Remsons Industries Ltd Directors Report

2. AUTOMOBILE INDUSTRY SCENARIO:

The Indian automobile industry, a cornerstone of the nations economy, plays a crucial role as a growth driver through its extensive backward and forward linkages. Enhanced by liberalization and strategic policy measures in recent years, the sector has become highly competitive and vibrant, leading to significant capacity expansion and jobcreation. India aims to double the size of its auto industry to INR 15 lakh crore by the end of 2024. The industrys contribution to the National GDP has risen impressively to about 7.1% from 2.77% in 1992-93, providing over 19 million direct and indirect jobs. In the fiscal year 2024, the sector produced 28.43 million vehicles, including passenger vehicles, commercial vehicles, three-wheelers, two-wheelers, and quadricycles. Globally, India holds a prominent position, being the largest manufacturer of tractors, the second-largest of buses, and the third-largest of heavy trucks.

The Indian automobile industry delivered a strong performance, with domestic growth of 12.5% in FY24. This growth came against a backdrop of robust economic expansion, with the economy growing by 8.2% due to favorable government policies. The year also highlighted the industrys commitment to sustainability, marked by the start of production of vehicles compliant with 20% ethanol and significant increases in electric vehicle adoption, including a 90% rise in electric passenger vehicles and a 30% growth in electric two-wheelers.

3. OPERATIONS:

India enjoys a strong position in the global heavy vehicles market as it is the largest tractor producer, second-largest bus manufacturer, and third-largest heavy truck manufacturer in the world. Indias annual production of automobiles in FY24 was 28.43 million vehicles. India has a strong market in terms of domestic demand and exports. In April 2024, the total production of passenger vehicles, three-wheelers, two-wheelers, and quadricycles was 2,73,68,313 units.

During the year under review, on standalone basis, the Company has generated total revenue of H 25,946.29 Lakh

(previous year H 26,566.04 Lakh) and Net profit (after tax) earned was H 884.98 Lakh (previous year H 775.56 Lakh). During the year under report, on consolidated basis, the Company has generated total revenue of H 31,571.79 Lakh (previous year H 31,439.54 Lakh) and recorded a Net profit (before tax) of H 1,624.13 Lakh (previous year H 1,205.59 Lakh) as well as earned Net profit (after tax) of H 1331.96 Lakh (previous year H 837.01 Lakh).

4. EXPORTS:

During the financial year under review, exports were at H 4,488.16 Lakh as compared to H 3,178.02 Lakh in the previous year.

5. CREDIT RATING:

ICRA Limited has reaffirmed the following credit ratings for Companys long term and short term credit facilities:

6. DIVIDEND AND TRANSFER TO RESERVES:

Your directors have pleasure in recommending payment of dividend of H 0.30 per Equity Share (15%) having face value of H 2/- each (previous year H 1.50 per Equity Share (15%) having face value of H 10/- each) for the financial year ended

31^st March, 2024. This will absorb total cash outflow of H 104.64 Lakh (previous year H 85.70/- Lakh). The dividend, if approved, will be paid to those members whose names shall appear on the Register of Members / List of Beneficial Owners as on Friday, 13^th September, 2024.

During the financial year under review, the Company has not transferred any amount to reserves.

7. SHARE CAPITAL OF THE COMPANY:

During the financial year under review, the Company issued 9,92,400 Equity Shares and 2,70,000 Warrants, convertible into equivalent number of Equity Shares, on preferential basis on 18^th January, 2024 at a price of H 480/- (Rupees Four Hundred Eighty only) per Equity Share of H 10/- each (including premium of H

