Sanghi Industries Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the 37^th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2024 ("FY 2023-24/ FY24").

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarised financial highlight is depicted below:

(I In crore)

	Standalone
Particulars	2023-24	2022-23
Revenue from operations	821.35	928.36
Other Income	12.60	19.45
Total Income	833.95	947.81
Expenditure other than Depreciation, Finance cost and Foreign Exchange (Gain) / Loss (Net)	909.16	941.39
Depreciation and Amortisation Expenses	107.03	93.38
Foreign Exchange (Gain) / Loss (Net)	0.23	0.57
Finance Cost	283.59	238.17
Total Expenditure	1,300.01	1,273.51
Profit before share of Profit/ (Loss) from joint ventures, exceptional items and tax	(466.06)	(325.70)
Share of loss from joint ventures	-	-
Profit before exceptional items and tax	(466.06)	(325.70)
Add/(Less):- Exceptional Items	17.47	-
Total Tax Expense	0.20	-
Profit/loss for the year	(448.79)	(325.70)
Other Comprehensive income (net of tax)	0.45	0.60
Total Comprehensive Income for the year (net of tax)	(448.34)	(325.10)
Attributable to:
Equity holders of the parent	(270.98)	-
Non-controlling interests	(177.36)	-

Operations and Performance of the Company

During the year ended March 31, 2024, the total income was I 833.95 crore against I 947.81 crore in the previous year. The Company has incurred a net loss of I 448.79 crore against the net loss of I 325.70 crore in previous year. The Total Comprehensive loss for the year is I 448.34 crore against the total comprehensive loss of I 325.10 crore in previous year.

Credit Rating

The Company has repaid all its secured debts including non convertible debentures during the year under review and therefore there is no credit rating for the Company as on March 31, 2024. After the completion of the financial year ended March 31, 2024, India Ratings and Research has assigned IND AA / Stable / IND A1+ rating. The details of credit rating during the year are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

Dividend

In view of losses, your Directors have not recommended any dividend for the year.

Dividend Distribution Policy

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on your Companys website and the link for the same is given in Annexure – A to the report.

Transfer to Reserves

In view of losses, your Directors have not recommended any amount for transfer to reserves during the year. The closing balance of the retained earnings of your Company for FY24, after all appropriations and adjustments, was I 315.61 crore.

Share Capital

During the year under review, there was no change in the authorised and paid-up share capital of the Company. The Authorised Share Capital of the Company is I 550 crores divided into Equity Share Capital of I 350 crore and the Preference Share Capital of I 200 crore and paid-up equity share capital is I 258.33 crore.

Non-Convertible Debentures (NCDs)

During the year under review, the Company has made full repayment of principal amount alongwith redemption premium of its 3050 Listed, Rated, Secured, Non Convertible Debentures (Listed NCDs) of face value of I 10,00,000/- and 5000 Secured, Un Rated, Un Listed, Redeemable, Non Convertible Debentures (Unlisted NCDs) of face value of I 10,00,000/-As on 31.03.2024 the Company has NIL outstanding Non Convertible Debentures.

Change in Management \ Control

Pursuant to the Share Purchase Agreement dated August 03, 2023 ("SPA"), amongst (a) the Company (b) certain members of the erstwhile promoter/promoter group of the Company vis. Mr. Ravi Sanghi, Ms. Anita Sanghi, Ms. Ekta Gupta, Mr. Aditya Sanghi, Mr. Alok Sanghi, Sanghi Polymers Private Limited, Samruddhi Investors Services Private Limited, Flarezeal Solutions LLP and Thinkfar Tradelink Private Limited (collectively referred to as "Sellers") and (c) Ambuja Cements Limited ("ACL") (Acquirer), 54.51% Equity Shares were transferred from the Sellers to Acquirer on December 6, 2023.

Subsequent to above, the management and control of Sanghi Industries Limited is with Ambuja Cements Limited, a flagship Cement Company of Adani Group.

Open offer details

Pursuant to acquisition of 14,08,21,941 Equity Shares (54.51%) of Sanghi Industries Limited (Company) by Ambuja Cements Limited (Acquirer), the acquirer made an open offer to acquire upto 6,71,64,760 shares at price of I 121.90/- constituting 26% of total voting share capital, to the shareholders of the Company. The said open offer remained opened from January 15, 2024 to January 30, 2024.

Total 2,04,81,161 shares constituting 30.49% of open offer issue and 7.93% of total voting share capital of the Company were tendered by the shareholders in the open offer.

The Settlement for open offer was completed on February 7, 2024 and all subscribing shareholders were duly paid against the shares tendered by them in open offer. Accordingly, as on February 7, 2024, acquirer holds 62.44% Equity Shares of the Company and the overall promoter group shareholding increased upto 80.52%.

