Pansari Developers Ltd Management Discussions

INDUSTRY TRENDS & DEVELOPMENT

Your Company is primarily engaged in Construction and Real Estate Development of residential and commercial projects in and around Kolkata, West Bengal. Your company was incorporated as "Pansari Developers Private Limited" on April 22, 1996 under the provision of the Companies Act, 1956 with the Registrar of Companies, Kolkata. The name of your company was changed to "Pansari Developers Limited" vide a fresh certificate of incorporation dated June 21, 2016; subsequently your company was converted into Public Limited Company. The company got listed on the National Stock Exchange main Board on 18th October, 2021.

BUSINESS OVERVIEW

The Real Estate sector is most globally recognized sectors. In India, real estate is the second largest employer after agriculture and is slated to grow at 30 percent over the next decade.

The Construction industry ranks third among the fourteen major sectors in terms of direct, indirect and induced effects in all sectors of the economy.

FUTUREOUTLOOK

The company is exploring at growth opportunities, our residential portfolio currently covers projects catering to customers across all income groups. We believe that we have established a successful track record in the real estate industry in Kolkata, West Bengal by developing versatile projects through our focus on innovative architecture, strong project execution and quality construction.

OUR STRENGTH

• Strong presence in Kolkata.

• Well known brand image and reputation.

• Focus on quality construction.

• Well qualified and experienced management team.

• Cordial relationship between management and labour.

OPPORTUNITIES & THREATS

Your company expects demands from the mid income and affordable residential segment to improve as we believe there is significant demand in this category across the country. There is a strong upturn in the commercial real estate sector also.

Unfavorable changes in government policies and the regulatory environment can adversely impact the performance of the sector. There are substantial procedural delays with regards to land acquisition, land use, project launches and construction approvals. Retrospective policy changes and regulatory bottlenecks may impact profitability and affect the attractiveness of the sector and companies operating within the sector.

HUMAN RESOURCE MANAGEMENT

Employees are vital to PANSARI and we are committed to make PANSARI a preferred place to work with a career growth oriented professional environment with a sense of ownership. As at 31st March, 2023, the Company had 110 employees.

OUTLOOK

The real estate sector is on the cusp of recovery supported by an improvement in macroeconomic fundamental and policy environment. The combination of strong sales, weak market condition that support rapid business development and a strengthening commercial market provide us with a great opportunity to generate strong free cash flows and disproportionately scale our business in financial year 2022-23.

Real estate industry is cyclical and we anticipate that we are at the end of the cycle of slowdown. The wave of positive sentiments is quite evident and recovery is getting stronger. With the real estate regulatory amendments, credibility and positivist is building up confidence in the minds of investors who will sooner or later get drawn back into the market.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the company. The scope of work for Internal Auditors, which is reviewed and expanded as required, addresses issues related to internal control systems particularly those related to regulatory compliance. Pre-audit and post-audit checks and reviews ensure that audit observations are acted upon. Audit Committee of the Board of Directors reviews the Internal Audit Reports and adequacy of internal controls.

RISK AND CONCERN

Every business has both risk and return and they are inseparable. As a responsible management, the companys principal endeavour is to maximize returns. The company continues to take all steps necessary to minimize its expenses through detailed studies and interaction with experts. With regular check and evaluation business risk can be forecasted to the maximum extent and thus corrective measures can be taken in time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conversation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:

A. CONSERVATION OF ENERGY

The Company is not carrying out any manufacturing operation; hence its operations do not account for substantial energy consumptions. Accordingly, the Company is not required to furnish information in Form A under the head "Conservation of Energy" under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. However, the Company is taking all possible measures to conserve energy. Several environment friendly measures to conserve energy have been adopted by the Company such as:

• Power shutdown of idle monitors.

• Minimizing air-conditioning usage.

• Shutting off all the lights when not in use.

• Educating and making the employees aware to save power.

B. TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT

The Company has not incurred any expenditure on Research & Development. Your Company has not imported technology from the beginning of the financial year.

i) The efforts made towards technology absorption: N.A.

ii) The benefits derived like product improvement, cost reduction, product development or import substitution: N.A.

iii) In case of imported technology: N.A.

iv) The details of technology imported: N.A.

v) The year of Import: N.A.

vi) Whether technology has been fully absorbed: N.A.

vii) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A.

viii) The expenditure incurred on Research and Development: N.A.

(Amount in

Particulars	As on 31.03.2023	As on 31.03.2022
a) Earnings in foreign exchange	Nil	Nil
b) Expenditure/outgo in foreign exchange	Nil	Nil

Place : Kolkata Date : 14^th August 2023

Mahesh Kumar Agarwal

Managing Director (DIN: 00480731)

Ankit Agarwal

Whole Time Director (DIN: 02804577)

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN as on financial year ended on 31.03.2023

Annexure "G"

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I REGISTRATION & OTHER DETAILS:

CIN	L72200WB1996PLC079438
ii Registration Date	22.04.1996
iii Name of the Company	Pansari Developers Limited
iv Category/Sub-category of the Company	Company Limited by Shares/Non- Govt Company
v Address of the Registered office & contact detai ls	14, N. S. Road, 4th Floor, Kolkata- 700001 Phone: (033) 40050500 Email Id : cs@pansaridevelopers.com Website: www.pansaridevelopers.com
vi Whether Company is Listed	Yes
vii Name, Address & contact details of the Registrar & Transfer Agent, if any.	Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai-400078, Maharashtra Tel No.:+91-022-61715400, Email: kolkata@linkintime.co.in

 

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated:-
SL No Name & Description of main products/services	NIC Code of the Product /service			% to total turnover of the company
1 CONSTRUCTION	45201			100
III PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES
SL No Name & Address of the Company		CIN/GLN	HOLDING/ SUBSIDIARY/ ASSOCIATE		% OF SHARES HELD	APPLICABLE SECTION
N.A.		N.A.	N.A.		N.A.	N.A.

 

IV. SHARE HOLDING PATTERN (Equity Share Capital Break-up as percentage of Total Equity) i) CATEGORY WISE SHARE HOLDING
Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF	1,28,89,499	-	1 , 2 8,89,499	73.88	1,28,89,499	-	1 , 2 8,8 9 , 49 9	73.88	-
b) Central Govt	-	-	-	-	-	-	-	-	-
c) State Govt (s)	-	-	-	-	-	-	-	-	-
d) Bodies Corp.	-	-	-	-	-	-	-	-	-
e) Banks / FI	-	-	-	-	-	-	-	-	-
f) Any other	-	-	-	-	-	-	-	-	-
Sub Total A(1) :	1,28,89,499	-	1,28,89,499	73.88	1,28,89,499	-	1,28,89,499	73.88	-
(2) Foreign
a) NRIs- Individuals	-	-	-	-	-	-	-	-	-
b) Other- Individuals	-	-	-	-	-	-	-	-	-
c) Bodies Corp.	-	-	-	-	-	-	-	-	-
d) Banks/FI	-	-	-	-	-	-	-	-	-
e) Any Other	-	-	-	-	-	-	-	-	-
Sub Total A(2) :	-	-	-	-	-	-	-	-	-
Total shareholding of Promoter (A) = A(1)+A(2)	1,28,89,499	-	1,28,89,499	73.88	1,28,89,499	-	1,28,89,499	73.88	-
B. Public Shareholding
1. Institutions
a) Mutual Funds	-	-	-	-	-	-	-	-	-
b) Banks / FI	-	-	-	-	-	-	-	-	-
c) Central Govt	-	-	-	-	-	-	-	-	-
d) State Govt (s)	-	-	-	-	-	-	-	-	-
e) Venture Capital Funds	-	-	-	-	-	-	-	-	-
f) Insurance Companies	-	-	-	-	-	-	-	-	-
g) FIIs	-	-	-	-	-	-	-	-	-
h) Foreign Venture Capital Funds	-	-	-	-	-	-	-	-	-
i) Others (specify)	-	-	-	-	-	-	-	-	-
Sub-total (B)(1):-	-	-	-	-	-	-	-	-	-

