Nirma Ltd Directors Report

To

The Members

Your Directors are pleased to present the 44^th Annual Report together with Audited Financial Statements of the Company for the financial year ended 31^st March, 2024.

FINANCIAL RESULTS

The financial performance of the Company is summarized below:

(Rs In crore)

Particulars	Consolidated		Standalone
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	10,403	11,349	7,268	8,561
Other Income	286	140	244	125
Operating Profit (EBITDA)	1,470	2,139	1,436	2,151
Less: (i) Finance Cost	291	211	231	163
(ii) Depreciation &Amortization Exp.	582	664	266	375
Profit Before Tax	597	1,264	939	1,613
Less: Total Tax Expenses	300	355	257	415
Profit for the year	297	909	682	1,198

DIVIDEND

With an objective to strengthen resources of the Company and for long term prospects, your Directors have decided not to recommend any dividend on shares for the year ended 31^st March, 2024.

During the year under review, the Company has transferred a sum of Rs29.32 crore to the Debenture Redemption Reserve.

FINANCIAL PERFORMANCE

Consolidated financial performance:

On Consolidated basis, your Company has registered revenue from operations of Rs10,403 crore for the financial year ended 31^st March, 2024 as against Rs11,349 crore in previous year, marginally reduced by 8% compared to the previous year. Consolidated Earnings before Finance Cost, Taxes, Depreciation and Amortisation (EBITDA) stood at Rs1,470 crore in FY 2023-24. After providing for taxation of Rs300 crore, your Company registered Net profit of Rs297 crore during the year under review compared to Rs909 crore of previous year.

The Net Worth of the Company on a consolidated basis stood at Rs9,504 crore as on 31^st March, 2024.

Standalone financial performance:

Your Companys revenue from operations for FY 2023-24 was Rs7,268 crore, decrease by 15% compared to Rs8,561 crore of previous year, mainly due to reduction in price of soda ash, caustic soda. Standalone EBIDTA stood at Rs1,436 crore during the year under review, lowered by 33% compared to ^2151 of previous year. Your company registered a Net Profit of Rs682 crore for FY 2023-24.

BUSINESS OVERVIEW

Your Company has a diversified business profile with presence across Industrial chemicals business which includes soda ash, caustic soda, linear alkyl benzene (LAB), salt, bromine and phosphoric acid, while consumer business includes soaps, detergents and edible salt. It has diversified revenue profile and geographical presence with capacities in India and USA., having production facilities in Bhavnagar for soda ash, caustic soda, purified phosphoric acid, bromine, salt and toilet soap, Porbandar for soda ash, Alindra for LAB and Mandali & Moraiya for detergent and soaps. It has soda ash operations in the USA at Searles Valley Minerals Inc, through its wholly-owned subsidiary, Karnavati Holdings Inc.

Industrial Chemical Business:

Soda ash, Caustic soda and LAB: Your Company is one of the largest producer of soda ash and also a leading producer of caustic soda. Since November 2007, the company thru its wholly owned subsidiary has also been operating in the US natural soda ash market after acquiring Searles Valley Minerals (SVM). Combining the US soda ash business, it is among the top seven soda ash producers globally, producing both synthetic and natural soda ash. The industrial chemicals business benefits from economies of scale, captive raw material linkages, integrated operations and logistics efficiencies.

As Soda ash, caustic soda and LAB, are inclined to global commodity dynamics, the companys profitability also partially exposed to global prices, demand-supply fluctuations and also forex fluctuations. However your Company has built established market position in this segment. The Company has also strengthened and established market position in Alkali Chemicals coupled with various cost initiatives that helped the Company in earning better profit margins. The standalone revenue from Soda ash, LAB, caustic soda registered at Rs3014 crore, Rs967 crore and Rs631 crore respectively during the year under review.

Other Chemicals: Your Companys operations are further backward integrated to manufacture n-paraffins and other chemicals too. Additionally, the company produces phosphoric acid, which along with bromine, uses chlorine as a by-product extracted while manufacturing caustic soda. It also manufactures various other chemicals and fertilizer products. These products helped to strengthen the operations of the Company.

Processed Minerals: This business segment constitutes the Companys operations in USA through its subsidiary, which manufactures a range of processed minerals such as Boron, Natural Soda Ash and others.

