Symphony Ltd Directors Report

Key Financials as on March 31, 2024

Your Company, along with its subsidiaries, has a global presence in four continents. The Company has prepared consolidated accounts of the holding company and all its subsidiaries, in accordance with the Ind AS that are applicable. The consolidated total revenue stood at H 1,206.80 Crores (PY H 1,237.79 Crores). The profit after tax was H 148.13 Crores (PY H115.88 Crores). The standalone total revenue stood at H843.94 Crores (PY H930.60 Crores). The profit after tax was H153.04 Crores (PY H164.80 Crores).

The highlights of the key financials are as under:

CONTRIBUTION TO EXCHEQUER

Your Company has contributed a sum of H100.98 Crores to the exchequer during the financial year 2023-24 by way of duties and taxes on a standalone basis.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for FY 2023-24 in the profit and loss account.

RETURNS TO INVESTORS - DIVIDEND

The Board has recommended a final dividend of H8.00 (400%) per equity share having face value of H2.00 each, subject to approval of members at their ensuing annual general meeting for the financial year ended on March 31, 2024. The aggregate dividend for the financial year ended on March 31, 2024, would be H13.00 (650%) [including interim dividends of H5.00 (250%)] per share.

The total pay-out towards dividend for the financial year 2023-24 would be H89.64 Crores, translating into a dividend pay-out of 61% on consolidated net profit, which is in line with the Shareholders Reward Policy of the Company.

RETURNS TO INVESTORS — BUYBACK OF SHARES

During the year under review, the Company has completed a buyback of 10,00,000 equity shares for an aggregate amount of H200 Crores through the tender offer route from its existing shareholders.

Pursuant to the provisions of the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 and the Companies Act, 2013 and rules made thereunder, the Company has extinguished 10,00,000 equity shares with the face value of H2/- each, on May 25, 2023 and post buyback, the paid up share capital of the Company stands at H13,79,14,000/-, divided into 6,89,57,000 equity shares.

Further an amount of H248 Crores was utilised for buyback of equity shares (including transaction cost and tax on buy back of equity shares). Also, H0.20 Crores were transferred to the capital redemption reserve account upon buyback of equity shares.

Shareholders Reward Policy (Including Dividend Distribution Policy)

Symphony believes in maintaining a fair balance over a long term, between pay-out/reward to the shareholders, and cash retention. The Company has been conscious of the need to maintain consistency in pay-out/reward to the shareholders. The quantum and manner of pay-out/reward to the shareholders of the Company shall be recommended by the Board of Directors of the Company.

The Shareholders Reward Policy (including the Dividend Distribution Policy) can be accessed at https://svmphonvlimited.com/wp-content/ uploads/2024/03/Shareholders-Reward-Policy.pdf

MATERIAL CHANGES AND COMMITMENT

There have been no material changes or commitments affecting the financial position of the Company which occurred between the end of the financial year and the date of this report, to which the financial statements relate. There has been no change in the nature of the business of the Company.

Household Coolers:

During the year, the season began on a low note due to the previous summers unfavourable conditions in many parts of India. However, we strategically realigned our entire range for a better collection and corrected the prices of our models based on market dynamics and segment mapping.

We launched new models including new variants of some of our widely popular models. The Mastercool series was introduced is an economical range, designed for rural and price sensitive markets. The Windblast series was launched to cater to consumers seeking much higher airflow. Further focusing on new segments, we also launched Buddy for personal cooling, the Duet Kitchen Cooling Fan, and the super silent Surround-B Tower Fan, in the Indian market.

Our secondary growth scheme, Symphony Ka Mahotsav (SKM), was launched with the Inner Circle concept, with a tiered structure for our channel partners.

With a focused approach to drive our product reach deeper into the hinterland, we put a strategic focus on acquiring new channel partners in rural areas and tier III/IV towns. These efforts have yielded significant growth to our network in these areas.

Direct to Consumer (D2C):

Symphonys D2C channel is a vibrant facet of our dynamic business structure. In todays digital age, where a section of customers favours direct online purchases, Symphony is leveraging its D2C platform to establish a direct connection with consumers. Our D2C platform offers fast and personalized interactions through emails, texts, and live chats, enabling us to engage with our customers intimately. We understand that this direct engagement allows us to swiftly interpret and act on consumer trends. Setting us apart from the typical D2C model, Symphonys D2C operations boast a fully prepaid system with very low cancellations and returns. Our online store is dedicated to showcasing our superior coolers while upholding the highest standards in customer care and satisfaction.

