stands increased from Rs. 62,15,66,000 consisting of 6,21,56,600 Equity Shares of Rs. 10 each to Rs. 65,45,84,860.00 consisting of 6,54,58,486 Equity Shares of Rs. 10 each.

During the period under review, the Company has not issued any preference shares.

ANNUAL LISTING FEE

The Annual Listing Fee for the financial year 2025-26 has been paid to both the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year, the Company has not declared dividends on the Equity Shares, therefore, provisions for transfer of unclaimed/unpaid dividend and shares to Investor Education and Protection Fund under the Companies Act, 2013 were not applicable.

KRN EMPLOYEE STOCK OPTION PLAN 2026 ("ESOP PLAN")

During the year under review, the Board in its meeting held on 12th January, 2026 on the recommendation of the NRC, had accorded its approval to implement the KRN Employee Stock Option Plan 2026 (ESOP Plan) and the same was approved by the Members of the Company at their Extra-Ordinary General Meeting (EGM) held on 15th April, 2026.

Further, pursuant to the applicable provisions of the Listing Regulations and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB & SE Regulations), the Company has applied for in-principle approval for the proposed issue of equity shares under the said the ESOP Plan from both the stock exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) where the equity shares of the Company are listed.

It is confirmed that the ESOP Plan is in compliance with the SBEB & SE Regulations and during the year under review no material changes were made to the ESOP Plan.

The Companys Employee Stock Option Scheme (ESOP) was approved by the Members on 15 April 2026, subsequent to the close of the financial year under review. Accordingly, as on 31 March 2026, no stock options had been granted, vested, exercised, lapsed, or remained outstanding. Therefore, the disclosures relating to ESOPs for the financial year ended 31 March 2026 are not applicable.

The requisite disclosures as mandated under SBEB & SE Regulations is available on the website of the Company at https:krnheatexchanger.com/wp-content/uploads/2026/08/ ESOP-DisclosureKRN.pdf

DIVIDEND

The Board does not propose to pay any dividend for the financial year ended 31st March, 2026. The Dividend

DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

There was no instance of one-time settlement with any Bank or Financial Institution during the financial year 2025-26.

AMOUNT TRANSFER TO RESERVES

Details with regard to amount transferred to reserves are provided in the Notes to Financial Statements forming part of this Annual Report.

PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the public pursuant to the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Additionally, the Company has not accepted loans/ borrowings from its Directors and their relatives during this period.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

No material changes and commitments have occurred between the end of the financial year of the Company and the date of this report which could affect the financial position of the Company, Except following:-

1. During the year under review, the Board of Directors, at its meeting held on 13 March 2026, approved the proposal to raise funds through issuance of equity shares by way of Qualified Institutions Placement (QIP). After the close of the financial year the Company issued and allotted 33,01,886 Equity Shares of face value Rs. 10 each to eligible qualified institutional buyers at the Issue price of Rs. 1,060.00 per Equity Share, i.e., at a premium of Rs. 1,050.00 per Equity Share (which includes a discount of 4.85% of the floor price, as determined in terms of the SEBI ICDR Regulations) against the floor price of Rs. 1,114.05 per Equity Share), aggregating to Rs. 34,999.99 lakhs.

2. During the year under review, the Board in its meeting held on 12th January, 2026 on the recommendation of the

NRC, had accorded its approval to implement the KRN Employee Stock Option Plan 2026 (ESOP Plan) and after the close of the financial year the Company the same was approved by the Members of the Company at their Extra-Ordinary General Meeting (EGM) held on 15th April, 2026. Further, pursuant to the applicable provisions of the Listing Regulations and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB & SE Regulations), the Company has applied for in-principle approval for the proposed issue of equity shares under the said the ESOP Plan from both the stock exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) where the equity shares of the Company are listed.

RISK MANAGEMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has implemented a dynamic and comprehensive Risk Management Framework designed to identify, assess, and mitigate risks across all business operations. This framework is integrated into our strategic planning and is in full alignment with regulatory requirements and industry benchmarks.