Consumer Business:

Soaps & Detergents: Your Company is a leading soaps and detergents player with a strong brand and market leadership in the economy segment, having vast distribution network. The Companys focus is on economy segment exposes it to competition from unorganized players. However, this is mitigated to an extent by the integrated nature of business, captive raw material supplies and benefits arising from a diversified business model, which ensures timely and adequate supply and facilitates greater control over quality and raw material cost. The Company has integrated operations with soda ash and LAB used in the manufacturing of soaps and detergents. The standalone revenue from Soaps and Detergent registered at ^ 1801 crore, during the year under review.

Edible Salt: Your Company is the second largest player in the edible salt business in the country with large and automated salt pans in Gujarat, which provide a steady supply of salt for soda ash production. The company has strong raw material linkages with 100% captive salt available for producing soda ash and caustic soda, limestone sourced both in-house and through imports, and power from captive power plants. The revenue from Salt registered at Rs438 crore during the year backed by strong demand for the product.

Utilities: Power and Fuel are one of the key inputs for the various products manufactured by the Company. The Company has the flexibility to utilize a variety of fuels from 3400 GCV to 8500 GCV and is optimizing the fuel mix strategy to its full advantage. Your Company has power generation facilities with present installed capacity of more than 237 MW.

The strength from Companys strong business profile, considering its strong market positions within key product segments and diversified product profile with integrated operations.

ACQUISITION OF GLENMARK LIFE SCIENCES LIMITED

During the year under review your Company has successfully acquired Glenmark Life Sciences Ltd ("GLS") under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time. For that, your Company entered into a definitive agreement with Glenmark Pharmaceuticals Limited and GLS in September 2023 to obtain a 75% stake in GLS.

In pursuance to the approval granted by Securities and Exchange Board of India by way of final observation on February 2, 2024, the open offer was made by the Company to the Public Shareholders of GLS to acquire up to 2,12,77,736 Equity Shares of Rs2/- each constituting 17.33% of the Voting Share Capital of GLS at a price of Rs631.20 per share. The open offer was opened on February 15, 2024 and closed on February 29, 2024. The Company acquired 906 shares on March 5, 2024,@ Rs631.20 per share, on completion of an open offer. In addition, 6,73,89,944 equity shares being 55% of share capital of GLS and 2,45,05,435 equity shares being 20% of share capital of GLS were acquired / credited on March 6, 2024 and March 12, 2024 respectively, pursuant to the Share Purchase Agreement from Glenmark Pharmaceuticals Ltd. The Company has acquired control over GLS and has become Promoter and holding Company of GLS from March 6, 2024.

GLS manufactures select, high-value, non-commoditised, APIs in therapyareas such as cardiovascular, central nervous system, pain management and diabetes. The company also provides contract development and manufacturing organisation services to a range of multinational and speciality pharmaceutical companies. It supplies its products to customers in India, Europe, North America, Latin America, Japan and the rest of the world. The company has four manufacturing facilities located in Ankleshwar, Dahej, Mohol and Kurkumbh.

The acquisition will strengthen Nirmas business profile by enhancing diversification with an additional stream of pharmaceutical revenue.

FINANCE

Your Company has a strong financial flexibility with a diversified mix of bankers and access to debt markets. The Company continuously focuses on effective planning towards the timely availability of finance at competitive rates, which contributes to its growth of the business. The Company has funded its requirements through a mix of internal cash accruals, short term and long term borrowings.

During the year under review, your Company has:

• Raised funds by issue of 3,50,000 Secured Listed Rated Redeemable Non-Convertible Debentures (NCDs Series VII) in three Tranches on private placement basis, aggregating to Rs3500 crore for acquisition of shares of Glenmark Life Sciences Limited.

• Raised Term Loan from four Banks aggregating to Rs2000 crore mainly for reimbursement of CAPEX of the Company, re-financing of existing debt, general corporate purpose and shoring up for net working capital.

• Raised short term funds by issuing Commercial Papers as and when required.

• Redeemed 3100, 7.75% Secured, Rated, Listed, Redeemable Non-Convertible Debentures (NCDs Series V) aggregating to Rs310 crore, on 2^nd June, 2023, on maturity.

• Redeemed 1000, 7.59% Unsecured, Rated, Listed, Non-Convertible Debentures (NCDs Series VI) aggregating to Rs100 crore, on 5^th January, 2024, on maturity.

• Prepaid existing outstanding term loans of Rs498 crore of three Banks.