E-commerce:

The Company has achieved a comprehensive alignment across platforms, deploying key advertising modules such as Search and Display, with Symphony emerging as the title sponsor for the Cooling Days events on both, Amazon and Flipkart. In a synergistic approach, integrated marketing efforts have been made, both offline and on e-commerce platforms, with a notable SB video on Amazon serving as a TVC, and the unveiling of the "India ka No. 1 Cooler" banners. In addition to promoting the coolers, there has been a particular emphasis on the growth and development of the Surround tower fans. Furthermore, the Company is gearing up to expand its tabletop range with the introduction of the Buddy and Duet Mini models. The Surround and Tabletop (TT) ranges have received a positive response on the e-commerce marketplace, particularly the Duet Minis spot cooling feature. Additionally, there is a focus on promoting the Movicool range, which is being listed on the e-commerce marketplace for the first time.

Large Space Venti Cooling (LSV):

The LSV division of Symphony continued strongly on its growth trajectory. True to being the growth driver for the organization, it persisted in creating awareness related to industrial and commercial coolers across all potential micro locations and customers from varied segments. We further enhanced our customer outreach by participating in curated segment-centric seminars and impactful exhibitions. We supported our on-field efforts through targeted campaigns using digital media and local print ads.

Backed by our strong sales and service network, not only did our LSV products perform beyond our expectations, but the quality of sales also improved as a result of stringent monitoring of each and every installation through its entire lifecycle. In order to offer smooth customer experiences at the ground level, the entire customer journey is now being structurally monitored. Additionally, advanced features in the Sales CRM have also been adopted, such as an AI-enabled chatbot for continuous customer engagement at every stage.

Service:

The digitization of our service operations has been a resounding success, leading to more streamlined and efficient processes. By adopting digital tools, we have been able to automate routine tasks, slash response times, and significantly improve the quality of our services. We have also implemented analytics and decision automation to inform our service strategies and better allocate resources.

Our integration of AI and NLP technologies into our social media and WhatsApp channels has yielded significant benefits. We now offer 24/7 availability, ensuring customers receive timely responses at any hour. Moreover, our efficient query resolution system swiftly addresses routine inquiries, freeing up our team to concentrate on more complex issues. These advancements have collectively elevated our standard of customer service.

Export:

During the year under review, your Company experienced significant growth in the Middle East, securing orders from both, existing and new partners in the region. Notably, your Company achieved an impressive 100% growth in both, South Africa and the Middle East.

Business in key SAARC markets, including Sri Lanka and Bangladesh, saw a revival. Similarly, there was growth from Nepal vis-a-vis the previous year. However, challenges persisted in important markets such as Egypt, Sudan, and Myanmar. In Vietnam, your Company encountered challenges following the imposition of higher duties on imports from India, particularly when compared to duties on imports from China. The company has made progress in European markets, securing a foothold in key regions. However, a weak summer in the UK during 2023 led to subdued purchases from retailers for the upcoming seasons.

(i) Climate Technologies Pty Limited (CT), Australia:

The Company is well placed in its transformation plans to drive revenue growth while continuing to reduce the cost of doing business and product costs going forward. The Company launched new portable cooling and heating products that should widen the portfolio for prospective sales and is well positioned to launch a new range of efficient reverse cycle air conditioning products. This will help us to not only cover our traditional markets but will allow for Australia-wide sales opportunities. The Company has also commenced outsourcing arrangements that should further enhance asset lightness and viability, the benefits of which will continue to show in the near future.

The Companys performance in this geography has been challenged on account of several external factors but we are confident that we are progressing well with our transformation plans to continue with the turnaround in business performance.

(ii) Bonaire USA LLC, (BUSA), USA:

The Company launched new ductless minisplit air conditioner range that should widen the portfolio for prospective sales and will look to launch a new range of portable products to address the revenue downturn. The Company continued its move from offline engagement to online by working with Amazon to position products and push sales; the development of the direct-to-consumer (D2C) store continued, which should translate into enhanced online revenues in the near future.

The Company encountered a revenue challenge on account of a major retailers decision to discontinue our portable range of products, while continuing to carry our installed home cooling products. At the same time, the Company was successful in accessing another major retailer and will continue to drive sales into other retailers to drive revenue growth.

(iii) IMPCO S. de R. L. de C. V. (IMPCO), Mexico:

In 2023-24, your Company achieved a record annual revenue of HI 78 Crores representing a 51% increase compared to the previous year. This growth was fueled by a robust summer season. However, there were challenges like delays in the washer project and shortages in sales of both, metal and plastic rooftop products.

On the positive side, the gross margin improved significantly, driven primarily by maintaining prices, while benefiting from reductions in material costs.