The Company is exposed to various financial and operational risks, including market risk, credit risk, liquidity risk, regulatory risk, human resource risk, and commodity price risk.

During the year under review, the Board has constituted Risk Management Committee (RMC), pursuant to the provisions of Regulation 21 read with Part D of Schedule II of the Listing Regulations to frame, implement and monitor the risk management process and framework of the Company. The details of the composition of the RMC, its terms of reference, number of meetings held during the financial year, attendance at meetings and other requisite details as required under Listing Regulations are provided in the Corporate Governance Report which forms part of the Annual Report.

Risk Management has been integrated with major business processes such as strategic planning, business planning, operational management and investment decisions to ensure consistent consideration of risks in all decision- making. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

To minimize the adverse consequence of risks on business objectives the Company has framed this Risk Management Policy pursuant to Regulation 17(9) of the Listing Regulations. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active

approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia includes financial risk, political risk, fidelity risk and legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

DETAILS WITH RESPECT TO THE ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

To ensure operational efficiency and financial integrity, the Board has implemented a comprehensive internal control framework. This includes robust policies and procedures designed for the safeguarding of assets, the prevention and detection of frauds and errors, and the ensuring of accuracy and completeness of accounting records.

The Audit Committee maintains active oversight, periodically reviewing the adequacy and effectiveness of these systems and recommending enhancements to meet evolving business needs.

Our internal financial control systems are fully compliant with the Ind AS, the Act, Securities and Exchange Board of India (SEBI) Regulations and other relevant legislative frameworks. By ensuring strict adherence to these standards, the Company reinforces its commitment to upholding the highest standards of corporate governance and regulatory compliance.

For a comprehensive understanding of the internal financial controls, including their effectiveness and alignment with the Companys strategic goals, please refer to the Management Discussion and Analysis section of this Report.

ANNUAL EVALUATION BY THE BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND DIRECTORS

The Board, pursuant to the provisions of the Act and Listing Regulations, has carried out an Annual Evaluation of its own performance, performance of the Board Committees and of the individual Directors (including the Independent Directors) on various parameters.

The criteria for the evaluation of the performance of the Board, the Committees of the Board and the individual Directors, including the Chairperson of the Board was approved by the Nomination and Remuneration Committee ("NRC") of the Company. The Board decided to circulate the set of questionnaires for the performance evaluation to the directors and on the basis of those questionnaires, the evaluation of the Board Committees and of the individual Directors (including the Independent Directors) was done for the FY 2025-26.

The performance evaluation of the Non-Independent Directors and Chairman of the Board was carried out by the Independent Directors in a separate meeting.

The Directors expressed their satisfaction with the evaluation process. Further, the evaluation process confirms that the Board and its Committees continue to operate effectively, and the performance of the Directors is satisfactory.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013 and the particulars of the employees who are covered under the provisions contained in Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached as Annexure II.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

During the period under review, the Company has not received any complaint under the Whistle Blower Policy of the Company.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE(S) Number of Meetings of the Board:

The Board met 9 (Nine) times during the financial year 202526.. The intervening gap between the meetings was within the time limit prescribed under the provisions of Section 173 of the Act and the Secretarial Standards (SS-1) issued by the Institute of Company Secretaries of India, and the SEBI Listing Regulations.

All related party transactions entered during the financial year were in the ordinary course of the business and at an arms length basis and the Company has not entered into any material related party transaction as stipulated under Regulation 23 of the Listing Regulations. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for FY 2025-26.

The detailed disclosure on related party transactions as per IND AS-24 containing name of related parties and details of the transactions entered into with them have been provided under Note No. 40 of the Standalone Financial Statements of the Company.

BOARD POLICIES

POLICY ON DIRECTORS AND KMP APPOINTMENT AND REMUNERATION

Pursuant to Section 134(3Xe) and Section 178(3) of the Act, the Nomination & Remuneration Committee (NRC) of your Board had fixed the criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limit, qualification / experience, areas of expertise and independence of individual.

We hereby affirm that the remuneration paid to all Directors during the financial year was in strict accordance with the terms and conditions stipulated in the Nomination and Remuneration Policy.

