Tatva Chintan Pharma Chem Ltd Directors Report

To,

The Members,

Tatva Chintan Pharma Chem Limited

Your Directors take immense pleasure in presenting the Twenty Eighth (28th) Annual Report covering the highlights of the finances, business, and operations of Tatva Chintan Pharma Chem Limited ("the Company") together with the Audited Financial Statements of the Company (standalone and consolidated) prepared in compliance with Indian Accounting Standards (Ind AS), for the financial year ("FY") ended 31 March 2024.

1. Financial Highlights of the Company

( in Million)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	3786.77	4030.44	3935.04	4236.12
Other income	75.08	56.78	75.09	57.44
EBITDA (Including other income)	743.73	603.56	757.05	663.25
EBITDA (Excluding other income)	668.65	546.78	681.96	605.81
Interest and financial charges	65.07	83.84	65.32	84.04
Depreciation and amortisation expense	256.01	95.54	256.05	95.55
Profit / (Loss) before exceptional item and taxes	422.65	424.18	435.68	483.66
Exceptional item	-	35.87	-	35.87
Tax expense	129.17	(16.34)	132.14	(7.08)
Profit / (Loss) for the year	293.48	404.65	303.54	454.87
Other comprehensive income	(1.67)	(1.29)	0.21	6.48
Total comprehensive income	291.81	403.36	303.75	461.35

2. Performance Review and State of Companys Affairs Consolidated

The Consolidated revenue from operations decreased by 7.11% from 4236.12 million for FY 2022-23 to 3935.04 million for FY 2023-24, EBITDA (Including other income) increased by 14.14% from 663.25 million in FY 2022-23 to 757.05 million in FY 2023-24, Profit after tax decreased by 33.27% from 454.87 million in FY 2022-23 to 303.54 million in FY 2023-24. The earnings per shares (Basic / Diluted) decreased by 35.38% from 20.52 to 13.26 as compared to previous financial year.

Standalone

The Standalone revenue from operations decreased by 6.05% from 4030.44 million for FY 2022-23 to 3786.77 million for FY 2023-24, EBITDA (Including other income) increased by 23.22% from 603.56 million in FY 2022-23 to 743.73 million in FY 2023-24, Profit after tax decreased by 27.47% from 404.65 million in FY 2022-23 to 293.48 million in FY 202324. The earnings per share (Basic / Diluted) have decreased by 29.79% from 18.26 in FY 2022-23 to 12.82 in FY 2023-24 as compared to previous financial year. The key elements for

profits during the year is cost optimization, prudent internal management, new customer acquisition, new product launch and market growth.

The Export share in "revenue from operations" is ~70% during FY 2023-24. The business continued to experience headwinds in demand generation from both global and domestic majors.

Moreover, the efforts on creating a diversified portfolio of innovative products, winning new customers and penetration into new markets are ongoing.

3. Responding to Unprecedented Challenges with Resilience

In the financial year 2023-24, our Company experienced continued complexity and dynamic challenges. Despite the persistent uncertainties stemming from global economic uncertainty, geopolitical conflicts, supply chain disruptions, and unforeseen market shifts, we are poised to tackle these challenges with unwavering determination and adaptability. Our steadfast commitment to innovation and strategic planning will enable us to swiftly respond to emerging situations, ensuring the continuity of our operations and the

delivery of value to our stakeholders. By fostering a culture of collaboration and agility, we will harness the collective strength of our workforce to navigate through uncertainties and achieve commendable results. This resilience will not only help us withstand the storms but also unlock new opportunities for growth and innovation. As we look ahead, we are confident that the lessons learned from past challenges will fortify our Company, paving the way for a more resilient and sustainable future.