 

2. Non-Institutions
a) Bodies Corp.
i) Indian	-				-
ii) Overseas	-	-	-	-	-	-	-	-	-
b) Individuals
i) Individual shareholders holding nominal share capital up to Rs. 2 lakh	1,88,733	-	1,88,7 33	1.08	1,88,8 64		1,88,864	1.08	-
ii) Individual shareholders holding nominal share capital in excess of Rs 2 lakh	86,374	-	86,37 4	0.50	86,3 74		86,374	0.50	-
c) Others (specify)	-	-		-	-	-	-	-	-
Hindu Undivided Family	1,10,203	-	1,10,203	0.63	1,10,580	-	1,10,580	0.63	-
Clearing Member	16	-	16	0.00	-	-	-	0.00	-
Non resident Indians (Repeat)	125		1 2 5	0.00	280		280	0.00
Bodies Corporate	4,171,850	-	41,71,8 5 0	23.91	4,171,203	-	4,171,203	23.91	-
Sub-total (B)(2):-	45,57,301	-	45,57,3 0 1	-	4 5,57,301	-	45,57,301	-	-
Total Public Shareholding (B)=(B)(1)+ (B)(2)	45,57,301	-	45,57,30 1	-	4 5,57,3 01	-	45,57,301	-	-
C. Shares held by Custodian for GDRs & ADRs	-	-		-	-	-	-	-	-
Grand Total (A+B+C)	1,74,46,800	-	1,74,46,8 0 0	100.00	1,74,46,800	-	1,74,46,800	100.00	-

ii). Shareholding of Promoters and Promoter Group

Sr. No. Shareholders Name	Shareholding at the beginning of the year (As on 01.04.2022)			Share holding at the end of the year (As on 31.03.2023)
	No. of Shares	% of total Shares of the company	% of Shares Pledged/ encumbered to total shares	No. of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares	% Change in shareholding during the year
1 Kishore Kumar Agarwal	5,98,150	3.43	0	5,98,150	3.43	0	0.00
2 Sajjan Agarwal	6,34,349	3.64	0	6,34,349	3.64	0	0.00
3 Sudha Agarwal	6,41,200	3.68	0	6,41,200	3.68	0	0.00
4 Koushalya Agarwal	6,24,000	3.58	0	6,24,000	3.58	0	0.00
5 Mahesh Kumar Agarwal	6,36,000	3.65	0	6,36,000	3.65	0	0.00
6 Amita Agarwal	6,54,000	3.75	0	6,54,000	3.75	0	0.00
7 Dinesh Agarwal	6,30,800	3.62	0	6,30,800	3.62	0	0.00
8 Kishore Kumar Agarwal & Sons (HUF)	12,00,000	6.88	0	12,00,000	6.88	0	0.00
9 Mahesh Kumar Agarwal (HUF)	19,36,200	11.10	0	19,36,200	11.10	0	0.00
10 Anita Agarwal	6,24,000	3.58	0	6,24,000	3.58	0	0.00
11 Amit Agarwal	2,04,000	1.17	0	2,04,000	1.17	0	0.00
12 Rachna Agarwal	6,00,000	3.44	0	6,00,000	3.44	0	0.00
13 Shrey Agarwal	6,39,000	3.66	0	6,39,000	3.66	0	0.00
14 Ankit Agarwal	6,30,200	3.61	0	6,30,200	3.61	0	0.00
15 Sajjan Kr. Agarwal (HUF)	6,68,400	3.83	0	6,68,400	3.83	0	0.00
16 Ambika Agarwal	6,39,000	3.66	0	6,39,000	3.66	0	0.00
17 Dinesh Kr. Agarwal (HUF)	13,30,200	7.62	0	13,30,200	7.62	0	0.00
Total	1,28,89,499	73.88	0	1,28,89,499	73.88	0	0.00