Overall, despite challenges, your Company demonstrated resilience and growth in key financial metrics.

(iv) Guangdong Symphony Keruilai Air Coolers Co. Ltd. (GSK), China:

In China, due to tense relations with the United States, many small enterprises closed down, and the economic recovery was unsatisfactory. The air cooler market was depressed, especially the sales of small models of industrial air coolers, mainly used by small enterprises, fell sharply.

On the other hand, large enterprises, especially large state-owned enterprises, showed growing demand for large model air coolers. GSKs broad product range helped to boost sales of large air coolers by more than 100 percent. During the year, we also launched KREEN, a large format commercial cooler — this will help us cater to newer segments in the market.

At the same time, the company optimized the internal management, so that the procurement cost and production cost steadily decreased, helping GSK achieve its best ever EBITDA margins.

(v) Symphony Climatizadores Ltda. (SCL), Brazil

The year had started with a big carried forward inventory on account of the weak summer in the previous year. To drive sales aggressively, new accounts were opened with major customers. Distribution was expanded to the northern and north-eastern regions of Brazil. With the tailwind of strong summer, coupled with network expansion, the companys revenues grew by 178% over the previous year. The year also saw Symphony making its maiden entry into the GFK retail report for the air cooler category and got established as one of the major air cooler brands in Brazil.

AWARDS AND ACCOLADES

Symphony has been recognized:

(a) as Indias Great Place to Work™ 2024.

(b) among the Top 50 organizations for Indias Best Workplaces™ in Manufacturing 2024

(c) among the Top 100 organizations for Indias Great Mid-size Workplaces™ 2024.

(d) as a Great Place to Work for Best Workplaces™ in Consumer Durables 2024.

(e) for "Best use of AI in a Campaign" at The Mommy Awards, 2023.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report for the financial year ended March 31, 2024, is part of this annual report.

CORPORATE GOVERNANCE

Your Company believes in conducting its affairs in a fair, transparent, and professional manner and maintaining good ethical standards and accountability in its dealings with all its constituents. Pursuant to the provisions of Regulation 34(3) read with Schedule V of the Listing Regulations, the Corporate Governance Report for the financial year ended March 31, 2024, is part of this annual report.

The requisite certificate obtained from the practising company secretaries confirming compliance with the conditions of corporate governance is attached with the report on corporate governance.

SUBSIDIARIES

Your Company has six overseas subsidiary companies, (i) IMPCO S. de R. L. de C.V. (IMPCO), Mexico, (ii) Guangdong Symphony Keruilai Air Coolers Co. Ltd. (GSK), China, (iii) Symphony AU Pty Limited (SAPL), Australia, (iv) Climate Technologies Pty Limited (CT), Australia, (v) Bonaire USA LLC (BUSA), USA, and (vi) Symphony Climatizadores Ltda. (SCL), Brazil. All subsidiaries are wholly-owned subsidiaries of the Company.

During the year, the Company has additionally invested AUD 15 million in Symphony AU Pty Limited, Australia, a wholly owned subsidiary of the Company.

In compliance with Regulation 24 of the Listing Regulations, Mr. Naishadh Parikh, Independent Director of the Company continued to represent the Company on the board of its subsidiary companies viz., (i) Climate Technologies Pty Limited, Australia, and (ii) Symphony AU Pty Limited, Australia.

Further, based on the audited accounts of the Company for the year ended March 31,2024, IMPCO S. de R. L. de C.V., (IMPCO), Mexico, has become a material subsidiary of the Company.

In accordance with Section 129(3) of the Companies Act, 2013 (the Act), the Company has prepared a consolidated financial statement of the Company and its subsidiary companies, which forms part of the Annual Report. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Companys subsidiaries in Form No. AOC-1, is annexed to the financial statements of the Company. The statement also provides the details of performance and financial position of the subsidiaries of the Company.

The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of the Company during business hours on all days except Sundays and public holidays, up to the date of the Annual General Meeting as required under Section 136 of the Act. Any member desirous of obtaining a copy of the said financial statement may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statement, financial statements of subsidiaries, and all other documents required to be attached to this report have been uploaded on the website of the Company — https://www.svmphonvlimited.com/investor/ results/#1668762167371-3516390d-82bd.

CORPORATE SOCIAL RESPONSIBILITY

As required under Section 135 of the Act and the rules made thereunder, the annual report on Corporate Social Responsibility containing details about the composition of the committee, CSR activities, amount spent during the year, and other details, is enclosed as Annexure - 1. The Corporate Social Responsibility Policy is displayed on the website of the Company.