4. Dividend

Your Companys policy on Dividend Distribution is available at https://www.tatvachintan.com//webfiles/ CorporateGovernance/PDF/dividend-distribution-policy.pdf

In accordance with the said policy, the Board of Directors has recommend a final dividend of 2/- per equity share for the financial year ended 31 March 2024 (previous financial year - 2/- per equity shares). If the above recommendation is approved by the Members of the Company at the ensuing Annual General Meeting, the total outflow on this account will be 46.78 million (previous financial year - 46.78 million).

Pursuant to the provisions of the Finance Act, 2020, the said final dividend will be liable for deduction of income tax at source.

5. Transfer to Reserves

During the year under review, the Board of Directors has decided to retain the entire amount of profits for FY 2023-24 in the retained earnings and not to transfer any amount to General Reserve.

6. Material Changes and Commitments

The Company has not made any material changes or commitments which affect the financial position of the Company between the end of the financial year to which the financial statements relate and the date of signing of this report.

7. Share Capital and Change Therein

Authorised Share Capital of the Company is 40,00,00,000/-

(Rupees Forty Crore Only) divided in to 4,00,00,000 (Four Crore) Equity Shares of 10/- (Rupees Ten only) each.

Issued, Subscribed and Paid-up share capital of the Company is 23,39,20,550/- (Rupees Twenty Three Crore Thirty Nine Lakhs Twenty Thousands Five Hundred and Fifty only) divided into 2,33,92,055 (Two Crore Thirty Three Lakhs Ninety Two Thousand and Fifty Five) Equity Shares of 10/- (Rupees Ten Only) each.

Qualified Institutions Placement (QIP)

During the year under review, pursuant to the approval of the Board of Directors in its meeting held on 11 July 2023 and the approval of the Members of the Company by postal ballot

process on 13 August 2023, the Company had issued and allotted 12,26,993 Equity Shares of face value 10/- (Rupees Ten) each at a price of 1,630/- per equity share, (including a premium of 1,620/- to the face value of 10 per Equity Share) which is at a discount of 4.38% (i.e., 74.74 per Equity Share), to the Floor Price of 1704.74 per Equity Share, aggregating to 1,99,99,98,590/- (One Hundred and Ninety-Nine Crore Ninety-Nine Lakh Ninety-Eight Thousand Five hundred and Ninety Only) to Qualified Institutional Buyers (QIBs) on 29 August 2023. Pursuant to QIP, the paid up share capital of the Company has been increased from 22,16,50,620/- to 23,39,20,550/- during the Financial year 2023-24.

a) Buy Back of Securities

Your Company has not bought back any of its securities during the year under review.

b) Sweat Equity

Your Company has not issued any Sweat Equity Shares during the year under review.

c) Bonus Shares

Your Company has not issued any Bonus Shares during the year under review.

d) Employee Stock Option Plan

Your Company has not provided any Stock Option Scheme to the employees.

8. Utilisation of IPO Proceeds

Your Company has fully utilised IPO proceeds as per the objects stated in the Prospectus of the Company and pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations") during the period under review, there was no deviation / variation in utilisation of funds raised in respect of the initial public offering of the Company. The Company has appointed ICICI Bank Limited as Monitoring Agency in terms of Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time, to monitor the utilisation of IPO proceeds and the Company has obtained monitoring reports from the Monitoring Agency from time to time. The Company has, after placing before the Audit Committee and the Board submitted the Statement(s) and report as required under Regulation 32 of the SEBI Listing Regulations to both the exchanges where the shares of the Company are listed, namely, BSE Limited and National Stock Exchange of India Limited on timely basis. There is no variation in the utilisation of issue proceed of IPO money.

9. Utilisation of Qualified Institutional Placement (QIP) Proceeds

Your Company has fully utilised QIP proceeds as per the objects stated in the Placement Document of the Company and pursuant to Regulation 32 of the Securities and Exchange Board

of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations") during the period under review, there was no deviation / variation in utilisation of funds raised in respect of the QIP of the company. The Company has appointed CRISIL Rating Limited as Monitoring Agency in terms of Regulation 173A of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time, to monitor the utilisation of QIP proceeds and the Company has obtained monitoring reports from the Monitoring Agency from time to time. The Company has, after placing before the Audit Committee and the Board submitted the Statement(s) and report as required under Regulation 32 of the SEBI Listing Regulations to both the exchanges where the shares of the Company are listed, namely, BSE Limited and National Stock Exchange of India Limited on timely basis. There is no variation in the utilisation of issue proceed of QIP money.