• The Working Capital Consortium was reconstituted with induction of HDFC Bank Limited and Kotak Mahindra Bank Limited and exit of Citi Bank, BNP Paribas Bank, Union Bank of India (erstwhile Corporation Bank) for aggregate working capital facilities of Rs1900 crore with reconstituted Bank of Baroda consortium comprising eight member banks. The company was able to contain interest costs through the competitive sourcing of working capital borrowings.

During the year under review CRISIL and India Ratings & Research has assigned its rating as AA/stable for issue of Non-Convertible Debentures by the Company.

As at 31^st March, 2024, the credit ratings assigned to the Company for its borrowings including debt securities are:

• secured listed NCDs Series VII: CRISIL AA/Stable and IND AA/Stable

• long term banking facilities : CRISIL AA/Stable and ICRA AA/watch with Developing implications (withdrawn rating of ICRA after closure of financial year under review, on repayment of facilities)

• short term rating : CRISILA1+ and ICRAA1 +

MATERIAL CHANGES

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2023-24 and the date of this report.

SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURE

During the year, Glenmark Life Sciences Limited became subsidiary of the Company w.e.f. 6^th March, 2024 consequent upon acquisition of its equity capital aggregating to seventy five percentage.

As on 31^st March, 2024, the Company has one Wholly Owned Subsidiary with four step down wholly owned subsidiaries overseas and one Subsidiary in India.

Karnavati Holdings Inc. ("KHI"), USA (WOS of the Company), Searles Valley Minerals Inc. ("SVM"), USA (WOS of KHI) and Searles Domestic Water Company LLC, Trona Railway Company LLC & Searles Valley Minerals Europe (WOS of SVM), continued to be step down subsidiaries of the Company.

The highlights of performance of subsidiaries of the Company in the form of contribution of each of the subsidiaries and associates in terms of the revenue and profit is provided in Form AOC-1, which forms part of the Annual Report in terms of Section 129(3) of the Companies Act, 2013 ("the Act"). Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with other documents required to be attached thereto are available on the website of the Company.

SHARE CAPITAL

As at 31^st March, 2024, the paid up Equity Share Capital of the Company is Rs73.04 crore comprising of 14,60,75,130 Equity Shares of Rs5/- each. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

During the year, the authorised capital clause of the Company has been altered by reclassification and consolidation of several classes of Preference Shares capital of the Company, in pursuance to approval given by the members of the Company at the Annual General Meeting held on 15^th September, 2023.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Based on the recommendation of Nomination and Remuneration Committee ("NRC") and the approval of the Board of Directors of the Company, the members at their annual general meeting held on 15^th September, 2023 approved:

• Appointment of Shri Kaushikbhai Nandubhai Patel (DIN 00145086) and Smt. Tejalben A. Mehta (DIN 10125072) as Independent Directors of the Company for the first term of five years effective from 31^st March, 2023 and 18^th May, 2023 respectively;

• Re-appointment of Shri Shailesh V. Sonara (DIN 06592025) as a Whole Time Director designated as Director (Environment & Safety) of the Company for a period of 5 years, with effect from 1^st July 2023.

In the opinion of the Board, the Independent Directors appointed during the year possess requisite expertise, integrity and experience (out of two Independent Directors, one Director is not required to give online proficiency test and other Director shall comply with the provisions within the prescribed time frame) for such appointment.

As per the provisions of Section 152 of the Act, Shri Hiren K. Patel (DIN 00145149), Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re- appointment. The Board recommends his re-appointment.

The Company has received declarations from all the Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Act and SEBI (LODR) Regulations 2015. Based on the declarations, the Board confirms that the Independent Directors fulfill the conditions of independence specified in Section 149(6) of the Act and SEBI LODR Regulations. The Independent Directors have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

There has been no change in Key Managerial Personnel during the year under review. In terms of the provisions of Section 2(51) and Section 203 of the Act, Shri Hiren K. Patel, Managing Director, Shri Shailesh V. Sonara, Whole time Director, Shri Manan Shah, Chief Financial Officer and Shri Paresh Sheth, Company Secretary of the Company are the Key Managerial personnel of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3c) read with Section 134(5) of the Act, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures for the year ended 31^st March, 2024;

b) the directors have 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 of the company for that period;

c) 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 and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

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

NUMBER OF MEETINGS OF THE BOARD

During the year under review six meetings of Board of Directors were held on 25^th May, 2023, 20^th June, 2023, 8^th August, 2023, 21^st September, 2023, 26^th October, 2023 and 2^nd February, 2024. The gap between two meetings did not exceed one hundred and twenty days.