Minimum Public Shareholding Compliance

In compliance with the requirement of Rule 19(2)(b) and 19(A) of Securities Contracts (Regulation) Rules, 1957 and Regulation 38 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with Section VI-A of the SEBI Circular No. SEBI/HO/CFD/PoD2/ CIR/P/ 2023/120 dated July 11, 2023 ("Master Circular") the Company is required to comply with the provisions of Minimum Public Shareholding (MPS) within period of 12 months. In order to achieve the MPS, Ambuja Cements Limited, the Promoter Company has sold 51,66,000 Equity shares (2%) in Open market. Therefore Ambuja Cements Limited is now holding 60.44% Equity Shares of the Company and overall Promoter/promoter group holding came down to 78.52%.

The Company assures to achieve MPS within the prescribed time limit i.e. on or before February 7, 2025.

Public Deposits

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY24 or the previous financial years. Your Company did not accept any deposit during the year under review.

Particulars of loans, guarantees or investments

The Company has not made any loans or provided any guarantee or has made any investments falling under purview of section 186 of the Companies Act, 2013 during the year under review.

Subsidiaries, Joint Ventures and Associate Companies

There are no subsidiaries, Joint Venture and Associate company of the Company.

Directors and Key Managerial Personnel

As of March 31, 2024, your Companys Board had six members comprising of one Executive Director, two Non-Executive & Non-Independent Directors and three Independent Directors including one Woman Independent Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

In terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Companys business for effective functioning. The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms part of this Annual Report.

Appointment/Cessation/Change in Designation of Directors

During the year under review, following changes took place in the Directorships:

Appointment:

Mr. Ajay Kapur, (DIN: 03096416), Chairman & Non-Executive, Non-Independent Director was appointed as an Additional Director of your Company w.e.f. December 7, 2023 and was regularised as a Director at Extra-ordinary General Meeting held on February 8, 2024.

Mr. Vinod Bahety (DIN: 09192400) was appointed as an Additional Director (Non-Executive and Non-Independent Director) w.e.f. December 7, 2023 and was regularised as a Director at Extra-ordinary General Meeting held on February 8, 2024.

Mr. Sukuru Ramarao (DIN: 08846591) was appointed as Whole – Time Director & Chief Executive Officer w.e.f. December 7, 2023. His appointment was approved by the shareholders by passing a resolution in the Extra Ordinary General Meeting held on February 8, 2024.

Mr. Ravi Kapoor (DIN: 00003847), Independent Director was appointed as an Additional Director w.e.f. December 7, 2023 and was regularised as a Director at Extra-ordinary General Meeting held on February 8, 2024.

Ms. Shruti Shah (DIN: 08337714), Independent Director was appointed as an Additional Director w.e.f. December 7, 2023 and was regularised as a Director at Extra-ordinary General Meeting held on February 8, 2024.

Cessation:

Mr. Ravi Sanghi, (DIN: 00033594), resigned as a Chairman and Director of the Company w.e.f. December 7, 2023.

Mr. Aditya Sanghi (DIN: 00033755) resigned as Director of the Company w.e.f. December 7, 2023. Mr. Alok Sanghi (DIN: 00033506) resigned as Director of the Company w.e.f. December 7, 2023.

Mrs. Bina Mahesh Engineer (DIN: 01653392) resigned as Director of the Company w.e.f. December 7, 2023. Mr. Nirubha Balubha Gohil (DIN: 05149953) resigned as Director of the Company w.e.f. December 7, 2023. Mr. Sundaram Balasubramaniam (DIN: 02849971) resigned as Director of the Company w.e.f. December 7, 2023.

Mr. Raina Dilip Desai (DIN: 05113035) resigned as Director of the Company w.e.f. December 7, 2023. Mr. Arvind Motilal Agarwal (DIN: 00122921) resigned as Director of the Company w.e.f. December 7, 2023. Mr. Gurudeo M. Yadwadkar (DIN: 01432796) resigned as Director of the Company w.e.f. December 7, 2023. The Board places on record the deep appreciation for valuable services and guidance provided by respective Directors, during their tenure of Directorship.

Re-appointment of Director(s) retiring by rotation

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Ajay Kapur (DIN: 03096416) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr. Ajay Kapur as Director for your approval. Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.

Declaration from Independent Directors

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Key Managerial Personnel:

During the year under review the following changes took place in the Key Managerial Personnel: Mr. Sukuru Ramarao was appointed as Whole Time Director & Chief Executive Officer w.e.f. December 7, 2023

Mr. Sanjay Kumar Khajanchi was appointed as Chief Financial Officer w.e.f. December 7, 2023.