10. Finance

During the year under review, your Company availed various financial facilities from the existing Bankers as per the business requirements. Your Company has been regular in paying interest and repayment of the principal amount of the lender(s).

11. Change in Nature of Business, if any

During the year under review, there has been no material change(s) in the business of the Company or in the nature of business carried by the Company.

12. Deposits

During the year under review, your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 ("the Act") read with Companies (Acceptance of Deposits) Rules, 2014. The Company has no unclaimed / unpaid matured deposit or interest due thereon.

13. Subsidiaries, Joint Ventures and Associate Companies

As on 31 March 2024, your company has Two (2) Wholly Owned Subsidiaries ("WOS") as detailed below;

Sr. No. Name of the Company	Type of Company	Location
1. Tatva Chintan	Wholly Owned	United States of
USA Inc.	Subsidiary	America
2. Tatva Chintan	Wholly Owned	Amsterdam,
Europe B.V.	Subsidiary	The Netherlands

Statement containing salient features of the Financial statement of subsidiaries Company as per the Companies Act, 2013 is provided in form AOC-1 at Annexure-A to this Report.

Your Companys policy on material subsidiary is also available on the website of the Company at https://www.tatvachintan. com/corporate-eovernance.aspx.

Details of New Subsidiary / Joint Ventures / Associate Companies:

There is no new Subsidiary / Joint Ventures / Associate Companies of the Company during the year under review.

Details of the Company who ceased to be its Subsidiary / Joint Ventures / Associate Companies:

No Company ceased to be Subsidiary / Joint Venture / Associate Company of the Company during the year under review.

14. Particulars of Related Party Transactions

I n line with the requirements of the Companies Act, 2013 ("the Act") and SEBI Listing Regulations, as amended from time to time, the Company has formulated a Policy on Related Party Transactions ("RPT Policy") for identifying, reviewing, approving and monitoring of Related Party Transactions. The RPT Policy is available on the Companys website at https:// www.tatvachintan.com/corporate-governance.aspx.

All related party transactions entered into during FY 202324 were on arms length basis and in the ordinary course of business and were reviewed and approved by the Audit Committee. With a view to ensure continuity of day-to-day operations, an omnibus approval is also obtained for related party transactions which are of repetitive in nature and entered in the ordinary course of business and on an arms length basis. There was no materially significant Related Party Transaction made by the Company during the year that would have required Shareholders approval under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A statement giving details of all related party transactions entered pursuant to the omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review.

Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of Related party transaction which were transacted during the year under review on arms length basis and in the ordinary course of business are set out as in form AOC-2 at Annexure-B to this Report.

In terms of Regulation 23 of the SEBI Listing Regulations, your Company submits details of related party transactions on a consolidated basis as per the format specified in the relevant accounting standards to the stock exchanges on a half-yearly basis.

The details of the transactions with related parties are provided in the accompanying Financial Statements.

15. Risk Management

Risk Management at Tatva Chintan Pharma Chem Limited forms an integral part of Management focus.

The Risk Management Policy of the Company, which is reviewed by the Risk Management Committee of the Board ("RMC") and approved by the Board of Directors, provides the framework

of Enterprise Risk Management ("ERM") by describing mechanisms for the proactive identification and prioritisation of risks based on the scanning of the external environment and continuous monitoring of internal risk factors. The ERM framework identifies, evaluates, manages and reports risks arising from the Companys operations and exogenous factors.