COMMITTEES

The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles as mandated under the Act. As at 31^st March, 2024, your Company has the following Committees to deal specific areas and activities:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Corporate Social Responsibility Committee

iv) Investment Committee

v) Committee of Directors

The Committees make informed decisions in line with the delegated authority. The minutes of the Committee Meetings were placed before the Board for review and noting.

Audit Committee:

Shri Kaushikbhai N. Patel, Independent Director has been appointed as Chairman of the Audit Committee and Smt. Tejalben A. Mehta, Independent Director has been appointed as a member of the Audit Committee, both effective from 18^th May, 2023. As at 31^st March, 2024 the Companys Audit committee comprised of:

(i) Shri Kaushikbhai N. Patel, Independent Director as Chairman

(ii) Smt. Tejalben A. Mehta, Independent Director as Member, and

(iii) Shri Shailesh V. Sonara, Whole time Director as Member.

The Board framed the Audit Committee for the purpose of effective compliance of the provisions of Section 177 of the Act. The brief terms of reference are:

• examination of the financial statements and auditors report thereon;

• review and monitor auditors independence and performance, and effectiveness of audit process;

• recommendation for appointment, remuneration of auditors;

• scrutiny of inter-corporate loans and investments;

• review compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations;

• approval or any subsequent modification of transactions with related parties;

• evaluation of internal financial controls and risk management system.

During the year under review, five meetings of the Audit Committee were held on 25^th May, 2023, 8^th August, 2023, 26^th October, 2023, 2^nd February, 2024 and 18^th March, 2024 and requisite quorum was present at all the meetings. The intervening gap between two meetings did not exceed one hundred and twenty days. The Chairman of the Audit Committee attended the last Annual General Meeting held on 15^th September, 2023 to answer shareholders queries.

All the recommendations made by the Audit Committee during the year under review were accepted by the Board. There was no instance of fraud which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and Rules framed thereunder, during the year.

Nomination and Remuneration Committee:

Shri Rakesh K. Patel, Vice Chairman (Non-executive Director) and Smt. Tejalben A. Mehta, Independent Director have been appointed as a member of the Nomination and Remuneration Committee ("NRC"), both effective from 18^th May, 2023. As at 31^st March, 2024 the Companys N RC comprised of:

(i) Shri Kaushikbhai N. Patel, Independent Director as Chairman

(ii) Shri Rakesh K. Patel, Vice Chairman (Non-executive Director) as Member, and

(iii) Smt. Tejalben A. Mehta, Independent Director as Member.

The Board framed the NRS for the purpose of effective compliance of the provisions of Section 178 of the Act. The brief terms of reference are:

• to formulate criteria for determining qualifications, positive attributes and independence of a Director;

• to identify persons who are qualified to become Directors and who may be appointed in Senior Management and to recommend to the Board their appointment /removal.

• to specify the manner for effective evaluation of performance of Board, its committees and individual directors.

The salient features of the Nomination and Remuneration Policy and changes therein:

The Companys Nomination and Remuneration Policy had been formulated and maintained inter alia to meet the objectives:

• to ensure that level and composition of remuneration is reasonable and sufficient to attract and motivate Directors, Key Managerial Personnel;

• to ensure balance between fixed and incentive pay for remuneration to Directors, key managerial personnel and senior management, reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

The salient features of the policy inter alia include:

• to formulate criteria for identification of persons to become director including qualifications, positive attributes and independence and to recommend their appointment;

• to approve and recommend term and Tenure for Managing Director, Whole Time Directors and Independent Directors;

• To identify persons who may be appointed in senior management & recommend their appointment;

• to recommend policy relating to remuneration of Directors, Key Managerial Personnel and Other Employees.

During the year under review, one meeting of NRC was held on 20^th June, 2023. The Nomination and Remuneration Policy of the Company is available on the website of the Company viz. www.nirma.co.in.

Corporate Social Responsibility Committee

Shri Kaushikbhai N. Patel, Independent Director has been appointed as a member of the Corporate Social Responsibility Committee ("CSR Committee"), effective from 18^th May, 2023. As at 31^st March, 2024 the Companys CSR Committee comprised of:

(i) Shri K. K. Patel, as Chairman;

(ii) Shri Kaushikbhai N. Patel, Independent Director as member; and

(iii) Shri Hiren K. Patel, Managing Director as member.

During the year under review, two meetings of CSR Committee were held on 25^th May, 2023 and 2^nd February, 2024.