Mr. Manish Mistry was appointed as a Company Secretary and Compliance Officer w.e.f. December 8, 2023

Mr. Ravi Sanghi resigned as a Chairman and Managing Director of the Company w.e.f December 7, 2023 Mrs. Bina Engineer resigned as a Chief Financial Officer of the Company w.e.f. December 7, 2023 Mr. Anil Agrawal resigned as a Company Secretary and Compliance Officer of the Company w.e.f. closure of business hours on December 7, 2023 As on March 31, 2024, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act: Mr. Sukuru Ramarao, Whole Time Director and Chief Executive Officer Mr. Sanjay Kumar Khajanchi, Chief Financial Officer Mr. Manish Mistry, Company Secretary Subsequently, following changes took place in the Key Managerial Personnel: Mr. Manish Mistry resigned as a Company Secretary and Compliance Officer w.e.f. closure of business hours on March 31, 2024.

Mr. Anil Agrawal appointed as a Company Secretary and Compliance Officer of the Company w.e.f. April 1, 2024.

As on date of this report, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act: Mr. Sukuru Ramarao, Whole Time Director and Chief Executive Officer Mr. Sanjay Kumar Khajanchi, Chief Financial Officer Mr. Anil Agrawal, Company Secretary

Committees of Board

As required under the Act and the SEBI Listing Regulations, the Company has constituted various Statutory Committees. As on March 31, 2024, the Board has constituted the following statutory committees.

Statutory Committees:

Audit Committee

Nomination and Remuneration Committee Stakeholders Relationship Committee Risk Management Committee Corporate Social Responsibility Committee Details of all the committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

Number of meetings of the Board

The Board met 11 (Eleven) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

Independent Directors Meeting

The Independent Directors met on March 26, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Director and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors were satisfied with the overall performance of the Board as a whole.

Board Evaluation

The Nomination and Remuneration Committee has devised criteria for evaluation of the performance of the Board as a whole, committees, chairperson and individual directors. As a step towards better governance practice, for the financial year ended March 31, 2024, the Company has engaged an independent external agency "Talentonic HR Solutions Private Limited" ("Talentonic") for facilitating Board evaluation. The evaluation process focused on Board dynamics and softer aspects and involved independent discussions with all Board members. A detailed Board effectiveness assessment questionnaire was developed based on the criteria and framework adopted by the Board. The CEO of Talentonic has conducted one-to-one virtual meetings with all the board members on five key themes i.e., Fiduciary Role of the Board, Board involvement in strategy, quality of Board discussions, Board leadership and organisation health and talent and Board Structure & Capability. The outcomes of the evaluation process were presented to the Independent Director Meeting, Nomination & Remuneration Committee and the Board and further actions were agreed upon.

The results of the evaluation showed high level of commitment and engagement of Board, its various committees and senior leadership. The recommendations arising from the evaluation process were discussed at the Independent Directors meeting, NRC meeting and Board meeting held on March 26, 2024. The suggestions were considered by the Board to optimise the effectiveness and functioning of the Board and its committees.

Board Familiarisation and Training Programme

The Board is regularly updated on changes in statutory provisions, as applicable to the Company. The Board is also updated on the operations, key trends and risk universe applicable to the Companys business. These updates help the Directors in keeping abreast of key changes and its impact on the Company. An annual strategy retreat is conducted by the Company where the Board provides its inputs on the business strategy and long- term sustainable growth for the Company. Additionally, the Directors also participate in various programmes / meetings where subject matter experts apprise the Directors on key global trends. The details of such programmes are provided in the Corporate Governance Report, which forms part of this Annual Report.

Policy on Directors appointment and remuneration

Pursuant to Section 178(3) of the Act, the Company has framed a policy on Directors appointment and remuneration and other matters ("Remuneration Policy") which is available on the website of your Company. The link of the same is available in Annexure – A.

The Remuneration Policy for selection of Directors and determining Directors independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors. Your Companys Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

Board Diversity

The Company recognises and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Companys website and link for the same is given in Annexure – A of this report.

Succession Plan

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The Nomination and Remuneration Committee implements this mechanism in concurrence with the Board.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that:

a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and 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 loss of the Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual financial statements have been prepared 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 operating effectively;

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

Internal Financial control system and their adequacy

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Risk Management

The Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis section, which forms part of this Annual Report.

Board Policies

The link of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure – A to this report.

Corporate Social Responsibility (CSR)

The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The link of the CSR policy is provided in Annexure – A to this report. The Annual Report on CSR activities is annexed and forms part of this report as Annexure – B.

Due to losses during previous FY 2022-23 and the average net profits of preceding three financial years being negative, the Company was not mandatorily required to spend any amount towards CSR Expenditure. However the Company has voluntarily spent I 3.39 lakhs towards CSR Expenses during FY 2023-24.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Annual Report.