The Company has deployed holistic approaches to drive organization wide Risk Management. The holistic process includes identification and regular assessment of risks by the respective departments and implementation of mitigation strategies.

The RMC oversees the risk management process in the Company. The RMC is chaired by a Whole time Director and the Chairperson of the Audit Committee is also a Member of the RMC.

Further, the Chairman of the RMC briefs the Board in Board Meetings about the significant discussions at each of the RMC Meetings. This robust governance structure has also helped in the integration of the ERM with the Companys Strategic

Planning Process where emerging risks are used as inputs in such process. The RMC meets periodically to review all the key risks, mitigation measures and also assess the status of mitigation measures.

The Risk Management Policy is available on Companys website at https://www.tatvachintan.com/corporate-eovernance.aspx.

Some of the risks identified are set out in the Management Discussion and Analysis which forms part of this Annual Report.

Risk Management Committee

Pursuant to the provisions of Regulation 21 of the SEBI Listing Regulations, the Board of Directors at their meeting held on 17 January 2022 has constituted a Risk Management Committee which is responsible for management of risk, avoid / reduce exposure to significant financial loss and achieve risk management objectives as specified under Risk Management Policy. The Corporate Governance Report, which forms part of this report, contains the details of Risk Management Committee of the Company.

16. Directors and Key Managerial Personnel ("KMP") and changes therein

Directors

As on 31 March 2024, the Board of Directors of your Company comprised of six Directors, viz., three executive Directors and three Independent Directors including one women Independent Director. Details of the same are as below:

Sr. No. Name of Director	Designation	Date of Appointment	Date of Cessation
1 Mr. Chintan N. Shah	Chairman and Managing Director	12/06/1996	-
2 Mr. Shekhar R. Somani	Whole time Director	12/06/1996	-
3 Mr. Ajaykumar M. Patel	Whole time Director	12/06/1996	-
4 CA Subhash A. Patel	Independent Director	27/02/2021	-
5 Dr. Avani R. Umatt	Independent Director	27/02/2021	-
6 Dr. Manher C. Desai	Independent Director	27/02/2021	-

Re-appointment

I n accordance with the provisions of Companies Act, 2013 and Articles of Association of the Company, Mr. Chintan Nitinkumar Shah (DIN: 00183618) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for re-appointment. The Board recommends the appointment of Mr. Chintan Nitinkumar Shah as Director of the Company retiring by rotation. Details of the proposal for the appointment / re-appointment of Directors along with their shareholding in the Company, as stipulated under Secretarial Standard 2 of the Institute of Company Secretaries of India and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, is mentioned in the Notice of the Annual General Meeting.

Cessation

There were no cessations of the Directors during the Financial Year 2023-24.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

Independent Directors

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with sub rule (1) and sub rule (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations and they are independent of the management and they have complied with the code for Independent prescribed in Schedule IV of the Act.

In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any

external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. They are not liable to retire by rotation in terms of Section 149(13) of the Act.

The Board is of the opinion that the all Directors including the Independent Directors of the Company possess requisite qualifications, experience and expertise in their relative fields like science and technology, strategy, finance, governance,

human resources, safety, sustainability, etc. and that they hold highest standards of integrity.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs ("IICA") in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel ("KMP")

As on 31 March 2024, the following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) read with Section 203 of the Act, read with the Rules framed thereunder.

Sr. No. Name of Director / KMP	Designation	Date of Appointment Date of Cessation
1 Mr. Chintan N. Shah	Chairman and Managing Director	12/06/1996 -
2 Mr. Shekhar R. Somani	Whole time Director	12/06/1996 -
3 Mr. Ajaykumar M. Patel	Whole time Director	12/06/1996 -
4 Mr. Ashok Bothra	Chief Financial Officer	03/12/2021 -
5 Mr. Ishwar Nayi	Company Secretary and Compliance Officer	17/01/2022 -

Changes in KMP

During the year under review, there were no changes in the KMP.