SELECTION AND PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS

The NRC is tasked with identifying and developing the core competency requirements for the Board, ensuring alignment with the Companys evolving industry landscape and strategic goals. Our current Board composition is the result of a deliberate analysis, ensuring a deep collective understanding of the Companys operations, financial health, and complex regulatory environment.

The NRC maintains a rigorous selection process that includes benchmarking potential candidates against identified competency gaps, conducting comprehensive due diligence, and performing background references. Prior to a formal recommendation to the Board, the NRC engages in detailed interviews with candidates to brief them on the specific expectations and expert knowledge required for their respective roles.

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

The Company has zero tolerance towards Sexual Harassment

of Women at Workplace and values the dignity of individuals and is committed to provide an environment, which is free of discrimination, intimidation and abuse.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (Act) and rules made there under, the Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment and Complying with the other applicable provisions of the Act.

As per the requirement of the POSH Act and Rules made thereunder, the Company constituted an Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment. The Committee is led by a senior-level female employee and includes an external member with expertise in the field. Beyond complaint resolution, the ICC focuses on preventive sensitization and policy adherence. The Board maintains active oversight of the ICCs activities and policy compliance, ensuring that a culture of accountability, trust, and transparency remains embedded across the organization.

Further, to reinforce compliance, real-time tracking, and central monitoring by the Ministry of Women and Child Development, the Company has successfully registered its establishment and active Internal Committee details on the Government of Indias SHe-Box Portal.

We prioritize a proactive approach through regular employee awareness workshops and specialized training for ICC members. Pursuant to the requirements of the POSH Act and the Listing Regulations, the details pertaining to complaints on matters pertaining to sexual harassment during the Financial Year 2025-26, are as below:

COMPLIANCE OF MATERNITY BENEFIT ACT, 1961

The Company has complied with provisions relating to the Maternity Benefit Act, 1961. as amended by the Maternity Benefit (Amendment) Act, 2017. All eligible women employees are entitled to maternity benefits, including paid leaves, as prescribed under the law.

The Company remains committed to supporting its women employees by providing a safe, inclusive and enabling workplace that encourages work-life balance and facilitates a smooth transition during and after maternity.

No complaints or grievances relating to maternity benefits were reported during the financial year 2025-26.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANYS CODE OF CONDUCT

The Board of Directors of the Company has approved a Code of Conduct and Business Ethics (Code) for all Board members, Key Managerial Personnel and Senior Management Personnel. All the members of the Board and Senior Management Personnel have affirmed the compliance of the same. A copy of the Code is available on the website of the Company viz. https:// krnheatexchanger.com/wp-content/uploads/2024/05/ Code-of-Conduct-for-Directors-and-Senior-Management- Personnel-Policy.pdf.

In accordance with the SEBI Listing Regulations, a formal declaration by the Chairman & Managing Director, affirming that all Board Members and Senior Management Personnel have complied with the Code of Conduct for the financial year ended March 31, 2026, is incorporated into the Corporate Governance Report forming part of this Annual Report.

CERTIFICATE FROM PRACTICING COMPANY SECRETARIES

Pursuant to the SEBI Listing Regulations, The Company hereby confirms that none of its directors have been debarred or disqualified from appointment or continuation as directors by the Securities and Exchange Board of India (SEBI), the Ministry of Corporate Affairs (MCA), or any other statutory authority. A certificate to this effect has been obtained from M/s Deepak Arora & Associates (Firm Registration No. P2001RJ080000), Practicing Company Secretaries, and is included as part of this report.

The Board is comprised of highly experienced individuals of esteemed repute, exhibiting a diverse and balanced mix of Executive and Non-Executive Directors, with a majority of Independent Directors.

FAMILIARIZATION PROGRAMS FOR INDEPENDENT DIRECTORS

In accordance with the provisions of Regulation 25(7) of the Listing Regulations, the Company has been conducting familiarisation programmes for Independent Directors. The familiarisation programme comprises of a combination of written communication, presentation made in various

meetings and interactions with the management team to provide the directors an opportunity to familiarize with the Company, its management, operation, policies and practices.