470/- per Equity Share). Subsequently, on 9^th February, 2024, the Company allotted 2,70,000 Equity Shares of H 10/- (Rupees Ten only) each upon conversion of said 2,70,000 Warrants issued on preferential basis on 18^th January, 2024. Consequently, the issued, subscribed and paid-up share capital of the Company has increased from H 5,71,33,570/- (Rupee Five Crore Seventy One Lakh Thirty Three Thousand Five Hundred and Seventy only) divided into 57,13,357 (Fifty Seven Lakh Thirteen Thousand Three Hundred and Fifty Seven) Equity Shares of H 10/- (Rupees Ten only) each to H 6,97,57,570/- (Rupee Six Crore Ninety Seven Lakh Fifty Seven Thousand Five Hundred and Seventy only) divided into 69,75,757 (Sixty Nine Lakh Seventy

Five Thousand Seven Hundred and Fifty Seven) Equity Shares of H 10/- (Rupees Ten only) each.

Further, the Company sub-divided nominal value of its Equity Shares from H 10/- (Rupees Ten only) only per Equity Share to

H 2/- (Rupees Two only) only per Equity Share and consequently altered Clause V (Capital Clause) of its Memorandum of Association by passing Special Resolution thereof in the Extra-ordinary General Meeting of its members held on 29^th March, 2024.

As on 31^st March, 2024, the Authorized Share Capital of the Company stood at H 12,00,00,000/- (Rupees Twelve Crore only) divided into 6,00,00,000 (Six Crore) Equity Shares of H 2/- (Rupees Two) each and the issued, subscribed and paid-up share capital of the Company stood at H 6,97,57,570/- (Rupee

Six Crore Ninety Seven Lakh Fifty Seven Thousand Five Hundred and Seventy only) divided into 34878785 (Three Crore Forty Eight Lakh Seventy Eight Thousand Seven Hundred and Eighty Five) Equity Shares of H 2/- (Rupees Two only) each.

The sub-divided equity shares having nominal value of H 2/-

(Rupees Two only) each were credited to the demat accounts / share certificates were issued to the shareholders holding shares as on 5^th July, 2024, the Record date fixed by the Company..

8. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of business activities of the Company during the financial year under review.

9. PUBLIC DEPOSITS:

During the financial year under review, the Company has not accepted or renewed any deposits from public within the meaning of Sections 73 and 76 of the Companies Act, 2013 ("Act") read with the Companies (Acceptance of Deposits) Rules, 2014.

The Company has one foreign wholly owned subsidiary viz. Remsons Holding Ltd., UK and two foreign step-down subsidiaries viz. Remsons Properties Ltd. (earlier known as "Woolford Properties Ltd."), UK and Remsons Automotive Ltd. (earlier known as "Magal Automotive Ltd."), UK.

None of the subsidiary companies are material subsidiary within the meaning of ‘material subsidiary as defined under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

During the financial year under review, the Company and Aircom Group AG, Switzerland (through its Wholly Owned Subsidiary in India viz. Aircom Group India Private Limited), incorporated a Joint Venture Company viz. ‘Aircom Remsons Automotive Private Limited, having Corporate Identity Number (CIN): U22191HR2024PTC119590 on 7^th March, 2024, with a capital ratio of 26:74 respectively, with the Registrar of Companies, Delhi and Haryana.

The Company and Daiichi Infotainment Systems Private Limited, incorporated a Joint Venture Company viz. ‘Daiichi Remsons Electronics Private Limited, having Corporate Identity Number (CIN): U32204PN2024PTC230535 on 28^th April, 2024, with a capital ratio of 50:50 respectively, with the Registrar of Companies, Pune, Maharashtra,.

The Company entered into a Joint Venture Agreement on 14^th February, 2024 (‘JV Agreement) with Uni Automation (India) Private Limited, having its Registered Office at 318/B1/1, Shinde Wadi, Taluka-Bhor, District-Pune - 412205, Maharashtra, India and its promoters viz. Mr. Vidyadhar Mahajan and Mr. Niranjan Mahajan, to acquire automotive sensor business of Uni Automation (I) Pvt. Ltd.