AUDITORS

The auditors report does not contain any qualification, reservation, or adverse remark, and is self-explanatory; thus, it does not require any further clarifications/ comments.

During the year under review, the auditors have not reported to the Audit Committee or the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

SECRETARIAL AUDIT REPORT

As required under the provisions of Section 204 of the Act, the Board of Directors of your Company had appointed M/s. SPANJ & Associates, practicing company secretaries, to conduct a Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2024, is annexed to the Boards Report as Annexure - 2.

The secretarial auditors report does not contain any qualification, reservation, or adverse remark and is selfexplanatory; thus, it requires no further clarifications or comments.

COST AUDITORS

During the year under review, the Company was not required to maintain cost records and hence, cost audit was not applicable. No manufacturing activities or services, covered under the Companies (Cost Records and Audit) Rules, 2014, have been carried out or provided by the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Reena Bhagwati has been appointed as Independent Director of the Company for a second consecutive term of five years with effect from February 5, 2024, by the members of the Company in their Annual General Meeting held on August 4, 2023.

During the year under review, the Board of Directors has considered and approved the elevation and redesignation of Mr. Nrupesh Shah (DIN: 00397701), Executive Director of the Company, as Managing Director - Corporate Affairs, as well as the revision in his remuneration with effect from October 26, 2023, until the end of his current term, i.e. upto October 31,2026. The same has been approved by the shareholders of the Company through postal ballot resolution dated December 6, 2023.

Ms. Jonaki Bakeri, Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

Mr. Santosh Nema was appointed as an Independent Director of the Company pursuant to Section 149 of the Companies Act, 2013 for the first term of five years and will hold office up to July 30, 2024. Considering his knowledge, expertise, and experience, and the substantial contribution made by him during his tenure as an Independent Director, the Nomination and Remuneration Committee and the Board have recommended the re-appointment of Mr. Santosh Nema as an Independent Director on the Board of the Company, to hold office for the second term of five consecutive years, commencing from July 31, 2024, to July 30, 2029, and not liable to retire by rotation.

The Board of Directors at its meeting held on June 25, 2024, has proposed the appointment of Ms. Malavika Harita (DIN: 09005600) as an Independent Woman Director of the Company for a period of five years effective from August 6, 2024, subject to approval of members in their ensuing annual general meeting.

Brief profiles of Ms. Jonaki Bakeri, Mr. Santosh Nema and Ms. Malavika Harita, as required under Regulation 36(3) of the Listing Regulations and Secretarial Standards - 1, are annexed to the notice convening the Annual General Meeting, which forms part of this Annual Report. Your Directors recommend their appointment/reappointment.

The Board is of the opinion that the Independent Directors of the Company are independent of the management, possess requisite qualifications, experience, proficiency and expertise in the fields of sales and marketing, finance, quality, innovation, product design, supply chain management, strategy, legal and regulatory and governance aspects, and they hold highest standards of integrity.

ANNUAL RETURN

In accordance with Section 134(3)(a) and Section 92(3) of the Act, the Annual Return of the Company has been placed on the website of the Company and can be accessed at

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Directors of the Company hereby state and confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31,2024, the applicable Indian accounting standards have been followed and there are no material departures from the same;

(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, 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 the Act, read with rules made thereunder, 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;

(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.

MEETINGS OF THE BOARD

Four meetings of the Board ofDirectors of the Company were held during the year under review. The details of composition, meetings, and attendance, along with other details of the Board have been reported in the Corporate Governance Report, which is annexed to the Boards report.

Your Company has complied with the Secretarial Standards applicable to the Company, pursuant to the provisions of the Act.

AUDIT AND OTHER COMMITTEES

The audit committee comprises Mr. Naishadh Parikh (Chairman), Mr. Ashish Deshpande, Ms. Reena Bhagwati, and Mr. Santosh Nema as members. In accordance with the provisions of Section 177(8) of the Act and Listing Regulations, the Board has accepted all the recommendations of the audit committee during the financial year 2023-24.

The details of composition, meetings, and attendance, along with other details of the audit committee and other committees, are reported in the Corporate Governance Report, which is annexed to the Boards report.

NOMINATION & REMUNERATION POLICY

The Company has framed the Nomination & Remuneration Policy for appointment of directors, key managerial personnel and senior management personnel, their remuneration, and the evaluation of directors and the Board. The said policy is part of the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES, SECURITY, OR INVESTMENTS

The liquidity position of your Company is fairly comfortable and therefore the surplus funds were invested to generate returns.