iii). Change in Promoters Shareholding

Sl. No. Shareholders Name	Shareholding		Date	Increase/ Decrease in Shareholding	Reason	Cumulative Shareholding during the year
	No. of shares at the beginning (01.04.2022)	% of total shares of the company				No. of shares	% of total shares of the company
1 Kishore Kumar Agarwal	5,98,150	3.43	-	-	-	5,98,150	3.43
2 Sajjan Agarwal	6,34,349	3.64	-	-	-	6,34,349	3.64
3 Sudha Agarwal	6,41,200	3.68	-	-	-	6,41,200	3.68
4 Koushalya Agarwal	6,24,000	3.58	-	-	-	6,24,000	3.58
5 Mahesh Kumar Agarwal	6,36,000	3.65	-	-	-	6,36,000	3.65
6 Amita Agarwal	6,54,000	3.75	-	-	-	6,54,000	3.75
7 Dinesh Agarwal	6,30,800	3.62	-	-	-	6,30,800	3.62
8 Kishore Kumar Agarwal & Sons (HUF)	12,00,000	6.88	-	-	-	12,00,000	6.88
9 Mahesh Kumar Agarwal (HUF)	19,36,200	11.10	-	-	-	19,36,200	11.10
10 Anita Agarwal	6,24,000	3.58	-	-	-	6,24,000	3.58
11 Amit Agarwal	2,04,000	1.17	-	-	-	2,04,000	1.17
12 Rachana Agarwal	6,00,000	3.44	-	-	-	6,00,000	3.44
13 Shrey Agarwal	6,39,000	3.66	-	-	-	6,39,000	3.66
14 Ankit Agarwal	6,30,200	3.61	-	-	-	6,30,200	3.61
15 Sajjan Kumar Agarwal (HUF)	6,68,400	3.83	-	-	-	6,68,400	3.83
16 Ambika Agarwal	6,39,000	3.66	-	-	-	6,39,000	3.66
17 Dinesh Kumar Agarwal (HUF)	13,30,200	7.62	-	-	-	13,30,200	7.62

iv) Shareholding Pattern of top ten Shareholders

(Other than Directors, Promoters and Holders of GDRs and ADRs):

Sl No For Each of the Top 10 Shareholders	Shareholding at the beginning of the year				Cumulative Shareholding during the year
	No . of shares		% of total shares of the company		No . of shares		% of total shares of the company
1 Mahesh Kr Agarwal (HUF)
At the beginning of the year	19,36,200		11.10		19,36,200		11.10
At the end of the year					19,36,200		11.10
2 Dinesh Kumar Agarwal (HUF)
At the beginning of the year	13,30,200		7.62		13,30,200		7.62
At the end of the year					1 3,30,200		7.62
3 Kishore Kumar Agarwal & Sons (HUF)
At the beginning of the year	12,00,000		6.88		12,00,000		6.88
At the end of the year					12,00,000		6.88
4 Sajjan Kumar Agarwal (HUF)
At the beginning of the year	6,68,400		3.83		6,68,400		3.83
At the end of the year					6,68,400		3.83
5 Shrey Agarwal
At the beginning of the year		6,39,000		3.66		6,39,000		3.66
At the end of the year						6,39,000		3.66
6 Ambika Agarwal
At the beginning of the year		6,39,000		3.66		6,39,000		3.66
At the end of the year						6,39,000		3.66
7 Sajjan Agarwal
At the beginning of the year		6,34,349		3.64		6,34,349		3.64
At the end of the year						6,34,349		3.64
8 Mahesh Kumar Agarwal
At the beginning of the year		6,36,000		3.65		6,36,000		3.65
At the end of the year						6,36,000		3.65
9 Dinesh Agarwal
At the beginning of the year		6,30,800		3.62		6,30,800		3.62
At the end of the year						6,30,800		3.62
10 Sudha Agarwal
At the beginning of the year		6,41,200		3.68		6,41,200		3.68
At the end of the year						6,41,200		3.68