In terms of the said JV Agreement, Mr. Vidyadhar Mahajan and Mr. Niranjan Mahajan incorporated a company viz. ‘Remsons-Uni Autonics Private Limited, having Corporate Identity Number (CIN): U29304MH2024PTC422366 on 28^th March, 2024 with the Registrar of Companies, Mumbai, Maharashtra. Further, as per the terms of said JV Agreement, the Company acquired 5,500 (55%) Equity Shares of H 10/- each of Remsons-Uni Autonics Private Limited from Mr. Vidyadhar Mahajan and Mr. Niranjan Mahajan. Consequently, Remsons-Uni Autonics Private Limited became subsidiary of the Company w.e.f. 2^nd May, 2024.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of Remsons Holdings Ltd., Remsons Properties Ltd. (earlier known as "Woolford Properties Ltd.), Remsons Automotive Ltd. (earlier known as "Magal Automotive Ltd.") and Aircom Remsons Automotive Pvt. Ltd. (JV Company) in Form No. AOC - 1, is annexed as Annexure - I and forms part of this report.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company including Consolidated Financial Statements along with relevant documents and separate Audited Financial Statements of the aforesaid subsidiary companies are also made available on the website of the Company viz. www.remsons.com.

Pursuant to the provisions of Sections 129 and 133 of the Act read with the Companies (Accounts) Rules, 2014 and as required under Regulation 34 of the Listing Regulations, the Company has prepared Consolidated Financial Statements consolidating financial statements of Remsons Holding Ltd., UK, wholly owned subsidiary, Remsons Properties Ltd. (earlier known as "Woolford Properties Ltd."), UK and Remsons Automotive Ltd. (earlier known as "Magal Automotive Ltd."), UK, step down subsidiaries of the Company, with its financial statements in accordance with the applicable provisions of Indian Accounting Standards ("Ind-AS"). The Consolidated Financial Statements along with the Independent Auditors Report thereon are annexed and forms part of this report.

The summarized consolidated financial position is provided above in point no. 1 of this report.

The Equity Shares of the Company are listed on BSE Ltd. ("BSE") and National Stock Exchange of India Limited ("NSE"). The Company has paid the requisite listing fees to the said Stock Exchanges for the financial year under review.

As required under Section 92(3) read with 134(3)(a) of the Act, the copy of Annual Return as on 31^st March, 2024 will be placed on the Companys website and can be accessed at www.remsons.com.

In accordance with the provisions of Section 152(6) of the Act read with the Companies (Management and Administration) Rules, 2014 and the Articles of Association of the Company, Mr. Rahul Kejriwal (DIN: 00513777), Director of the Company, retires by rotation at the ensuing 52^nd Annual General Meeting ("AGM") of the Company and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

Mr. Krishna Kejriwal (DIN: 00513778), who retired by rotation at previous 51^st AGM of the Company held on 15^th September, 2023, was re-appointed as director of the Company in terms of provisions of Section 152(6) of the Act.

Mr. Paresh Bhagat, (DIN: 00107783), Independent Director of the Company ceased from the directorship of the Company with effect from closing working hours of 31^st March, 2024 upon completion of two consecutive terms of 5 (five) years each as Independent Director of the Company. The Board places on record its sincere appreciation with gratitude for the valuable contribution made by him during his tenure as Independent Director of the Company.

The Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and pursuant to Regulation 25 of the said Regulations that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

Further, the Independent Directors have also submitted their declaration in compliance with the provisions of Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, which mandates the inclusion of an Independent Directors name in the data bank of the Indian Institute of Corporate Affairs ("IICA").

None of the directors of your Company are disqualified under the provisions of Section 164 of the Act. Your directors have made necessary disclosures, as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, all the Independent Directors are persons of integrity and possesses relevant expertise and experience and are independent of the management.

As per Regulation 17(1)(c) of the Listing Regulations, the Company is required to appoint minimum 6 (six) directors including one woman director on its Board. As on the date of this report, your Company has 7 (seven) directors consisting of four Independent Directors including one Woman Director and three Executive Directors.