Further, periodic presentations are made at the Board and Committee meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved. Updates on relevant statutory changes are provided to the Directors in the Board meetings. Upon appointment, the Independent Directors are issued a letter of appointment setting out in detail the terms of appointment including their roles, functions, responsibilities and their fiduciary duties as a Director of the Company.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

Innovating for a sustainable future, the Company harnesses technology to tackle pressing environmental challenges, including climate change, water scarcity, and waste management. Equally important is its commitment to social responsibility, demonstrated by investments in digital skilling, fostering inclusive workplaces, prioritizing employee wellbeing, and empowering communities. Guided by its core values and overseen by a dedicated ESG team, the company is setting new standards for ethical and sustainable business practices.

CONFLICT OF INTERESTS

To ensure absolute transparency and the highest standards of corporate governance, all Directors provide annual disclosures regarding their external directorships and committee memberships, with timely updates provided as changes occur throughout the year.

This rigorous practice underpins the Companys commitment to identifying and preventing potential conflicts of interest. In line with statutory requirements and the Companys Code of Conduct, any Board Member having a personal interest or concern in a matter under discussion abstains from both the deliberation and the voting process for such transactions. This ensures that all Board decisions are made objectively and in the best interests of the Company and its stakeholders.

INSIDER TRADING CODE

The Company has instituted a mechanism to avoid Insider Trading and abusive self-dealing in the securities of the Company. In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

DIRECTORS AND OFFICERS LIABILITY INSURANCE (D&O)

The Company provides Directors and Officers Liability Insurance (D&O Insurance) to indemnify directors, including Independent Directors and Officers of the Company, against liabilities arising from negligence, breach of duty, misstatement in the performance of their duties or other related acts, in accordance with Regulation 25(10) of Listing Regulations

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

The prescribed particulars on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3Xm) of the Act, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are detailed in Annexure VI to this Boards Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There is no significant and material order was passed by the regulators or courts or tribunals impacting the going concern status and your Companys future operations;

INDUSTRIAL RELATIONS

In pursuit of sustainable, long-term growth and robust order book visibility, the Company maintains its pre-qualified and empanelled status with premier government authorities, public sector undertakings, and major institutional clients, thereby ensuring its continuous eligibility for high-value infrastructure tenders. To optimize project execution timelines, manage resource allocation, and mitigate operational risks associated

with complex engineering projects, the Company strategically enters into collaborative arrangements, including Joint Ventures, consortia, and structured sub-contracting agreements with select industry partners. These synergistic alliances successfully aggregate complementary technical expertise, financial capabilities, and operational strengths, thereby sharpening the Companys competitive advantage during the bidding stage and ensuring the successful delivery of large-scale, capital- intensive infrastructure assets.

OTHER INFORMATION

The Board states 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:

• As per rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

• As per rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme;

• No buyback of shares has been undertaken

• As per rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of employee stock options;

• Neither the Managing Director nor the Whole-time Directors have received any remuneration or commission from any subsidiaries of the Company except sitting fees as entitled as a Non-Executive Directors in subsidiary companies;

• The equity shares of the Company have not been suspended from trading by the SEBI and/ or Stock Exchanges;

• Since the Company has not formulated any scheme of provision of money for the purchase of own shares by employees or by the trustee for the benefit of the employees in terms of Section 67(3) of the Act, no disclosures are required to be made

• There was no revision of financial statements and the Boards Report of the Company during the year under review;

• No application has been made under the Insolvency and Bankruptcy Code, hence the requirement to disclose

the details of the application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

• The requirement to disclose the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions, along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their sincere appreciation to all the employees for their dedication and commitment. Their hard work and unstinted efforts enabled the Company to sustain its performance and consolidate its sectoral leadership.

The Board of Directors would like to express their sincere appreciation for assistance and co-operation received from vendors and stakeholders, including financial institutions, banks, Central and State Government authorities, customers and other business associates, who continued to extend their valuable support during the year under review. It will be the Companys endeavour to nurture these relationships in strengthening business sustainability.