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No. Shareholders Name	Shareholding		Date	Increase/ Decrease in Shareholding	Reason	Cumulative Shareholding during the year
	No. of shares at the beginning (01.04.2022) / end of the year (31.03.2023)	% of total shares of the company				No. of shares	% of total shares of the company
Directors:-
1 Mahesh Kumar Agarwal	6,36,000	3.65	01.04.2022	-	-	6,36,000	3.65
			31.03.2023			6,36,000	3.65
2 Ankit Agarwal	6,30,200	3.61	01.04.2022	-	-	6,30,200	3.61
			31.03.2023			6,30,200	3.61
3 Manoj Agrawal	-	-	01.04.2022	-	-
			31.03.2023			-	-
4 Debasish Bal	-	-	01.04.2022	-	-
			31.03.2023			-	-
5 Garima Agarwal	-	-	01.04.2022
			31.03.2023			-	-
6 Shreya Agarwal	-	-	01.04.2022
			31.03.2023			-	-
Key Managerial Personnel
1 Mahesh Kumar Agarwal	6,36,000	3.65	01.04.2022	-	-	6,36,000	3.65
			31.03.2023			6,36,000	3.65
2 Kavita Agarwal	-	-	01.04.2022	-	-	-	-
			31.03.2023
3 Jaya Singh	-	-	01.04.2022	-	-	-	-
	-		05.01.2023
4 Neha Sharma			05.01.2023		-	-	-
			31.03.2023

V. : INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

(Amount in )

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount	2,50,179.45	17,51,87,077.00	67,83,10,080.00	85,37,47,336.45
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	-	-	-	-
Total (i+ii+iii)	2,50,179.45	17,51,87,077.00	67,83,10,080.00	85,37,47,336.45
Change in Indebtedness during the financial year
* Addition	35,63,719.26	2,44,22,76,934.00	12,26,77,525.00	2,56,85,18,178.26
* Reduction	14,32,74,098.34	2,75,77,53,448.49	17,23,53,249.00	3,07,33,80,795.83
Net Change	(32,81,57,295.66)	(86,31,164.00)	(43,46,52,410.00)	(87,00,27,955.55)
Indebtedness at the end of the financial year
i) Principal Amount	46,47,33,446.00	13,05,79,127.00	1,11,29,62,490.00	1,70,82,75,063.00
ii) Interest due but not paid	66,97,948.00	79,22,053.00	-	1,46,20,001.00
iii) Interest accrued but not due	-	1,01,36,366.00	-	8,80,228.00
Total (i+ii+iii)	47,14,31,394.00	18,38,18,241.00	1,11,29,62,490.00	1,72,37,75,292.00

vi: remuneration of directors and key managerial personnel

i) REMUNERATION TO MANAGING DIRECTOR, WHOLE-TIME DIRECTORS AND/OR MANAGER:

(Amount in )

Sl. no. Particulars of Remuneration	Name of MD/WTD/ Manager		Total Amount
	Mahesh Kumar Agarwal*	Ankit Agarwal*
Gross salary	-	-	-
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	-	25,00,000.00	25,00,000.00
1 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961	-	-	-
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961	-	-	-
2 Stock Option	-	-	-
3 Sweat Equity	-	-	-
4 Commission- as % of profit others, specify...		-	-
5 Others, please specify	-	-	-
Total (A)	-	-	-
Ceiling as per the Act

i) : REMUNERATION TO OTHER DIRECTORS:

(Amount in )