In terms of applicable provisions of section 149 read with Schedule IV of the Act and rules framed thereunder and Regulation 17 read with Part D of Schedule II of the Listing Regulations, the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board along with performance evaluation of each director to be carried out on an annual basis.

Pursuant to the provisions of the Act and the Listing Regulations, the evaluation of the Board and its performance, the directors individually and the working of its Audit Committee, Stakeholders Relationship Committee and the Nomination and Remuneration Committee including the Chairman of the Company was carried out by the Board. The Board has evaluated the performance of each Executive, Non-Executive and Independent Directors considering the business of the Company and the expectations that the Board has from each one of them.

The evaluation framework for assessing the performance of directors comprises of the following key areas:

i. Attendance at the Board and Committee meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance; and

iv. Providing perspectives and feedback going beyond information provided by the management.

The details of Key Managerial Personnel of the Company as on 31^st March, 2024 are as follows:

Apart from the above, no other KMP was appointed or retired or resigned during the financial year under review.

To attract and reward the talent working exclusively with the Company and to create long term wealth in the hands of employees, your Company introduced ‘Remsons Employees Stock Option Scheme 2023 (‘Scheme). However, the Company decided not to implement the said Scheme and to introduce new Scheme for the benefit of its employees in due course of time.

Hence, the disclosure as required under Section 62 of the Companies Act, 2013, Rule 12 of the Companies (Share Capital and Debentures) Rules, 2024 and Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is not required to be made.

Your directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3)(c) read with Section 134(5) of the Act 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, if any;

b. they 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 on 31^st March, 2024 and of the profit of the Company for that period;

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

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

The Board meets at regular intervals to discuss and decide on Company / business policies and strategies apart from other business of the Board. The notice of Board meetings are given well in advance to all the directors of the Company. Meetings of the Board are held in Mumbai, Maharashtra. The agenda of the Board / Committee meetings are circulated at least 7 days before the date of the meetings. In case of any business exigencies, meetings are called and convened at shorter notice, or the resolutions are passed through circulation and later placed in the next meeting. The agenda for the Board and Committee meetings include detailed notes on the items to be discussed at the meetings to enable the directors to take informed decisions.

During the financial year under review, the Board of Directors met 7 (seven) times, the details of which are given in the Report on Corporate Governance, forming part of this report. The intervening gap between two consecutive meetings was within the period as prescribed under the Act and the Listing Regulations.

As stipulated by the Code of Independent Directors under Schedule IV of the Act, a separate meeting of the Independent Directors of the Company was held on 9^th February, 2024 without presence of Non-Independent Directors and members of the management to consider the following: i. performance of Non-Independent Directors and the Board as a whole;

ii. performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors; and

iii. assessing the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors expressed satisfaction on the performance of Non-Independent Directors and the Board as a whole. The Independent Directors were also satisfied with the quality, quantity and timeliness of flow of information between the Company management and the Board.

In accordance with the provisions of the Act and the Listing Regulations, the Company has constituted three committees of the Board, namely:

I. Audit Committee;

II. Nomination and Remuneration Committee; and III. Stakeholders Relationship Committee.

Details of all the Committees along with their charters, composition, meetings held during the financial year under review and attendance thereat are provided in the report on Corporate Governance forming part of this report.

The Audit Committee is duly constituted as per the provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations. The members of the Committee possess sound knowledge on accounts, audit, finance, taxation, internal controls, etc.

During the financial year under review, the Audit Committee was reconstituted on 9^th February, 2024 by appointing Mr. Anil Kumar Agrawal, Independent Director as its member with effect from 1^st April, 2024.

As on 31^st March, 2024, the Audit Committee comprised of Mrs. Visalakshi Sridhar, Mr. Paresh Bhagat, Mr. Shishir Vasant Dalal, Independent Directors and Mr. Krishna Kejriwal, Chairman and Managing Director as its members. Mrs. Visalakshi Sridhar is Chairperson of the Audit Committee. The Company Secretary and Compliance Officer of the Company acts as Secretary to the Audit Committee.