Details of loans, guarantees, and investments under the provisions of Section 186 of the Act as on March 31, 2024, are set out in notes numbered 4, 5, 9, and 35 of the Standalone Financial Statements of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with related parties for the year under review were on an arms length basis, and in the ordinary course of business. The same were placed before the audit committee and before the Board for their approval. The Company has also obtained omnibus approval on a yearly basis for transactions which are of a repetitive nature. All related party transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

There are no materially significant related party transactions that may have potential conflict with the interest of the Company. The disclosure of related party transactions as required under Section 134(3)(h) of the Act, is not applicable to your Company. Members may refer to Note no. 35 of the standalone financial statement, which sets out related party disclosures pursuant to IND AS.

Transactions with persons or entities belonging to the Promoter/Promoter Group which holds 10% or more shareholding in the Company, have been disclosed in the accompanying financial statements.

RISK MANAGEMENT

As per the requirement of the Listing Regulations, the Company has constituted the Risk Management Committee. The Company is aware of the risks associated with its business. It regularly analyses and takes corrective actions for managing/mitigating these risks. The Company also periodically reviews its process for identifying, minimizing, and mitigating risks. The Board of Directors of the Company has framed a risk management policy that is being adhered to by the Company. There are no risks which, in the opinion of the Board, threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis, which forms part of this report.

ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and Listing Regulations, the Board of Directors has carried out an annual performance evaluation of its own performance, its committees, and all the directors of the Company as per the guidance notes issued by SEBI in this regard. The Nomination and Remuneration Committee has also reviewed the performance of the Board, the committee, and all directors of the Company as required under the Act and the Listing Regulations.

i. Criteria for evaluation of the Board

Criteria for evaluation of the Board broadly covers the competency, experience, qualification of the director, diversity of the Board, meeting procedures, strategy, management relations, succession planning, functions, duties, conflict of interest, grievance redressal, corporate culture and values, governance and compliance, and evaluation of risks, among other things.

ii. Criteria for evaluation of the committee

Criteria for evaluation of the committee cover mandate and composition, effectiveness, structure and meetings, independence of the committee from the Board, and contribution to the decisions of the Board.

iii. Criteria for evaluation of directors

These broadly cover qualification, experience, knowledge and competency, ability to function as a team, initiative, attendance, commitment, contribution, integrity, independence, participation at meetings, knowledge and skills, personal attributes, leadership, and impartiality, among other things.

The Board of Directors have expressed their satisfaction with the evaluation process.

DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors have submitted their declarations stating that they meet the criteria of independence as specified under Section 149(6) of the Act and Listing Regulations, as amended from time to time.

VIGIL MECHANISM

The Company has established a vigil mechanism (Whistle Blower Policy) to provide adequate safeguards against victimization and to provide direct access to the Chairman of the Audit Committee in appropriate cases. This mechanism is available on the website of the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

PARTICULARS OF EMPLOYEES

The statement of disclosure of remuneration and other details, as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules), are set out as Annexure - 3 to the Boards Report.

The statement of disclosures and other information as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Rules is part of this report. However, as per the second proviso to Section 136(1) of the Act and the second proviso of Rule 5(3) of the Rules, the report and financial statement are being sent to the members of the Company, after excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the registered office of the Company.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has laid down internal financial controls to ensure the systematic and efficient conduct of its business, including adherence to the Companys policies and procedures, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. These are reviewed by the statutory auditor and internal auditor at regular intervals and by the audit committee.

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

Your Company has in place an anti sexual harassment policy, in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal complaints committee has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

There were no complaints received or disposed of during the year under review; there were no pending complaints until the end of the financial year, either.

DEPOSIT

The Company has not accepted any deposit during the year under review, and no unclaimed deposits or interest were outstanding as on March 31, 2024.

INSURANCE

The insurable interests of the Company including building, plant and machinery, stocks, vehicles, and other insurable interests are adequately covered.

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

Pursuant to provisions of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, details relating to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo are given as Annexure - 4.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Business Responsibility and Sustainability Report for the financial year 2023-24, as stipulated under Regulation 34 of the Listing Regulations is annexed to this report as Annexure - 5.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE

As on the date of the report, no application is pending against the Company under the Insolvency and Bankruptcy Code, 2016, and the Company did not file any application under (IBC) during the financial year 2023-24.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no such transactions during the year under review:

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

b. Issue of shares (including sweat equity shares) to employees of your Company, under any scheme.

c. Neither the Managing Directors, nor the Executive Director of your Company received any remuneration during the year from any of its subsidiaries.

d. There was no instance of onetime settlement with any bank or financial institution.

ACKNOWLEDGEMENT