Corporate Governance Report

Your Company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from Statutory Auditors, regarding compliance of the conditions of corporate governance, as stipulated.

In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company and the link for the same is given in Annexure – A to the report.

Business Responsibility & Sustainability Report (BRSR)

In accordance with the SEBI Listing Regulations, the BRSR for the FY 24, describing the initiatives taken by your Company from an environment, social and governance (ESG) perspective, forms part of this Annual Report. In addition to BRSR, the Annual Report of the Company provides an insight on various ESG initiatives adopted by the Company. The BRSR data is independently assured by an Independent assurance provider agency i.e. Intertek India Private Limited.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024 prepared in accordance with Section 92(3) of the Act is made available on the website and the link of the same is given in Annexure – A of this report.

Transactions with Related Parties

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into during the year under review were at arms length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Companys Policy on Related Party Transactions.

The Audit Committee comprises solely of the Independent Directors of your Company. The members of the Audit Committee abstained from discussing and voting in the transaction(s) in which they were interested.

During the year, your company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

During the year, the materially significant Related Party Transactions pursuant to the provisions of SEBI Listing Regulations had been duly approved by the shareholders of the Company at their Extra-ordinary General Meeting of the Company held on February 8, 2024.

Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders. The Policy on Related Party Transactions is available on your Companys website and can be accessed using the link as given in Annexure – A of this report.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions from time to time as applicable.

Statutory Auditors & Auditors Report

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/ s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration Number: 101720W/W100355), Mumbai and M/s. S. K. Mehta & Co., Chartered Accountants (Firm Registration Number: 000478N) Delhi, were appointed as the Joint Statutory Auditors of the Company for the consecutive term of five years to hold office till the conclusion of 40^th Annual General Meeting of your Company to be held in the year 2027. The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

Subsequently, M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration Number: 101720W/ W100355), Mumbai, one of the Joint Statutory Auditors of the Company had resigned w.e.f. December 5, 2023 since on account of changes in management and control of the Company during the year, their eligibility criteria was impacted and therefore, they tendered their resignation. As on March 31, 2024, M/s S K Mehta & Co. is the sole Statutory Auditor of the Company.

Statutory Auditor have expressed their unmodified opinion on the Standalone Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial statements referred in the Auditors Report are self-explanatory.

Representatives of both the Joint Statutory Auditors of your Company attended the previous AGM of your Company held on September 14, 2023.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board re-appointed M/s. Parikh Dave & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for FY24. The Secretarial Audit Report for the year under review is provided as Annexure – C of this report.

Secretarial Audit of Material Unlisted Indian Subsidiary

The Company is not having any subsidiary and therefore the Company is not required to undertake the Secretarial Audit of Material Unlisted Indian Subsidiary.

Secretarial Standards

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

Cost Records and Cost Auditors

During the year under review, in accordance with Section 148(1) of the Act, the Company has maintained the accounts and cost records, as specified by the Central Government. Such cost accounts and records are subject to audit by M/s. N D Birla & Co., Cost Auditors of the Company for FY 24.

The Board has re-appointed M/s N D Birla & Co, Cost Accountants (Firm Registration Number: 000028) as Cost Auditors of the Company for conducting cost audit for the FY 2024-25. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 2024-25 is provided in the Notice of the ensuing Annual General Meeting.

The Cost accounts and records as required to be maintained under section 148 (1) of the Act are duly made and maintained by the Company.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Companys officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

Particulars of Employees

Your Company had 686 permanent employees and workers as of March 31, 2024.

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees remuneration are provided in Annexure – D of this report. The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. The Company has zero tolerance on sexual harassment at the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo a mandatory training/ certification on POSH to sensitise themselves and strengthen their awareness. During the year under review, your Company has not received any complaint pertaining to sexual harassment. All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by your Company.

Vigil Mechanism

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of your Company provides for adequate safeguard against victimisation of whistle blowers who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases.

No person has been denied access to the Chairperson of the Audit Committee. The said policy is uploaded on the website of your Company and the link of the same is given in Annexure – A to this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

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 of the Companies (Accounts) Rules, 2014, as amended is provided as Annexure – E of this report.

Cyber Security

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

Code for prevention of insider trading

Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Companys shares by Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarise with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website and link for the same is given in Annexure – A of this report.

The employees are required to undergo a mandatory training/ certification on this Code to sensitise themselves and strengthen their awareness.

General Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of these nature during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to employees of your Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and your Companys operation in future.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

5. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

6. One time settlement of loan obtained from the Banks or Financial Institutions.

7. Revision of financial statements and Directors Report of your Company.

Acknowledgement

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government Departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.

For and on behalf of the Board of Directors

	Ajay Kapur
Place: Ahmedabad	Chairman
Date: April 27, 2024	DIN: 03096416