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Companys internal control and financial reporting process and vigil mechanism.

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a policy for selection, appointment and remuneration of directors, and Senior Management Personnel (‘SMPs) including criteria for determining qualifications, positive attributes, independence of a director and other related matters. The Remuneration Policy has been placed on the website of the Company viz. www.remsons.com.

The Company undertakes and makes necessary provisions for appropriate induction programme for new directors and ongoing training for existing directors. The new directors are introduced to the Companys culture, through appropriate training programmes. Such kind of training programmes help in developing relationship of the directors with the Company and familiarize them with the Company processes. The management provides such information and training either at the meetings of the Board of Directors or otherwise.

The induction process is designed to:

build an understanding of the Companys processes; and

fully equip directors to perform their role on the Board effectively.

Upon appointment, directors receive a letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The details of familiarization programme imparted to independent directors are available on the Companys website viz. www.remsons.com.

Pursuant to the provisions of Section 177 of the Act, the Company has adopted Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Company promotes ethical behaviour in all its business activities and has adopted a mechanism of reporting illegal or unethical behaviour. The Company has a whistle blower policy wherein the directors and employees are free to report violations of laws, rules, regulations or unethical conduct of their immediate supervisor or such other person as may be notified by the management to the directors and employees / workers. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in the exceptional cases. The confidentiality of those reporting violation is maintained, and they are not subjected to any discriminatory practice.

No violation of laws or unethical conduct etc. was brought to the notice of the Management or Audit Committee during the financial year under review. We affirm that during the financial year under review, no director or employee was denied access to the Audit Committee. The details of the Vigil mechanism

/ Whistle Blower Policy is available on the website of the Company viz. https://www.remsons.com/content/pdf/policies/ V1442906096_vigil-mechanism-policy.pdf

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at their 50^th AGM held on 28^th September, 2022 appointed M/s. Kanu Doshi Associates LLP, Chartered Accountants (Firm Registration No.: 104746W / W10096) as Statutory Auditors of the Company for a term of 5 (five) consecutive years, accordingly they will hold office as such till the conclusion of the 55^th Annual General Meeting of the Company to be held for the financial year ending 31^st March, 2027.

M/s. Kanu Doshi Associates LLP, Chartered Accountants, have furnished a certificate of their eligibility under Section 141 of the Act and the Companies (Audit and Auditors) Rules, 2014, confirming that they are eligible for continuance as Statutory Auditors of the Company.

The Statutory Auditors Reports on the Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31^st March, 2024 does not contain any qualifications, reservation or adverse remarks.

Pursuant to the provisions of Section 204(1) of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, M/s. M Baldeva Associates, Company Secretaries, Mumbai (M. No.: FCS 6180 /COP No.: 11062) were appointed as Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the said financial year is appended to this report as Annexure - II and forms part of this report.

With respect to observation made by the Secretarial Auditors in their Report regarding delay in filing of some e-forms with the Registrar of Companies, your directors would like to mention that the delay in filing of such e-forms was inadvertent.

Further, none of the Auditors of the Company have reported any fraud as specified under the second proviso to Section 143(12) of the Act.

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s. H A M & Co., Chartered Accountants, as Internal Auditors of the Company for the financial year under review.

The Internal Auditors submit their reports on periodical basis to the Audit Committee.

Based on the internal audit reports, the management undertakes corrective actions in respective areas and thereby strengthens the controls.

The Company has in place proper and adequate internal control systems commensurate with the nature, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and are adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures at all locations of the Company and strives to maintain the standard in Internal Financial Control.

During the financial year under review, the Central Government has not prescribed the maintenance of cost records for any of the products of the Company under Section 148(1) of the Act.