Your Company has also received declaration from all the Directors and senior management personnel on compliance of Code of Conduct for Directors and senior management personnel, formulated by the Company.

17. Board and Committee Meetings

Details of Board Meetings

During the year under review, five (5) Meetings of the Board of Directors were held in accordance with the provisions of the Companies Act, 2013 read with rules made there under and the applicable secretarial standards. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report which forms part of the Annual Report of the Company.

Details of Committee Meetings

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time viz.

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders Relationship Committee;

d. Risk Management Committee; and

e. Corporate Social Responsibility Committee;

The Composition of all such Committees, number of meetings held during the year under review, attendance of each of the Directors at such meetings, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Committees were accepted by the Board.

18. Separate Meeting of Independent Directors

During the year under review, one (1) Separate meeting of Independent Directors was held on 20 January 2024. The details of the Independent Directors Meeting and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Report.

19. Familiarisation Programme

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarisation Programme imparted to Independent Directors are available on the Companys official website at https://www.tatvachintan.com/corporate-eovernance.aspx.

20. Evaluation of the Performance of the Board of Directors, its Committees and of Individual Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of its

committees and Chairperson of the Company. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

21. Directors Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, in relation to financial statements of the Company for the year ended 31 March 2024, the Board of Directors to the best of their knowledge and ability, confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

2. The Directors had 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 31 March 2024 and of the profit of the Company for that period;

3. The Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors had prepared the annual accounts on a going concern basis;

5. The Directors laid down the internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. Internal Financial Controls Systems and their Adequacy

Internal Financial Controls are an integrated part of the risk management process. Your Company has adequate internal financial controls in place to address financial and financial reporting risks. The internal financial controls with reference to the financial statements are commensurate with the size, scale and complexity of its operations. The Audit committee defines the scope and authority of the Internal Auditor. The Audit Committee, comprises of professionally qualified Directors, who interact with the statutory auditors, internal auditors and management in dealing with matters within its terms of reference. Your Company has a proper and adequate system of internal controls. Adequate internal financial controls ensure transactions are authorized, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition.

23. Vigil Mechanism / Whistle Blower Policy

As per provisions of Section 177(9) of the Companies Act, 2013 read with Regulation 22(1) of SEBI Listing Regulations, your Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the Directors and employees to report their grievances / concerns about instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in certain cases. It is affirmed that no personnel of your Company have been denied access to the Audit Committee. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time.

The details of the policy as well as its weblink are contained in the Corporate Governance Report and website of the Company at https://www.tatvachintan.com/corporate-governance.aspx.

24. Significant and Material Orders Passed by the Regulators

During the year under review, no significant and material orders were passed by the regulators or courts or Tribunals impacting the going concern status and future operation of the Company.

25. Corporate Social Responsibility

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility ("CSR") Committee. The details of membership of the Committee and the meetings held are detailed in the Corporate Governance Report, forming part of this Report.

CSR Policy is in line with the requirements of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021. The CSR Policy of the Company is available on the website of the Company and can be accessed through the website of the Company at https://www.tatvachintan.com/ corporate-eovernance.aspx.

The annual report on CSR activities containing details of expenditure incurred by the Company and brief details on the CSR activities are provided in Annexure-C to this Report.

26. Board Diversity

The Company recognizes and embraces the importance of a diverse Board in its success. Your Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The policy is available on our website at https:// www.tatvachintan.com//webfiles/CorporateGovernance/ PDF/board-diversity-policy.pdf.