Investment Committee

The Board has constituted "Investment Committee of Directors" entrusted with clearly defined roles and powers with specified limits mainly relating to borrow / invest funds, to grant / avail loan, to provide security, to give authority under various statutes etc. As at 31^st March, 2024 the Committee of:

(i) Shri Rakesh K. Patel,

(ii) Shri Hiren K. Patel,

(iii) Shri Shailesh V. Sonara and

(iv) Shri Kaushikbhai N. Patel

Seven meetings of the Investment Committee were held on 26^th April, 2023, 8^th May, 2023, 20^th May, 2023, 27^th November, 2023, 27^th December, 2023, 12^th February, 2024 and 22^nd February, 2024 during the year under review.

Committee of Directors

The Board, at its meeting held on 21^st September, 2023, constituted the Committee of Directors comprises of three members, Shri Hiren K. Patel, Shri Kaushikbhai N. Patel and Smt. Tejalben A. Mehta, with a majority of Independent Directors with specific terms of reference pertaining to acquisition of GLS and mater incidental thereto.

Two meetings of the Committee of Directors were held on 2^nd November, 2023 and 23^rd February, 2024 during the year under review.

EVALUATION

The Company has well defined framework for performance evaluation of the Board, its Committees, and individual Directors including Independent Directors and Chairman ("Evaluation"), in compliance with Sections 134 and 178 of the Act and Nomination and Remuneration Policy of the Company. In pursuance to the authorization given by the Board, the NRC of the Company has carried out an annual performance Evaluation.

The exercise of Evaluation was carried out through a structured questionnaire prepared after taking into consideration inputs received from the Directors, covering various aspects pertaining to structure and functioning of the Board and its committees, level of independence and management of the Board, fulfillment of function and duties assigned to the committees, effective contributions at the meetings, independence of judgment.

The Independent Directors of the Company met on 18^th March, 2024, without the attendance of Non- Independent Directors and members of the management to review the performance of the Board, committees, chairman and executive directors of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the board of directors.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 (3) of The Companies (Accounts) Rules, 2014 is annexed to this Report as Annexure - I and forms part of this Report.

AUDITOR & AUDITORS REPORT

M/s. Hemanshu Shah & Co., Chartered Accountants, (Firm registration no. 122439W), were appointed as Statutory Auditors of the Company to hold Office for a period of five years from the conclusion of 42^nd AGM with respect to financial year 2022-23 till the conclusion of the 47^th AGM, in pursuance to the provisions of Section 139 of the Act, read with rules made thereunder.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Act. The Auditors Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITOR & AUDIT REPORT

In pursuance to the provisions of section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Kashyap R. Mehta & Associates, Practicing Company Secretaries (Firm Registration No. S2011GJ166500) was appointed by the Board to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed as Annexure - II and forms an integral part of this report. There are no qualifications, reservations or adverse remarks given by the Secretarial Auditor in their report.

COST AUDITOR

In pursuance to provisions of section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly it has made and maintained such accounts and records. The cost records maintained by the Company are required to be audited by the Cost Auditor. Your Company has appointed M/s. B. Desai & Co., Cost Accountants (Partnership Firm Registration no. 005431) to conduct audit of cost records for the financial year ending 31^st March, 2025.

The resolution pertaining to remuneration payable to the Cost Auditors as may be approved by the Board, shall forms part of the notice convening the Annual General Meeting for ratification by members as required under the Act and rules made thereunder.

EXTRACT OFANNUALRETURN

Pursuant to Section 92(3) of the Act read with the applicable Rules framed thereunder, the Annual Return for the year ended 31^st March 2024 can be accessed on the Companys website www.nirma.co.in.

PARTICULARS OF EMPLOYEES

As per the provisions of the Act, your Company is not listed Company, since only debt securities of the Company are listed. The disclosure as required under section 197 (12) of the Act, read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to particulars of employees and remuneration are not applicable to the Company for the year under review.

SECRETARIAL STANDARD

During the year 2023-24, the Company has complied with the all applicable Secretarial Standards issued by the I nstitute of Company Secretaries of I ndia.

VIGIL MECHANISM

In pursuance to provisions of section 177 of the Act, the Company has in place Vigil Mechanism and also adopted Whistle Blower Policy as part of it under SEBI LODR and SEBI (Prohibition of Insider Trading) Regulations, 2015 available on the Companys website, to provide a formal mechanism to the Directors and employees to report their genuine concerns or grievances about unethical behaviour, serious misconduct or wrongful activities and fraud and instances of leak of unpublished price sensitive information.