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

All contracts / arrangements / transactions entered into by the Company during the financial year under review with the related parties were in the ordinary course of business on arms length basis and are reported in the Notes to Accounts on the Financial Statements for the financial year ended 31^st March, 2024.

No material related party transactions were entered into during the financial year under review by your Company. Accordingly, the disclosure of material related party transactions as required under Section 134(3) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.

In accordance with the provisions of Regulation 23 of the Listing Regulations, the Company has adopted a policy on Related Party Transactions and the same has been uploaded on its website viz. www.remsons.com/content/pdf/policies/ related-party-transaction-policy.pdf.

Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this Annual Report as Annexure – III and forms part of this report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is provided in a separate annexure. Further in terms of Section 136 of the Act, this report and the Financial Statements are being sent to the members excluding the aforesaid annexure. The said annexure is available for inspection at the Registered Office of the Company during the working hours and any member interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer of the Company and the same will be furnished on request.

Information in terms of requirement of clause (m) of subsection (3) of Section 134 of the Act regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, read with Rule 8 of the Companies (Accounts) Rules is given in Annexure - IV and forms part of this report.

The details of the CSR activities undertaken by the Company as per the provisions of Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure - V, which forms part of this report.

The details of loans or guarantees given or investments made by the Company under the provisions of Section 186 of the Act are given under Notes to Accounts on the Financial Statements for the financial year ended 31^st March, 2024, forming part of this report.

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on Companys operations in future.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these Financial Statements relate and the date of this report except the following:

The Company has committed to invest H 11.06 Crore in

Remsons-Uni Autonics Pvt. Ltd. (i) by acquiring 5,500 (Five Thousand Five Hundred) Equity Shares of H 10/- (Rupees Ten only) each for cash at par from its promoter shareholders and (ii) by subscribing 1,10,50,500 (One Crore Ten Lakh Fifty Thousand Five Hundred) Optionally Convertible Non-Cumulative Non-Participating Redeemable Preference Shares of H 10/- (Rupees Ten only) each. Consequent upon acquisition of 5,500 Equity Shares of H 10/- each as aforementioned, the Remsons-Uni Autonics Pvt. Ltd. has become subsidiary of the Company w.e.f. 2^nd May, 2024.

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 and your directors confirm compliance of the same during the financial year under review.

Pursuant to the provisions of Regulation 34(3) read with Schedule V of the Listing Regulations, the following have been made part of the Annual Report and are annexed to this report:

- Management Discussion and Analysis Report;

- Corporate Governance Report;

- Declaration on compliance with Code of Conduct;

- Certificate from Practicing Company Secretary that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies; and

- Practicing Company Secretaries Certificate regarding compliance of conditions of Corporate Governance.

The Company does not have any of its securities lying in demat suspense account / unclaimed suspense account / Suspense Escrow account arising out of public / bonus / rights issue / expiration of period of 120 days from date of issuance of ‘Letter of Confirmation by the RTA in terms of SEBI Circular No. SEBI/LAD-NRO/GN/2022/66 dated 24^th January, 2022 read with

SEBI Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated 7^th May, 2024 in matters w.r.t. issue of duplicate securities certificate; claim from unclaimed suspense account; renewal / exchange of securities certificate; endorsement; sub-division / splitting of securities certificate; consolidation of securities certificates / folios; transmission and transposition received from the shareholder / claimant. Hence, providing particulars relating to aggregate number of shareholders and outstanding securities in suspense account and other related matters are not required.

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted an Internal Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review, no complaint was filed before the said Committee. No complaint was pending at the beginning or end of the financial year under review.

During the financial year under review, no application was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the financial year under review.

During the financial year under review, there was no instance of one-time settlement of loans / financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

Your directors would like to place on record their gratitude for all the guidance and co-operation received from the shareholders, banks and other government and regulatory agencies. Your directors would also like to take this opportunity to express their appreciation for the hard work and dedicated efforts put in by the employees of the Company and look forward to their continued contribution and support.