27. Appointment and Remuneration Policy

Your Company has been following a policy with respect to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel ("SMP"). The appointment of Directors on the Board is subject to the recommendation of the Nomination and Remuneration Committee ("NRC"). Based on the recommendation of the NRC, the remuneration of Executive Director is fixed in accordance with the provisions of the Companies Act, 2013 which comprises of Basic Salary and Perquisites / Allowances. The Remuneration of Non-Executive Directors comprises of sitting fees in accordance with the provisions of Companies Act, 2013. The Company had adopted a Remuneration Policy for the Directors, Key Managerial Persons and other employees, pursuant to the provisions of the Act. Managing Director of the Company does not receives any remuneration or commission from any of its subsidiaries. The Remuneration Policy is stated in the Corporate Governance report and weblink for the same is https://www.tatvachintan.com//webfiles/ CorporateGovernance/PDF/nomination-and-remuneration- policy.pdf.

28. Particulars of Employees

Details of remuneration of Directors, KMPs and employees as per Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of Report as Annexure-D. However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to the Members and others entitled thereto, excluding the information on employees remuneration particulars as required under Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure is available for inspection by the Members at the Registered Office of your Company during business hours on all working days of the Company up to the date of the ensuing AGM. Any Member interested in obtaining such information may send their email to cs@tatvachintan. com.

29. Auditors and Their Report

i. Statutory Auditors

At the 27th AGM held on 22 September 2023, M/s. NDJ & Co., Chartered Accountants, (Firm Registration No. 136345W) ("NDJ & Co.") were appointed as Statutory Auditors of the Company for a second term of five (5) consecutive years and shall hold office till the conclusion of 32nd Annual General Meeting.

The auditors Report does not contain any qualification, observation, disclaimer, reservation or adverse remark.

ii. Cost Auditors and Maintenance of Cost Records

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, Your Company is required to prepare, maintain as

well as have the audit of its cost records conducted by a Cost Accountant in whole time practice and accordingly, it has made and maintained such cost accounts and records.

The Board, on the recommendation of the Audit Committee has appointed M/s. Zarna Thakar & Associates, Cost Accountants (FRN: 005956), Vadodara to carry out Cost Audit and issue Cost Audit Report for the Financial Year 2024-25 at a professional fee of 65,000/- (Rupees Sixty Five Thousand Only) plus applicable taxes and out of pocket expenses at actuals, if any

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to M/s. Zarna Thakar & Associates, forms part of the Notice of the 28th AGM forming part of this Annual Report.

The Cost Audit Report for the year under review issued by M/s. Zarna Thakar & Associates, Cost Accountants, does not contain any qualification, reservation or adverse remark or disclaimer.

iii. Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, M/s. TNT & Associates, Practicing Company Secretaries, Vadodara, have been appointed as Secretarial Auditors of the Company to carry out the secretarial audit for FY 2024-25. The report of the Secretarial Auditors for FY 2023-24 is enclosed as Annexure-E forming part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

In accordance with the SEBI Circular dated 08 February 2019 read with Regulation 24A of the SEBI Listing Regulations, the Company has obtained an Annual Secretarial Compliance Report from M/s. TNT & Associates, Practicing Company Secretaries, Vadodara, confirming compliances with all applicable SEBI Regulations, Circulars and Guidelines for the financial year 2023-24. The Annual Secretarial Compliance Report for abovesaid financial year has been submitted to the stock exchanges within 60 days of the end of the said financial year.

M/s. TNT & Associates, Practicing Company Secretaries, Vadodara, has issued a certificate confirming 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 by Securities and Exchange Board of India ("SEBI") / Ministry of Corporate Affairs ("MCA") or any such statutory authority. The said Certificate is annexed to this Report on Corporate Governance.

30. Credit Ratings

During the financial year under review, the long term and short term credit ratings of your Company has been reaffirmed to "A-/Stable" and "A2+" respectively.

31. Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries for FY 2023-24 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Auditors Report thereon forms part of this Annual Report.

32. Information Regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is set out herewith as Annexure-F forming part of this report.

33. Corporate Governance Report

Your Company believes in conducting its affairs in a fair, transparent, and professional manner along with good ethical standards, transparency and accountability in its dealings with all its constituents. Your Company has Complied with all the Mandatory Requirements of Corporate Governance norms as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

The Separate report on Corporate Governance as well as the Secretarial Auditors certificate on the compliance of Corporate Governance thereon forms part of this report as Annexure-G.