The vigil mechanism of your Company provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provides for direct access to the management or to the Chairman of the Audit Committee in appropriate or exceptional cases. The Audit Committee of your Company oversees the functioning of Vigil Mechanism. No complaint was reported under said mechanism during the year 2023-24.

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Internal Complaints Committees have been set up by the Company to redress any complaints received related to sexual harassment of women at the workplace. No complaint was reported during the year2023-24.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

In pursuance to the provisions of section 186 of the Act, particulars of Loans given, Investments made and Guarantees given or security provided, are given in the notes to Financial Statements.

RELATED PARTY TRANSANCTIONS

All related party transactions entered into during the financial year were on an arms length basis. The Audit Committee approves the related party transactions in compliance with the provisions of the Act and gives prior Omnibus approval on a yearly basis for the related party transactions which are foreseeable and repetitive in nature under the authorized by the Board. Other Related Party Transactions were placed before the Audit Committee for review & approval and also before the Board for approval, wherever required.

Statement giving details of all related party transactions during the year 2023-24 were placed before the Audit Committee and the Board on a quarterly basis for review and noting. The details of related party transactions as are required under Indian Accounting Standard-24 are set out in the notes to the financial statements.

During the year under review, your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188(1) of the Act read with Rule 15(3) of the Companies

(Meetings of Board and its Powers) Rules, 2014. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable.

RISK MANAGEMENT & INTERNAL CONTROL

Your Company ensures risk management through robust framework in place. This framework enables identification of risk and opportunities, assessment of risk, mitigation planning and actions. Key risk indicators and control indicators are used to anticipate risks and assess effectiveness of their mitigation actions respectively. The functional head across the organization identifies the probable risks in their area of operation that affect the achievement of its objectives and such risks are assessed and responded appropriately under the framework. The Audit Committee has additional oversight in the area of financial risks and controls. The Company has adequately insured its assets against various risks.

Your Company has, in all material aspects, an adequate internal financial controls system put in place to ensure proper internal controls over financial reporting. Internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements and compliance with applicable accounting standards.

Apart from this, a well-defined system of internal audit is in place so as to independently review and strengthen these internal controls. The recommendations for strengthening internal control based on the observations made by internal audit department are reviewed by the Audit Committee on periodical basis and recommends steps for further improvement of the internal controls.

CORPORATE SOCIAL RESPONSIBILITY

The CSR activities during the year were under the thrust areas of promoting healthcare, education, making available safe drinking water, animal welfare, rural development, disaster management etc. The annual report on CSR activities for the financial year ended 31^st March, 2024 is set out in Annexure - III and forms an integral part of this report. The CSR Policy of the Company is available on the website of the Company at www.nirma.co.in.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements has been prepared in accordance with applicable Indian Accounting Standards and forms an integral part of this Report.

In pursuance to Section 129(3) of the Act read with rules framed thereunder and relevant Indian Accounting Standards as applicable, the Company has prepared its Consolidated Financial Statements with its subsidiaries which form part of this Annual Report.

DEPOSITS

During the year under review, your Company has not accepted any Deposit in pursuance to the provisions of Section 73 / 76 of the Act. No amount was outstanding towards unclaimed deposit as on 31^st March, 2024.

However, the Company has received a loan of Rs43.70 crore from relative of Promoter who are Directors, from time to time during the year @ 8% interest p.a. to meet the timely business requirements of the Company. They have furnished a declaration in writing to the effect that the amount was not been given out of funds acquired by them by borrowing or accepting loan or deposits from others.

GENERAL DISCLOSURES

Your Directors states that during the year under review:

1. the disclosures have been made in this report for the items as prescribed in section 134(3) of the Act and rule 8 of the Companies (Accounts) Rules, 2014 to the extent applicable and transactions took place on those items during the year under review;

2. no application has been made or any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016);

3. no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations in future;

4. no instances where the Company required the valuation for one-time settlement or while taking the loan from the Banks or Financial institutions.

ACKNOWLEDGMENT

Your Directors take this opportunity to express gratitude for the support and co-operation extended by all stake holders of the Company and look forward to their continued support in the future. Your Directors are pleased to place on record their appreciation for the support extended by Government and statutory authorities. Your Directors wish to place on record their appreciation for employees at all levels for their dedicated efforts and consistent contribution during the year.

	For and on behalf of the Board
Place: Ahmedabad	Dr. K. K. Patel
Date: 20th May, 2024	(DIN 00404099)
	Chairman