Sr. No. Particulars of Remuneration	Name of Directors			Total Amount
Independent Directors	-	-	-	-
Fee for attending board committee meetings	-	-	-	-
1 Commission	-	-	-	-
Others, please specify	-	-	-	-
Total (1)	-	-	-	-
Other Non-Executive Directors	-	-	-	-
Fee for attending board committee meetings	-	-	-	-
2 Commission	-	-	-	-
as % of Profit	-	-	-	-
Others, please specify	-	-	-	-
Total (2)	-	-	-	-
Total (B)=(1+2)	-	-	-	-
Total Managerial	-	-	-	-
Overall Ceiling as per the Act	-	-	-	-

iii)

REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

(Amount in )

Sr. No. Particulars of Remuneration	Name of the CFO	Name of the Company Secretary
	Kavita Agarwal	Neha Sharma
Gross salary	-	-
1 (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	24,69,684.00	86,206.00
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	-	-
(c) Profits in lieu of salary under section 17(3) Income-tax	-	-
2 Stock Option	-	-
3 Sweat Equity	-	-
4 Commission	-	-
- as % of profit	-	-
others, specify...	-	-
5 Others, please specify	-	-
Total	24,69,684.00	86,206.00

VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

There were no penalties/punishment/compounding of offences for breach of any section of Companies Act as against the Company or its Directors or other officers in default, if any during the year.

Annexure "H"

FORM AOC-1

Statement containing the salient features of the financial statements of subsidiaries /

associate companies / joint ventures

[Pursuant to first proviso to Sub-section (3) of Section 129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014]

Sr. No. Name of the Joint Ventures	Date since when Joint Venture was acquired	Financial period ended	Share Capital	Reserve & Surplus	Total Assets	Total Liabilities (Excluding Share capital and reserve and surplus)	Investments	Turnover	Profit/(loss) Before taxation	Provision for taxation	Profit/(loss) after taxation	% of shareholding
1 Unipon Purti Developers LLP	20.05.2015	31.03.2023	1,00,000	NIL	3,30,01,91,636.55	329982646.9		1,76,351.00	8123.1	3,068	2,005.10	50%
2 Papillon Developers LLP	07.08.2015	31.03.2023	10,00,000	NIL	13,04,51,247.23	10,28,67,783.69		3,25,65,865.61	13,93,891.14	4,34,280.00	3,28,346.28	50%
3 Vara Housing Developers LLP	18.05.2018	31.03.2023	9,00,000	NIL	88,66,62,007.60	88,54,14,602.10		4,56,158.00	3,29,316.12	1,02,750.00	2,26,566.12	33.33%
4 Purti NPR Developers LLP	23.03.2023	31.03.2023	1,00,000	NIL	23,76,34,659.00	23,32,44,255.00		3,518.00	-29,448	0	-29448	50%
5 Bergamout Conbuild LLP	31.03.2023	31.03.2023	100000	-9687	17,34,05,313.00	4,78,50,940.00		11,01,108.00	1,16,346.00	36,300.04	80,046.00	40%

REPORT ON CORPORATE GOVERNANCE

To

The Members of Pansari Developers Limited

We have examined the compliance of conditions of Corporate Governance by Pansari Developers Limited for the year ended on 31stMarch, 2023 as stipulated in Regulations 17 to 27 and Clauses (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ("the Listing Regulations").

The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of the Corporate Governance stipulated in Listing Regulations.

Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the Ind AS financial statements of the Company.

We have examined the books of accounts and other relevant records and documents maintained by the Company for the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.

We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of the Chartered Accountants of India (the ICAI), the Standards on Auditing specified under Section 143(10) of the Companies Act 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

Based on our examination of the relevant records and according to the information and explanations provided to us and the representations provided by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and Clauses (b) to (i) of Regulation 46(2) and para C and D of Schedule V of the Listing Regulations during the year ended 31st March, 2023.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs ofthe Company.

For GARV & Associates, Chartered Accountants Firms Registration No - 0301094E

ANSHUMA RUSTAGI Partner

Place : Kolkata Membership No. - 062957

Date : 30th May, 2023 UDIN:-23062957BGXHTY1977