34. Failure to Implement any Corporate Action

During the year under review, no such instance where the Company has failed to complete or implement any corporate action within specified time limit.

35. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") of your Company for FY 2023-24 is forming part of this Annual Report as Annexure-H describing the initiatives taken by the Company from an environmental, social and governance perspective.

36. Managements Discussion and Analysis Report

Management Discussion and Analysis as required under Schedule V of the SEBI Listing Regulations is forming part of this Annual Report as Annexure-I.

37. Particulars of Loans Given, Guarantees Given, Security Provided or Investments made under Section 186 of Companies Act, 2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes forming part of the Financial Statements and forms a part of this Annual Report.

38. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company is fully committed to uphold and maintain the dignity of every woman working with the Company. Your Company has Zero tolerance towards any action on the part of any one which may fall under the ambit of Sexual Harassment at workplace.

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed an Internal Complaint Committee ("ICC") for its workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a detailed policy for prevention of sexual harassment at workplace which ensures a free and fair enquiry process with clear timelines for resolution.

The Policy is uploaded on the website of the Company at https:// www.tatvachintan.com//webfiles/CorporateGovernance/ PDF/policy-on-prevention-and-resolution-of-sexual- harassment-at-workplace.pdf.

No complaints were pending at the beginning of the financial year. During the year under review, there was no complaint pertaining to sexual harassment. Further details have been provided in Corporate Governance Report forming part of this report.

39. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act read with the Rules made thereunder, the Annual Return in form MGT-7 as on 31 March 2024 is available on the Companys website at https://www.tatvachintan.com/ financial-information-and-other-disclosures.aspx.

40. Insurance

The Company takes a very cautious approach towards insurance. Adequate cover has been taken for all stock and fixed assets for various types of risks. The Company has Directors and Officers Liability Insurance Policy to provide coverage against the liabilities arising on them.

41. Secretarial Standard

During the year under review, your Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI").

42. Investor Education and Protection Fund ("IEPF")

During the year under review, no amount is required to transferred to Investors Education Protection Fund.

Your Company has appointed Mr. Ishwar Nayi, Company Secretary and Compliance Officer of the Company as Nodal Officer of the Company. Details of the same is available on the websites of the Company at https://www.tatvachintan.com/.

43. Proceedings Pending under the Insolvency and Bankruptcy Code ("IBC")

There is no such proceeding or appeal pending under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and at the end of the financial year, even upto the date of this report.

44. The details of difference between Amount of the valuation done at the time of one time settlement and the Valuation done while taking loan from the Banks or Financial Institutions

No such instance of One-time settlement or valuation was done while taking or discharging loan from the Banks / Financial institutions occurred during the year.

45. Reporting of Fraud During the year under review

The Auditors have not reported any instances of frauds committed in your Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

46. Revision in Financial Statement or Boards Report

During the year under review, no revision in Financial Statement or Boards Report has been made.

47. Events Subsequent to the date of Financial Statements

As on the date of this Report, your Directors are not aware of any circumstances not otherwise dealt with in this Report or in the financial statements of your Company, which would render any amount stated in the Accounts of the Company

misleading. In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report, which would affect substantially the results, or the operations of your Company for the financial year in respect of which this report is made.

48. Industrial Relations / Personnel

Your Company is committed to uphold its excellent reputation in the field of Industrial relations. Through continuous efforts, the Company invests and improvises development programmes for its employees.

49. Cautionary Statement

Statements in the Annual Report, including those which relate to Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations, may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

50. Acknowledgement

The Board of Directors places on record their grateful appreciation for the assistance and continued support received from various Central and State Government Departments, Organizations and Agencies involved therein. Your Directors also gratefully acknowledge all stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Banks and other business partners for the excellent support received from them during the year under review. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to achieve goals of the Company.